A board director’s guide to remote meetings

To quote McKinsey, “the future of work, defined by the use of more automation and technology, was always coming.” Most board members just didn’t expect the future would be coming for them quite so soon. As the Covid-19 pandemic and its aftermath redefine what we do and how we do it, directors are fast changing their ways. And virtual board meetings — mostly a fantasy until recently — are now the norm.

In this guide, you’ll find out what this new normal means in practice for directors, and how you can make remote meetings work for you and your board — from enabling effective conversations and discharging your duties, through to understanding videoconferencing tools’ psychological effects and joining a digital board as a new member.

Embracing meetings’ new, virtual ways

For Tsedal Neeley, professor at Harvard, “virtual meetings can be as effective as face-to-face meetings”, but knowing how to make them so “is an actual learned skill. People don’t just do it well organically.”

Often, boards simply transpose their meetings of old, as-is, onto their new digital forum, hoping to achieve a virtual experience similar to the face-to-face one they’re used to. But that’s ignoring the profound differences in dynamics that come with remote working, and it’s also a missed opportunity to embrace the change as a way to shed old, suboptimal practices. Or, as Wharton Management Professor Nancy Rothbard puts it: using “work-from-home experience as a way to really identify what’s important, what are our priorities, and what are our expectations.”

“People don’t just do virtual meetings well organically.”

~ Tsedal Neeley, Professor of Business Administration, Harvard

Here’s some advice on the new habits you can adopt to keep the boardroom conversation at a consistently high level of quality, no matter the medium.

Adapt the format

Your chair will most likely be taking the lead on the road to meeting effectiveness. But here’s what you can suggest or do to help:

• Be flexible with timings. According to research by the American Physiological Society, common wisdom amongst university lecturers holds that students start turning off around the 15-minute mark. While directors’ attention spans are likely better, it’s doubtful they can focus for the 6–8 hours often reached by board meetings. So, now that the logistics of bringing directors around a table are irrelevant, offer room in your schedule to split the meeting differently.

  In the words of Weatherbys Group’s Director and Company Secretary Adrian McGlynn, there should be “no sacred cows” around agendas. On the heels of Covid-19, his board switched to 40-minute-long sessions every Friday, and directors reported “they’ve never felt closer to the business.” In fact, according to a 2020 Deloitte report, many boards now “meet on a weekly basis by phone or videoconference, or more frequently”.

• Focus on your priorities. The agenda devised by your chair will steer the conversation, but directors have a responsibility to keep the debate on track — especially as shorter, virtual meetings become standard. So, come armed with a small set of key questions that truly matter, and focus on these to ensure the discussion doesn’t get pulled in the wrong direction — either too much into the weeds or towards issues that are interesting but not relevant.

• Save the board’s time for conversation, not preparation. Not everything around the board meeting needs to take place during the board meeting. For example, your company secretary can circulate past minutes ahead of time and have them approved before the day. Or, if you need clarifications regarding some of the board papers’ content, ask your questions beforehand — any good board portal should allow you to have an online conversation with other directors, by leaving comments, annotations, and replies directly on the digital board pack.

• Support your report authors through frequent feedback and communication. For board paper writers, the board can be enough of a mystery at the best of times — giving little indication of how well a report was received, or how useful it was to the conversation. And when directors go remote, the boardroom becomes even more of a black box for those outside it. So, take advantage of the fact that your authors are now easily accessible online, and give them a hand by going through the brief with them, stating exactly what questions you want answered. Finally, share the board’s feedback afterwards, explaining what contributed to the debate and what didn’t.

• Give it a chance. Not every director will be eager for change — and this may include you. Maybe your board was efficient and effective, and you worry going online will affect performance; maybe the culture, honesty, and esprit de corps around the table was one of a kind, and you don’t want to see it go. But log into your next virtual board meeting with an open mind, and balance your concerns with the yet-to-come positives of virtual meetings, such as being able to increase diversity in your boardroom. As noted by McKinsey, remote working “means no commuting, which can make work more accessible for people with disabilities [and] means companies can draw on a much wider talent pool.”

Be careful to discharge your duties

According to Brodies, the largest law firm in Scotland, remote board meetings should be allowed under the majority of companies’ articles in the United Kingdom. They do, however, come with specific constraints directors need to be aware of to respect their legal obligations.

While this isn’t legal advice, and we strongly recommend you cover the matter with your legal counsel first, be mindful to:

• Meet the quorum’s requirements at all times during the meeting. Whether by video stream or phone call, directors should always be able to both hear and speak effectively. Make sure to let the rest of the board know whenever you join or leave the meeting, and, if you get disconnected, use a distinct means of communication to alert your chair. It’s recommended you keep a phone nearby with “emergency” numbers (such as your chair’s or company secretary’s) in case your internet connection goes down.

• Vote in turn on resolutions, to avoid the potential confusion that could stem from raising hands on video. The positions and order of the video thumbnails on the screen may differ between attendees, so wait for your chair to call you — or click the “hand-raising” button offered by certain videoconferencing tools.

• Enable minutes of the meeting to be taken and approved as normal. To help your company secretary, clearly state your name before you start speaking, and sum up the key points of your intervention at the end. And if you find yourself constantly being asked to repeat what you’ve said, the problem may be coming from your side — so consider getting a better, dedicated microphone, rather than risk being misquoted.

• Announce in advance where you’ll be physically present during the meeting. For global law firm Stephenson Harwood, boards meeting remotely could find themselves “unintentionally falling within the jurisdiction of a different tax authority from normal”, or be “deemed to be engaging in activity which is restricted or regulated in a foreign jurisdiction in which one or more director is located.” Should your legal counsel identify a risk, you may want to appoint an alternate director in your stead until the matter is resolved.

Follow virtual etiquette

A good meeting is often a lively one, where opinions conflict to reach a final decision that has considered all aspects of the topics brought to the board. But, because they lack many of the contextual clues we take for granted, online meetings require a few extra rules to encourage that robust debate.

So, follow the common recommendations around e-etiquette and make sure to:

• Turn your webcam on. It may be tempting to dial in and use audio only, but video brings tangible benefits — both for you and the whole board. You’ll be able to convey your thoughts more effectively and naturally through body language and gestures; security-conscious participants will be relieved to confirm that you are, indeed, who you claim to be; new board members or occasional contributors will be grateful to put a face to a name; and certain directors might even rely on the image to better follow what you’re saying, for example, if they suffer from hearing loss.

• Mute your microphone every time you’re not speaking. Do so even if you’re in what appears to you to be a quiet environment — your microphone could easily be picking up sounds or frequencies you’re not hearing, such as the noise produced by your computer’s fans, and broadcasting it to everyone else in the meeting.

• Put on headphones to avoid distracting echo whenever someone speaks. If your videoconferencing software offers a noise-cancellation feature, make sure to turn it on to improve sound clarity and remove unwanted background chatter.

• Use the “hand-raising” functionality of your videoconferencing tool. Without it, your chair will have a hard time picking out the usual signs that say “I want to contribute” through the tiny thumbnails on display, and you’ll end up having to interrupt the ongoing conversation to make your intentions known.

• Join a few minutes early to sort out technical issues on your side. It’s rarely anything complicated, but no one on the board wants to wait for an attendee’s microphone to be fixed while urgent business problems need discussing.

Onboarding for the remote board

According to The Economist, four-fifths of CEOs worry about skill shortages. But the shift to remote work is suddenly giving them access to a host of new talented directors located across the globe. Many, like IBM’s CHRO Diane Gherson, call the ongoing change “the perfect opportunity” to get the people their organisations need.

Yet, as management guru Peter Drucker once said, “Culture eats strategy for breakfast” — and it wouldn’t do much good to access great people without making them part of a great culture. So, how can boards onboard directors, preserve their cultures, and set the right tone for the rest of the organisation if their members rarely — if ever — meet?

Here are a few ideas:

• Create virtual water cooler chats. A review of the research around remote working by the New York Times found that gains in productivity when working from home often came at the expense of creativity and innovative thinking — two important traits in modern boardrooms. In the words of Steve Jobs, a famous opponent of teleworking: “Creativity comes from spontaneous meetings, from random discussions. You run into someone, you ask what they’re doing, you say ‘Wow,’ and soon you’re cooking up all sorts of ideas.” So, recreate these opportunities online, by suggesting to your chair that the board could gather in a non-work fashion — for example, for an online, informal chat and drinks one evening between board meetings.

• Don’t jump right into business. If you’re joining a few minutes in advance as suggested before, and no technical issues arise, use that time to check in with other board members. It’s not just chitchat: listening and caring builds a sense of belonging, far more important than mere presence in the office — or, as Forrester puts it: “Culture comes with values, not cold brew coffee and karaoke” à la Silicon Valley. A good chair will start the meeting by informal questions round the table, ensuring everyone feels seen and heard — what experts call “structuring unstructured time”.

• Pay virtual visits. Like many board members, Sir Brian Bender, chair of the London Metal Exchange and non-executive director at the Financial Reporting Council and Pool Re, advises that “NEDs should also undertake site visits to hear direct from staff what they’re thinking and feeling.” Remote directors will have a harder time making impromptu visits to the office, but they can instead use their remotely based status to call anyone in the organisation for videoconferencing “coffee breaks”, and take the pulse of the organisation straight from the employees.

Making technology work for you

Depending on whom you ask, digital tools can be a meeting game-changer or a formidable hindrance to the boardroom’s conversation. So, here’s some best practice guidance on how to make technology work for you.

Beware of “Zoom fatigue”

Online board meetings can be surprisingly draining for something done from the comfort of one’s home and cutting on long commutes. Often, videoconferencing is one of the chief culprits behind this exhaustion.

As useful as they might be, Zoom and other similar video services, share one inescapable characteristic: they don’t perfectly reproduce face-to-face speech, with its combination of talk, gestures, and timing between people that scientists call “synchrony”. And all the tiny details that differ, from millisecond latency through to faces moving unexpectedly or an inability to read attendees’ body language, add up to something jarring — slightly uncanny and off — that requires our brains to work that much harder to interpret.

As Jeremy Bailenson, professor and director of Stanford University’s Virtual Human Interaction Lab puts it: “We’ve evolved to get meaning out of a flick of the eye. Zoom smothers you with cues, and they aren’t synchronous. It takes a physiological toll.”

“Zoom smothers you with cues, and they aren’t synchronous. It takes a physiological toll.”

~ Jeremy Bailenson, Professor and Director, Stanford University’s Virtual Human Interaction Lab

We’re also particularly sensitive to images of people, especially when they are unnaturally big and uncomfortably close. So, a wall of framed heads of varying sizes and from different angles can be quite unsettling, and even more so the blown-up faces of speakers. Researchers at Stanford found that larger screens activate the sympathetic nervous system associated with the fight-or-flight response, in part because they make images look closer and more threatening.

Eye contact, a potent social cue in real life, can trigger that response too, especially when prolonged and up close — just like what happens when speakers look straight into their webcams and appear to stare directly at you from your monitor.

Finally, research shows that, when we’re on video calls, we tend to spend the most time gazing at our own face. This isn’t vanity; simply a natural reaction to an unusual meeting sight — ourselves — and an unusual — and usually unflattering — angle that’s far off from the mirror’s. But this adds yet another stimulus vying for our attention — to a point that can sometimes deeply affect us, as evidenced by the plastic surgeons who saw a rise in queries about double-chin reductions during the 2020 lockdown.

To keep Zoom fatigue low:

• Minimise your network latency to bring speech synchrony closer to that of a face-to-face experience. Before your board meeting starts, disconnect or turn off unnecessary devices that could be hogging your bandwidth, such as your home computer, smartphone, or smart TV. And since you can’t control how much your neighbours clog the radio frequencies used by Wi-Fi, plug your work laptop directly into your internet modem if possible.

• Step back from your monitor, to put some physical distance between you and the other board members appearing on your screen. The larger the display, the further away you should move to protect your personal space. If you lack the space, try reducing the videoconferencing window’s size instead.

• Give your eyes a rest, and take regular breaks from staring at your screen. Just like in a physical meeting, it’s possible to pay attention without looking fixedly at someone — and it’s more comfortable for both speakers and listeners.

• Hide yourself from view on your screen to keep distractions down. Most videoconferencing tools let you configure this in their settings.

• Set up your webcam at a natural angle — level with your eyes or slightly higher — and suggest to your fellow directors they do the same. If the camera is integrated into your machine, try using a laptop stand to prop it up or get an external webcam.

Get familiar with the tools

The first 20 minutes of a meeting aren’t the ideal time to figure out how to get your IT working. For directors, the problem is compounded by their legal duties, which require them to be able to both hear and speak effectively throughout the entire board meeting.

So, take a moment beforehand to:

• Ask your chair or secretariat team for a test run. You could suggest taking this opportunity to hold a virtual, informal chat between directors.

• Check your audio and video in the exact set-up you’ll be using on the day. Plugging in a pair of headphones can easily confuse certain applications that were working just fine without it, so make sure to test these as well.

• Prepare a backup device just in case — even if only to give you the option to dial in by phone. Without it, it’s all too easy to miss half an hour of the board meeting because your laptop suddenly decided to update, your internet connection reached its data cap, your power was cut, or other imponderables.

Try to perform the above at least a full day prior to the meeting. That way, you’ll have enough time to get in touch with your support team or secretariat if anything isn’t working as it should, and give them enough margin to fix the problems.

Equip your board and governance team with the right tools to work remotely

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