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BoardOps

COVID-19 changed how boards use tech.

Instead of quarterly in-person meetings, many boards are meeting weekly or bi-weekly for shorter, virtual meetings. Board meetings are unlikely not revert to the old norms soon. The challenge: using technology to make these virtual board and committee meetings as productive as possible. Board management software makes remote meeting prep possible for corporate governance professionals, General Counsels, CFOs, CEOs, and others. Board portals make distribution of briefing materials a breeze. Videoconferencing makes the meetings themselves possible.

Attention Span: The average feature film lasts about two hours. (Many people have a tough time paying attention for even that long. Even at in-person board meetings, attention drifts if a topic runs on too long. Planners of virtual board and committee meetings should take this into account.

Scheduling: Typically, regular board meetings occur in-person over 1 or 2 days – often with committee meetings occurring sequentially or concurrently before or after a board meeting. Attending all of those meetings via videoconference is like a running marathon in the rain. Yet breaking up those long-scheduled regular meetings into more digestible segments is challenging because those meetings have been on directors and executives as calendars as much as 2 to 3 years in advance. Most boards will continue to meet (but virtually) on those scheduled dates, adding more meeting dates as needed to address COVID-19 impacts.

Agenda Topics/Outcomes: Adapting board and committee agenda to virtual meeting formats will help keep the meeting and business moving forward. Start by being clear regarding the desired outcome for each agenda topic: Approve, Review, Ratify, Delegate, Report of. Being specific gets everyone on the same page about the reasons for the agenda item.    

Advance Prep: No longer will (or should) boards sit through dirge-like PowerPoint presentations. As presenters draft briefing materials, they should be clear about why the topic is on the agenda and suggest the 2 or 3 aspects of topic about which the presenter is seeking board input. Tech offers additional possibilities. Prerecord and post executive’s or advisor’s remarks to the portal for directors to both see and hear in advance of the meeting. Use the board portal to get briefing materials to directors for review well ahead of time; a week in advance of the meeting is good practice.   

Companies have varied in pre-meeting outreach practices. Going fully virtual might prompt committee staff officers to call each committee member several days prior to the meeting to cover questions they might have covered over coffee before an in-person meeting. Outreach affords committee members a chance to ask the staff officer to provide some additional information at the meeting and to give the staff officer a heads up if the director is not supportive of a proposed approach.

Video Conferencing:

  • The Chair may want to establish a few “ways of videoconferencing” guidelines to help meetings run efficiently while still ensuring that every director has his or her say.
  • Presenters should assume all directors have read the briefing materials, remind directors of those 2 or 3 suggested focus points, then initiate discussion.

Minutes: Advanced board management technology should enable automated preparation of draft minutes.

Analytics: Well-planned virtual board and committee meetings can be shorter but more effective because there is less time spent on “presentations” and more on in-depth discussion. Pay attention to how the board and committees are using their time. Time-use analytics can inform planning of future virtual meetings.

Conclusion: In the Time of COVID-19, look to advanced technology to further elevate ways of working, making governance professionals more efficient and boards more effective.

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Governance News

From the AICPA: COVID’s Impact on the Audit Committee

COVID-19 is changing how and where we conduct business as well as how we approach both human capital management and corporate strategy. Those changes have implications for risk, controls, and reporting.

The Association of International Certified Public Accountants (AICPA) has been advising its members and others how best to handle COIVD-19 challenges. Recently, the AICPA shared the audit committee checklist for COVID-19https://bit.ly/3g4BzO7

The AICPA, in issuing the checklist, wrote: “Audit committees, be they in a public, private, government or not-for-profit entity, face drastic challenges. Not only must they suddenly conduct virtual meetings, but they also must handle emerging risks. These risks are related to assessments, entity on-site operations (including culture), the impact of new legislation, financial and reporting disclosures, technology and cybersecurity.”

AICPA’s checklist includes thoughtful and practical topics for boards, especially audit committees, to consider when assessing how COVID-19 has impact the “board’s responsibilities of oversight, risk management and governance process.” It is also a good reminder that effective oversight, risk management and governance begins with a well-crafted agenda supported by high-quality briefing materials.

Foresight is advanced technology that enables governance professionals, executives and board members build such agenda, document discussions and decisions, and assess how effectively the board is overseeing these evolving challenges. More information is available on https://foresight.board-ops.com/

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Governance News

CGP Advisory Board Member Bob Mednick Honored

Congratulations to Bob Mednick, who will be inducted into the Accounting Hall of Fame at the American Accounting Association (AAA) conference in August 2020.  Perhaps this completes Bob’s trifecta.  Ten years ago, the International Federation of Accountants (IFAC) honored Bob with its lifetime achievement award (the IFAC Global Leadership Award), which is awarded to only one person worldwide once every four years. As the AAA reported in its announcement of this newest honor, Bob “is the only person to hold that award and the AICPA Gold Medal of Distinction, the AICPA’s highest recognition for lifetime contributions to the profession.”

We very much appreciate Bob’s many contributions to Foresight, Corporate Governance Partner’s cutting-edge board management software.

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BoardOps

Keeping your board together while it works remotely

COVID-19 is driving rapid migration to digital technologies. Nowhere is that truer than in corporate governance.

As you manage your company’s board work, you do not want various versions of spreadsheets, WORD document and PowerPoint decks stored on numerous coworkers’ hard drives. You need to accelerate your organization’s board-related digital capabilities – you need to employ a fully integrated board management solution. You need Foresight.

Foresight’s advanced technology allows you and your board to do much more – more cost-effectively and much better. And because it is cloud-based, you and your board can work securely and effectively from almost anywhere.

Foresight allows you, your company’s executives, and your board to:

  • Automate meeting and agenda planning for board and committees
  • Easily distribute meeting briefing materials to designated meeting participants – using Foresight’s integrated board portal capabilities
  • Generate draft “ready-for-editing” minutes
  • Create and manage meeting follow-ups
  • Generate board-related metrics

Foresight’s benefits include:

  • Board-related metrics to assess and elevate board effectiveness
  • A unique agenda hierarchy that helps management and the board align on annual priorities and goals
  • Saving General Counsel and Corporate Secretarial teams hours of work and rework
  • Potential to save outside counsel and consulting fees for corporate governance work

Make your life easier when you really need easy. Make your board better when it really counts.

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BoardOps

Has WFH got you rethinking how you work?

We built Foresight® expressly to enhance your board-related workflows: preparation, document, and evaluation.

Board and committee agenda-building is a key component of board meeting prep. It’s an iterative process. Foresight is more efficient and reliable than the word processing and spreadsheets most corporate governance professionals use now. It reduces tedious work, freeing time for your high-impact work.

Foresight users can quickly build draft agenda, then share those with colleagues and committee chairs for review. Users can check their draft agenda for compliance with state law, SEC requirements, and exchange listing standards. Foresight also generates draft minutes to document meetings as well as analytics to help boards assess their effectiveness. It also allows you to track follow-up tasks, so they do not get lost in the shuffle.

As you shelter in place, learn more about how Foresight can improve how you work! 

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Governance News

The way forward…

Larry Fink’s March 30 letter to BlackRock shareholders included this observation about the impact of COVID-19 on business and investing:

“…Even more profoundly, people worldwide are fundamentally rethinking the way we work, shop, travel and gather. When we exit this crisis, the world will be different. Investors’ psychology will change. Business will change. Consumption will change. And we will be more deeply reliant on our families and each other to stay safe.”

Indeed, things have changed and will continue to change! Both public and private boards are under greater internal and external scrutiny as COVID-19 tests them in new ways. We have been rethinking how boards, executives and corporate governance professionals do their work. The result: Foresight®, a cloud-based knowledge-management and decision-support tool for planning, preparing for, conducting, documenting, and evaluating board meetings

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Governance News

Tackling ESG: “How to” for boards and committees

Boards must decide whether to address ESG elements as standalone agenda topics or incorporate those elements into regular agenda topics. Example: Board oversight of ESG elements in the company’s supply chain can be incorporated into supply chain reporting and planning – human rights protections at the company’s suppliers, worker and product safety, sustainable sourcing, environmentally-responsible manufacturing (e.g., water, energy, waste). This integrated approach is holistic and holds business leaders, not just corporate staff, responsible for ESG outcomes.

How can boards communicate their oversight to investors?

  • Companies can talk with investors about the board or committee discussions of particular ESG issues “x” times per year and which executives join those discussions.
  • In-depth disclosure on the company’s website and in the proxy statement of the board’s approach to ESG helps all investors gain an understanding of the board’s role in oversight of ESG issues and take comfort that the board is addressing ESG issues in a proactive manner.
Categories
Governance News

Gotta Get Some Governance

Experience at WeWork suggests that it missed a few preparatory steps before its IPO – an important one being getting its corporate governance in order.

During 2019, about 159 IPOs were priced at $50 million or more in the US (compared to 192 in 2018). Whether they listed on NYSE or Nasdaq, these companies needed to adhere to minimum listing standards. In addition, they had to comply with SEC and other standards. Even complying with those standards did not keep all those newly public companies from going off the governance rails.

Setting up the mechanics, the processes, and the culture to be a successful public company requires planning as well as alignment on values and policies. Experienced governance professionals can advise and help company leaders build these out.

Experienced governance professionals can help in other ways. Helping to determine the checks and balances needed to mitigate risk and promote desired behaviors. Building a diverse board. Building an annual board and committee calendar that ensures the board identifies and addresses all required and relevant agenda topics. Ensuring that meeting agenda focus on the things that must be addressed and those that will matter over the long-term. Fostering candid board discussion and effective board decision-making.

Do not overlook how technology can help the IPO preparation, transition to public company compliance and long-term success. Foresight® is an enormous aid to the law firm or in-house personnel putting in place the mechanics. It provides the framework and the governance confidence needed to get the organization and the board ready for the IPO. And it will help prepare and keep the newly public company on track with governance.