As businesses are limping back to some cautious normalcy even as a third wave is on the anvil, many executives have started to make the travels that have been missing in their work lives. This has rekindled the plans for the board of directors to resume the physical meetings even though the virtual ones were much more efficient in terms of costs and time.
Almost 18 months after the first lockdown, many companies are unlocking the boardroom doors and weighing if, when and how to get back to in-person meetings. We have learnt many lessons on how much boards can do remotely (far more than we thought possible two years ago). There is still a human need to connect, for unstructured chats, give-and-take, and personal nuance that Zoom images really don’t deliver.
Many of us know that a full return to the boardroom, just like the good old days, remains far off. That means an in-between alternative – hybrid board meetings with some attendees at headquarters, and some still remote – is the next step in governance.
The move to all virtual, online governance was a sudden fait accompli. None of us had a choice, and we had to make it work. Improvisation, missteps and oversights were the rules for early virtual board meetings, but it was that or nothing – and “nothing” governance would never be acceptable to regulators or investors.
The move to hybrid board meetings is more gradual and voluntary, yet more uncertain. How do you decide when to return to in-person meetings? Who can still stay remote, who shows up in the boardroom, and how do you take that decision? Is unwillingness to travel an acceptable excuse from a director? Will you stick with virtual board committee meetings for a while? And, are you returning to the boardroom for better governance or because some members prefer it?
When you locked down your boardrooms back in early 2020, everyone accepted some miscues and fumbles in governance would happen. Now, board oversights will lose their COVID “shield”. If some directors end up better informed than others, or a major board decision is fumbled between the “in and out” members, there will be no excuse. You chose to go back with hybrid meetings -- and now must prove that they will make your governance better.
Here are a few basic issues your board can address before going to a hybrid model:
Make your return-to-the-boardroom call with willingness to turn your default board meeting ideas on their heads. The first question shouldn’t be “can we go back to some live governance yet,” but rather “why shouldn’t we stick with everyone on the board meeting remotely?” What specifics can you improve by having at least some board members and staffers together at company headquarters, instead of what you’re doing now? There are legitimate answers to this. Sometimes staff presentations work better with an on-site team approach. Strategy deep dives and new board member interviews are being done virtually, but an in-person group improves depth and logistics. Realise your board can do more online than you thought a year ago, but in-person still has advantages.
Who will stick to remote, who will convene in your boardroom, and why the decision? Your management team has been working its way back into the office lately though debates over this have grown wider. This means that the CEO, CFO, and various other top managers are the ones most likely to be dusting off the boardroom, with independent outside directors joining virtually. This also makes an independent board chair/lead director neither fish nor fowl – still remote, but expected to be on site. Anecdotal evidence suggests CEOs are the ones pushing workers to return, and that they extend that view to their board members too. This is the moment when independent board leadership needs to step up and act as a sensitive negotiator among the various views of the chief, other staffers, and outside directors. There are doubtless shifting, but often strong, views among board members on returning to the boardroom, and the effective leader should serve as an honest mediator.
Assuming you have a consensus that yes, your board will meet with some members in the boardroom, move on to asking how it can work best. Corporate boards have always seen outside independent members a step behind the management members who are immersed in the company on daily basis. Board meetings with a huddle of the CEO and top managers onsite and everyone else on their distant Webex screens aggravate this mismatch. When deciding on a hybrid board meeting, it may be wise to assume that all Insiders on the inside and outsiders on the outside, but it still isn’t good enough. Until you can convince a few independent directors to fly in and create boardroom balance, maybe you should stick with everyone online.
Don’t base your video, audio, presentations, portal resources and so on solely upon their convenience and practicality. The easiest hybrid format might not be the best. The assumption that having some directors together at home base and the rest remote automatically creates an “in” group and an “out” group two-tier board. The “in” group gets to chat in advance, plan out their agendas and responses, and exchange knowing glances in the meeting, while the “remote” group feels like second-class citizens. Measure every element of your hybrid board plan and tech by how well it counters this, and be willing to make life a little more difficult for those in the boardroom if it levels the playing field.