Working from home presents a wide variety of challenges for business owners and directors, particularly when decision making requires a number of directors to come together. In dynamic and evolving commercial landscapes such as that being faced presently, ensuring you have an effective and efficient mode of progressing board decision making is essential.
The Australian Institute of Company Directors (AICD) has published a useful article on its website with tips to help directors facilitate effective digital board meetings. Below (with some minor commentary from us) are some of the AICD’s top tips:
- Check the legal requirements.
Whilst under the Corporations Act, a mode of technology consented to by all directors can be used for a meeting there may be other restrictions under the company Constitution or Shareholders Agreement which will also need to be complied with to ensure all resolutions at the meeting are effective.
- Use video technology.
Whilst not expressed in the AICD guidance, being able to see other participants over video (as opposed to conference calls) can assist directors to convey tone and explain their positions more effectively. Importantly, video can assist to increase engagement and avoid ‘passive participation’ (as the temptation to press mute while one peruses the contents of the refrigerator is diminished).
- Make sure you have a structured agenda -and stick to it.
Obviously the freedom to sometimes discuss important (but unscheduled) issues at board meetings is indispensable, having meetings hijacked by unscheduled items can often lead to inefficient meeting outcomes and precious time wasted.
- Schedule some additional time to combat and deal with any technological/connection problems.
Can you hear me??? I can’t hear you… Are you on mute? Press the mute button again. Now I can hear you …but there’s a delay…wait, yes…yes now I can see and hear you.
- Ensure adequate preparation.
Particularly for complex issues, have well-written, succinct board papers prepared in advance and obtain additional information if necessary to ensure that an informed decision about an agenda item can be made and does not have to be postponed.
- Have a security checklist.
Given the dispersed locations of directors and the fact that many will have to receive sensitive information digitally, it is imperative to ensure that any confidential material is appropriately protected whether by use of secure folders, password protection, expiring access links or otherwise.
The AICD article can be accessed at the following link.
In addition to the above, an integral aspect to any successful board meeting is ensuring resolutions are properly document in a timely manner, whether by subsequently circulated minutes or separate resolution documents. In this regard, see our separate article here in relation to the importance of carefully preparing and keeping minutes of board meetings.
If you require advice in relation to the composition or formalities for board minutes and resolutions, contact a member of our team for on-point, practical guidance.
Joseph Carneli, Senior Associate
