Board meetings are fundamental to the corporate governance system. They are a mechanism for directors to formulate strategy, discuss proposed matters, and take decisions. Virtual board meetings are not new, but before 2020 they were considered very much second-best compared to meeting face-to-face in the board room. Following the Covid-19 pandemic, virtual board meetings became an absolute necessity.
With the current limitations on travel and face-to-face meetings and the uncertainty around the pandemic, most meetings will continue to be held virtually for the foreseeable future. Although the vaccine brings an immense sense of hope we all understand that nothing will be the same once we finally turn the corner.
It is likely that the virtual board meetings remain in the corporate governance calendar as we adjust to the new normal, as there are a number of benefits to holding virtual board meetings. Firstly, reduced travel is beneficial for the environment – did you know that around 8% of the world’s carbon emissions come from business travel! Being able to do these meetings without the travel that goes with the traditional board meeting may give more time in some ways to prepare and be focused. It also saves time and money. In addition, virtual meetings often mean increased attendance. Furthermore, shifting to virtual meetings has allowed boards to improve governance and collaboration through shorter agendas, crisper presentations, more inclusive and bolder conversations, and broader exposure to key executives and outside experts.
Simple and effective tips for efficient virtual board meetings
Time is valuable and people are busy. Wasting time with a board meeting that doesn’t provide value frustrates your board members. Make sure the virtual meetings are run as efficiently as possible.
Below are some tips for virtual board meetings, to ensure the meeting is effective, engaging and secure. These are tips for the administrative and practical issues and does not constitute professional advice*.
1. Preparation and organisation
You should check the articles of association for any provisions on telephone or video conferencing.
The agenda and board packs should be prepared to fit the virtual format, and still cover all the required topics as it would in a face-to-face meeting. There are a number of practical matters to attend to before the meeting, regardless if the meeting is face-to-face or held virtually. However, for virtual meetings consider the following tips:
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| Attention span tends to be shorter on the phone or by video conference. As virtual meetings create fatigue quickly, consider building agendas in 15-minute increments with one 15-minute rest per 90 minutes. If some people only join for specific items, try to arrange these straight after a break to minimize the disruption. Take account of different time zones and ensure the correct time is shown on invitations and agendas. | Agenda preparation Scheduling the meeting Monitor acceptances Re-schedule (if needed) |
| The agenda should be fit for purpose and work within the format of a virtual meeting. Some presentations may not work as effectively in the virtual format so evaluate whether these could be delivered in a different format, such as in a report included in the board pack. As the attention span is shorter for virtual meetings, consider the length of the agenda and whether 2 meetings will be required. By distributing the agenda across a series of meetings directors can, for example, pose critical questions in the first meeting and use the time before the next week’s session to reflect and gather the information to move the conversation forward. | Prepare agenda Review the agenda and provide feedback Prepare reports and presentations to be included in the board pack Circulate agenda |
| Consider how to circulate the board packs in the most secure and accessible manner. The board packs should be circulated at least 1 week ahead of the meeting to ensure participants have time to review and prepare. These should include the agenda, minutes from the previous meeting(s), documents to be tabled to the meeting, as well as other key documents. | Prepare board packs Circulate board packs |
2. Technology
Technology is one of the biggest challenges for virtual meetings. A problem with technology will waste people’s time and the meeting will be less effective.
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| The range of technology available for virtual working is growing all the time. Choose the right platform, that works for the key participants of the meeting. Common virtual meeting providers are Zoom, Microsoft Teams, Skype, GoToMeeting, Google Hangouts. Consider what key features you require such as (a) recording, (b) screen sharing, (c) dial-in and calling options, (d) messaging as well as (e) ease of use, and (f) pricing. | Provide a breakdown with comparison of the meeting providers Set up the virtual board meeting Circulate details to participants |
| Do a test call to make sure you understand the system that is being used. Have IT support on standby. | Provide guidance on how the system works, and explain key features |
| Circulate clear details on how to access the meeting, including a detailed description of how to use the platform you have chosen. Not all participants will be familiar or comfortable with technology. Offer to go through it in a one-to-one session with the participants who are unsure of how it works. Most importantly, the chairman will need to understand the technique. The meeting is more engaging if everyone knows how to use the key features. | Circulate the dial-in details and instruction on how to join the meeting Provide a description of how to use the platform you use One-to-one session with the participants who are unsure how it works |
| Decide who will act as host. Often, the chairperson or company secretary will set up the call and take on this role. However, the chairperson has a key role that could be compromised if too much focus on technology is required. The company secretary is another option, but this is also a key participant in the meeting. Consider using a third-party to run the technical aspects. In addition, a third-party moderator can ensure all the systems are in place and can help keep a meeting running smoothly without a hitch. By leveraging a professional remote board coach, you get someone who can facilitate bold and effective group discussion and suggest a breakout discussion if they gauge participation is lacking or to help re-energize the group. | Act as host to the virtual board meeting Be in charge of technology Act as a third-party moderator |
3. Structure of the Meeting
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| A virtual meeting should be structured more simply than a face-to-face meeting and should recognize the constraints of technology. Removing items not critical to collaboration and oversight can bring a necessary focus and save time. The agenda should include page numbers for each item for quick reference to the board pack. Some of the virtual meeting applications allow documents to be shared on-screen. | Prepare the agenda and structure |
| Board members can email the chairperson or secretary in advance with questions or points they wish to raise in the meeting. Some virtual meeting software has a messaging facility that participants can use to indicate to the chairperson that they wish to speak. This messaging may not be private, it may be visible to all on the call. Everyone should be given instructions about how to use this facility and told who can view their messages. | Collate questions and points in advance of the meeting Provide guidance on how the system works, and explain key features Provide a description of how to use the platform you use One-to-one session with the participants who are unsure how it works |
| Conference calls and virtual meetings can last far too long and people’s concentration levels tend to drop. Visual images, presentations, and reports are great aid to keep focus. | Prepare illustrations, reports and presentations |
| The ease of joining remote meetings creates an opportunity to widen the board’s perspective with new people. Bring in executives or international experts to deliver insights and expertise. These guests will be easier to schedule now that travel is eliminated and they don’t need to schedule a full day of travel or more of their time. This benefit should extend to employees, as well, who could briefly join the meeting to answer a question, allowing the board to make better-informed decisions faster. | Schedule meetings and invite attendees |
4. Rules
Good boardroom practices are even more necessary for virtual meetings than for face to face.
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| It is recommended that “ground rules” for participants should be circulated to all those joining the meeting in good time beforehand. These should include basic instructions and expectations in the invite, such as; no multitasking, business casual dress, taking the meeting in a “closed-door” setting, use mute when not speaking etc. Consider whether to encourage participants to keep their cameras on – there are benefits to either option and may depend on meeting type and participants. The agreed “ground rules” document should also explain how directors should attract the chairperson’s attention if they have a point to raise, and whether text interactions will constitute a formal, minuted element of the meeting. | Prepare a draft set of rules Review and comments on prepared rules |
| The chairperson and company secretary have key roles during the meeting. Even if there is a video link there will not be the normal lines of sight and for a telephone conference call, it can be even harder for participants to keep track of what is going on. Presenters should be clear about when they have completed their slot. Before moving on to the decision making, the chairperson should ensure everyone has had the chance to comment or ask their question, by checking if there are any further questions. | Prepare a separate checklist note for the chairman, secretary and/or presenters of the meeting Act as host to the virtual board meeting Act as a third-party moderator |
5. Minutes
The minutes confirm any decisions made and any agreed actions to be taken. They set out who has been allocated any tasks or responsibilities, and they provide details of the meeting to anyone unable to attend. The company has a statutory requirement to maintain these records. Although the virtual video meeting is often recorded, the minutes will still need to be drafted.
It can be difficult to manage the technical logistics of the meeting at the same time as trying to keep track of attendees and take accurate minutes – especially when it is be harder to work out who is speaking. It’s a good idea to have separate people monitoring the technology aspects and taking minutes.
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| Board papers should indicate whether a decision is required or if the item is for noting/information only. The minutes should capture any discussion and decision approved in the meeting. The show of hands will need to be replaced by spoken assent (or dissent). Some virtual meeting apps may have a facility for an electronic voting process if a formal vote is needed. At the end of the item, the chairperson should state clearly what the board has just decided/ noted. | Prepare the board papers and collate the required documentation Circulate the board papers Monitor voting |
| Do record the meeting. This is a great feature of virtual meetings that will ease the production of the minutes. It will also allow the chairperson and directors to go back to the recording when they review and approve the minutes in event of any uncertainty. | Draft the minutes – promptly and profficient as an independent, professional and experient minute taker. Circulate the minutes for review and signing |
7. After the meeting
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| Actions Points are far less likely to be done after virtual meetings compared to face-to-face meetings. Ensure they minutes are drafted promptly and circulated with a summary of the action points to remind the participants of the agreed action points. | Draft board minutes Summarise action points Circulate minutes and action points Follow up on action points |
| Plan a feedback session after your first virtual board meeting, or consider having it as a standard agenda item. Request board members to provide their thoughts and observations and discuss what worked, what didn’t, and any possible solutions and report back. Continuous improvement is an important factor of good corporate governance, so it is a good idea to collate the feedback and to record this to aid the improvement. | Prepare and update the feedback protocol / continuous improvement register |
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Background and Merits
I am Tess Price, the founder and virtual assistant of Virteffic Limited. By way of background, I am a qualified chartered secretary and an associate of ICSA. I also hold a Bachelor of Social Science in both economics and financial administration. I have been working in the private wealth and corporate services industry in Jersey for almost 15 years. This has given me strong technical expertise and an excellent understanding of the financial industry. My expertise is most noteworthy in minute writing, governance, policies & procedures, and in all aspects of company secretarial work. For further background, I invite you to review my Bio and CV.
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