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Tips from Denise Kuprionis on Board Governance

Denise Kuprionis is a thought leader with expertise in board governance. She founded The Governance Solutions Group (GSG), a board advisory practice, in 2010. Through her work, she shares the knowledge she has gained from her 25 years in public, private and nonprofit boardrooms. Here are a few of her tips:

Board governance thoughts for these challenging times

  1. Side discussions, e.g. the board chair and finance committee chair; or the CEO and board chair; or two board members, will happen more often.  While these one-off discussions may contribute meaningfully to the board’s oversight role, it’s important to ensure that all directors are in the loop and that key details of these conversations are shared at the next board meeting.
  2. Be prepared in the event too many of your board members become ill and the board does not have a quorum for a meeting.  (Let’s hope that never happens.) If you don’t have an executive committee (many companies don’t these days), you might appoint one and delegate the authority to act on behalf of the full board to this committee in the event that a quorum for a board meeting can’t be achieved due to the pandemic. You might also allow for alternate members of the committee to serve in the place of absent or disqualified members.  The designation of alternates would allow the committee to function and avoid its own quorum issues if one or more of its own members became ill.  Delaware law permits the delegation of almost all of the board’s duties.
  3. What if the CEO becomes ill?  Some companies are opting to voluntarily disclose if a CEO has the virus, I think this is good practice.  And to disclose again when he/she is better.
  4. We’re all doing more telephonic meetings and video conferencing.  Attached is a document I recently posted on Linked-In that shares a few tips on virtual meetings.
  5. Meeting agendas are important, but will be shorter than regularly scheduled meetings.  Focus on key items, don’t try to cover too much at any one virtual meeting.
  6. Don’t forget to take minutes at your virtual meetings, it’s important documentation.  In some cases, the corporate secretary may not be in the meeting so the drafting of the minutes may become a board chair responsibility.  Keep minutes high level, note key points and that there was discussion. Avoid verbatim comments and adjectives.
  7. Ask the CEO, or the board chair, to prepare regular board updates.
  8. For directors, it’s a fine balance between deluging CEOs with advice and questions, and being helpful.  Consider if your comment is best posed in an email, a phone call, or at the next meeting.
  9. It’s easy to add unnecessary comments in emails.  Be careful what you write.

 

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