New board protocols

Published January 7, 2021, 7:00 AM

by Atty. Jun De Zuñiga


We start the new year with renewed hope and with the realization that we are now living in a new normal, which is a redefinition of how we do things, how we communicate and socialize, and how we take care of ourselves. This new normal cannot be solely attributed to the COVID – 19 pandemic. After all, this is the direction to which we are headed, particularly the now prevailing work culture, and the pandemic merely accelerated it.

     The situation is the same for the corporate sector. Corporate boards do not function in the same traditional mode as before, but they have to cope and ride along also with the changes. I have listed some areas below on which there are now new board protocols.

  1. Digitalization. Board members are now expected to be capable of functioning in an automated environment where they will receive notices, agenda items and presentation materials electronically, thru their cellphones, I-Pads, laptops or personal computers.

They should be able to access and scroll through the memoranda, together with the attachments and annexes, and exchange communication in the same manner. In their virtual meetings, the board members can request administrative assistance to establish the linkage but once they are connected, they have to operate personally on their own to participate and be heard, to vote, and to exit from the meeting. The advantage in this new system is that a lot of documents can be dispensed with.

2. Virtual meetings. Video conferencing is now the dominant mode for the conduct of board meetings. Just to join these meetings already poses a challenge. The first hurdle is to link with the meeting host, usually the office of the chairman or of the corporate secretary. A host of link services is available for the purpose, namely, Zoom. Webex, Skype, Microsoft and Google meet. As I mentioned, assistance can be given to connect but once the connection is made, a board member has to operate the apparatus by himself.

3. Punctuality. What is also good about these virtual meetings is that there is more pressure to be punctual in attendance. These meetings have specific time frames and thus the boards are encouraged to start and end on time. In fact, the common practice is to establish the linkage about 5 to 10 minutes before the start in order to take care of any glitch, such as weak signals or connection, and other related items such as camera focus and voice control.

4. Schedule of meetings. Previously, meetings in one day are scheduled apart from each other to provide space for board members to shuttle from one meeting to another. This reason is no longer applicable where the same board member will attend meetings from the same station, thereby now allowing meetings to be scheduled immediately one after another. This also means more work, more papers to study and review, and more issues to resolve.

5. Dress code. Attendance in board meetings, by convention, is characterized by de rigueur corporate attire.  Virtual meetings have relaxed somehow the dress code to allow less formal attire. A board member can even be in shorts or slippers since his appearance on camera is usually from the waist up, thereby making it more comfortable for him.

As a traditionalist, however, I miss also the good old days when board members were personally present and where we had more direct interaction and fellowship among us. After the pandemic, I hope therefore that somehow there will be some reversion.  

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          The above comments are the personal views of the writer. His email address is [email protected]