By Joan Conley & James Harley, Nasdaq Governance Solutions

It has been a full year since corporate governance teams around the globe had to pivot their organizations’ board meetings from traditional boardrooms to virtual meeting platforms. Public companies everywhere were faced with the challenge of replicating the confidentiality and collegiality of in-person board meetings in a digital environment. As Nasdaq’s corporate governance team navigated an entire board season filled with virtual events and meetings, we found that with the right ideas, tools, people, and support, it is possible to digitize the boardroom without compromising efficiency, confidentiality, or group dynamics. We also learned that there are a number of benefits to hosting board meetings virtually.

Build a Virtual Conference Room Table

It is possible to replicate the experience of sitting at board table in a virtual meeting room by leveraging certain features of video conferencing platforms. With that in mind, look for opportunities to work with your platform provider to customize functionality and meet your organization’s needs. Following are several ways to enhance and implement technology to replicate the in-person board meeting experience as closely as possible.

Freeze the meeting room screen. Video conferencing platforms often have dynamic screen features that automatically shift the view to display the person speaking at any given time. This feature works well for informal meetings and conversations but is not necessarily appropriate to foster a boardroom setting. Freeze the screen to keep the view static during board meetings, so that all board members are visible on screen throughout the entire meeting regardless of who is speaking.

Create a virtual seating arrangement. To visually replicate a board table in virtual meetings, consider setting up the meeting room to display the presenter and their presentation materials in the center of the screen with meeting participants tiled around them. Place directors at the top of the table (screen) and executives at the bottom to differentiate them.

Customize a virtual background for each meeting participant. It is good practice during virtual meetings for each board member to be visible on video, as it improves engagement. However, the varied background surroundings of individual participants can be visually distracting and sometimes at odds with a professional atmosphere. Resolve this issue by creating virtual background images for board meeting participants. Professionally designed, corporate branded backgrounds lend an air of gravitas appropriate to a board-level meeting and eliminate distracting visual clutter. For example, Nasdaq’s corporate governance team created background images for each board meeting participant that displayed the Nasdaq logo and name/date of the meeting.

Color code backgrounds for participants for ease of identification. To take customized background images a step further, differentiate meeting participants by using one color for board directors, another color for executives and a third color for guest speakers. Color-coded backgrounds make it easy to distinguish at a glance who is in the boardroom during particular discussions and what constituencies they represent. This approach is especially helpful for new directors who have not had the opportunity to attend in-person board meetings.

Utilize a second device to view the meeting materials. In tandem with using a primary device to view the virtual board meeting room, offer directors the option of using a second device, such as an iPad, to log into the board portal and view a full-screen webinar version of the meeting materials and presentations. That way, directors can simultaneously view the virtual board meeting room and a close-up visual of what is being presented—replicating the experience of attending the board meeting in-person as closely as possible. Assign a member of the corporate governance team to facilitate the presentation in the board portal and ensure the display keeps pace with the presenter.

Mitigate Meeting Day Glitches

Have directors join virtual board meetings early. Give your team time to resolve technical glitches by asking directors to join virtual board meetings approximately 15 minutes in advance to conduct audiovisual checks and ensure they have access to meeting materials.

Make it easy for board members to get technical assistance. Staff a board meeting technical support hotline with members of the corporate governance team and technology experts who are familiar with your company’s video conferencing platform, communication platform, and board portal. It’s good practice to open the hotline about two hours prior to every board meeting for any directors who need help downloading the video conferencing platform, uploading and formatting their virtual backgrounds, installing speakers and cameras, or general troubleshooting of connection problems. If possible, keep the hotline open throughout the entire board meeting, so directors have technical support on standby if any issues crop up after the meeting begins. The hotline connection should be separate from the video conferencing platform connection to maintain confidentiality.

Assign roles ahead of time to ensure smooth execution on meeting day. In addition to more prep work, there is a lot more day-of-meeting work for the corporate governance team when executing a virtual board meeting. Plan ahead to be sure there are enough hands on deck to staff the technology hot line, manage the virtual waiting room, run the presentation decks in the board portal webinar, take meeting minutes, and track and moderate questions and comments during the meeting.

Keep It Confidential

Confidentiality of board meeting materials and discussions is always paramount, no matter the venue. However, it can be harder to preserve confidentiality in a virtual boardroom where participants join from home offices, bedrooms, hotel rooms, or even flexible shared workspaces. Through a combination of equipment, technical support, and gentle reminders, you can ensure that what happens in the virtual boardroom stays in the virtual boardroom.

Equip directors with the right tools. Optimize the virtual meeting experience by equipping board members with high-quality headphones and/or earbuds, a camera, speakers, and a ring light. The headphones in particular help ensure that no one within listening radius of a director’s computer can hear what is being discussed. Issue technology tools such as these with gentle reminders to be vigilant in guarding the privacy and confidentiality of virtual meeting rooms.

Manage conflict of interest with a virtual waiting room. Confidentiality and conflict of interest management are integral to successful board meeting execution. It is recommended that any virtual board meeting login for directors should be password protected. To monitor and control guest presenters to ensure they join the meeting only during their allotted time, you can leverage your video conferencing platform’s “waiting room” functionality to coordinate the flow of guest presenters into and out of the virtual boardroom. A member of the corporate governance team who is not attending the board meeting should manage the virtual waiting room. Via chat room or text, the Corporate Secretary can notify the “waiting room manager” throughout the meeting when it is time to admit certain presenters and disable others. Any executive presenters and guest speakers can join the meeting through the waiting room and conduct their sound checks in there, then remain until they are admitted to the meeting for their presentations.

Screen director and presenter video feeds. Sound and video checks are a good time to check subtly that directors are following confidentiality guidelines. The waiting room manager can do the same as presenters enter and wait to join the board meeting. If necessary, issue gentle reminders, such as “if you aren’t alone in the house please shut the door to your home office when the meeting starts” or “remember to use your headphones so no one near you can overhear the meeting audio.”

Our most important takeaway from a year of planning and executing virtual board meetings was this: By creatively leveraging technology to model in-person meetings as closely as possible, the board can continue to operate on all cylinders even in a digital environment. While executives and board members are no doubt anxious to return to in-person engagement and the connectedness it brings, it is safe to expect that the post-pandemic era will usher in a hybrid board meeting protocol—one that mixes in-person and virtual meeting formats to leverage the advantages of both. In the meantime, virtual board meeting best practices will continue to evolve, and corporate governance professionals will continue to learn from each other as they do.

Joan Conley is a Senior Advisor on Corporate Governance and ESG Programs at Nasdaq. James Harley is a Director at Nasdaq Governance Solutions. www.nasdaq.com/nasdaq-governance-solutions

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