Remember the board meetings of old—a.k.a. 2019—when all the boardroom was a stage, and all the directors its players? Priorities were chosen a year ahead, meeting agendas appeared a month in advance, and directors gathered for a leisurely dinner followed by a daylong series of well-choreographed presentations? Off-script discussions were mostly relegated to the hallways.
Fast-forward two years: Board meetings are online, agendas commonly get reprinted the day before the meeting, and directors see each other much (much) more often than quarterly or biannually. And experts say this is the model for the future. “Boards have moved away from form and towards substance,” says Jane Stevenson, vice chair of board and CEO services at Korn Ferry. “They’re doing more real-time decision-making and weighing-in.”
Those extra efforts are widely applauded, but experts say that meeting these new demands requires broadened skill sets. Boards were tossed into the future by the double shock of the pandemic and governance-by-Zoom. And though some boards are sticking to their tried-and-true strategies of multiday gatherings bookended by fine dining, most directors need “more agility and flexibility to deal with governance issues in a more ongoing way,” Stevenson says. “It feels like a lot more work and accountability.”
Still, there are limits to the shift. Eight-hour Zoom meetings, for example, are on no one’s agenda, says Michelle Lowry, academic director of the Gupta Governance Institute at Drexel University. “People just don’t have the attention span to sit on Zoom and listen to an eons-long PowerPoint deck,” she says. “They quickly disengage.” Lowry points to an academic study showing that when scholars present at online conferences, they receive less feedback, and participants are less engaged.
All this has fundamentally shifted how some decisions take place. Previously, decisions weren’t made until everyone in attendance was in the boardroom, says Dennis Carey, vice chairman and coleader of board services at Korn Ferry. Now directors are comfortable hopping online on shorter notice, and efficiency is surging, he says. “There’s more ease of getting the board together more, and speed in terms of decision-making.”
The loss, however, comes from the disappearance of in-person banter among directors during breaks. “Many votes were decided in the restroom,” Carey says, only half joking. “A director might pull someone aside in the lunchroom and say, ‘Hey, what do you really think of this recommendation?’” Those conversations vanish online, when during breaks, directors head off to their own kitchens or outside to walk the dog.
Due to the accelerated timeline and changing conditions, directors are often no longer able to do as much preparation, says Stevenson, though she says that the ensuing real-time wrestling over issues and engaging dialogues are a welcome addition—particularly when coupled with a comprehensive understanding of strategic issues. “Some pre-thought, along with more weighing-in in real time, would actually be a great hybrid,” she says.
As the board meeting experience undergoes this shift, some directors are experimenting with how to efficiently govern virtually. Some boards are testing breakout rooms, in which, for example, a trio of directors might chat among themselves or with an executive. Many boards are meeting as committees or small groups in advance, so that at the main meetings “they’re more prepared and don’t need to sit through a long presentation,” says Lowry. Some are meeting over a handful of two-hour periods, which prevents Zoom fatigue and allows board members to communicate with each other in between. “There’s not really a boilerplate way to do it—boards are being creative,” says Lowry.