According to the recently-released 2016 Board Practices Report, a collaborative board practices benchmarking effort between the Society and Deloitte LLP's Center for Board Effectiveness, 62% of respondents' boards held six or fewer regular meetings in the past year; however, a deeper data dive reveals that a significant 18% of large-cap (across industries) and 18% of Financial Services (across sizes) company boards met nine times.
But that's not the end of the story, as some sort of regular communication among directors - and between directors and management - in between regular meetings, is common.
While practices expectedly vary based on numerous company-specific facts and circumstances, this response from a public company member to another member's recent Huddle quest for information on other companies' regular communications protocols or practices during the timeframe between regular board meetings, is worth sharing:
Here's a list of what we do and I hope that it is helpful:
- Analysts’ reports from our IR department
- A quarterly CEO newsletter that highlights current financial, operational, business, and other developments since the most recent board meeting (See form of disclaimer below that appears on the cover page*)
- An e-mail about a week before each regular meeting asking directors if there are any specific topics or questions that they would like the CEO to address at the meeting (this is a good way to have a thoughtful response ready at the meeting)
- E-mails giving status reports on ISS and Glass Lewis voting recommendations annual shareholder voting results, beginning once we have a quorum
- E-mails giving advance courtesy notices of Form 4 filings for annual equity grants and other reportable transactions
- A mid-year letter to directors confirming their attendance records to date and telling them how many board and committee meetings they must attend in the second half of the year to keep their attendance at 75% or better
- Media articles of particular interest to the directors on corporate governance, our industry’s business environment, or legislative or regulatory developments
- An on-line survey sent to the directors right after the strategic planning meeting asking their opinion about how effective the meeting was and how it could be improved for next year. There is a presentation to the board the following January explaining how the survey results will be taken into account in planning for that year’s strategic planning meeting
- A total compensation statement for directors, similar to the one provided to employees
*This report has been prepared solely for the information of the ABC, Inc. Board of Directors and is not intended to form the basis for any future public disclosures of the Company’s financial results or results of operations.
In many instances, the management comments and financial and other data contained in this report are necessarily preliminary and subject to change depending on future developments that are not foreseeable as of the date of this report. Certain of the report’s information may differ, in some cases materially, from the final results presented to the Board of Directors and its committees and contained in future Company public disclosures.
Directors are cautioned not to share this report with others and to comply with the requirement to pre-clear any contemplated transaction in ABC equity securities (including Deferred Stock Units) with the Corporate Secretary. This requirement applies regardless of whether a director believes that he or she is aware of material, non-public information about ABC, Inc. or its securities.
Be sure to check out the Society Huddle - one of the Society's many member benefits, and a well-used, online Q&A resource for benchmarking and guidance on the full gamut of corporate governance practices, trends, new developments, and regulatory requirements.
Access additional board meeting-related resources on our Board Meetings, Corporate Secretary's Office, Board/Governance Practices, Data Privacy, and other relevant topical pages.
The iconic Society/Deloitte Board Practices Report - which presents findings from a survey distributed to the Society's public company members in late 2016 - covers trends in over 15 areas of board practices and hot topics including cyber risk, shareholder activism, and board diversity.