Morrison & Foerster's "Practical Tips for Virtual Oversight" (Directors & Boards) shares these sound board communication and record-keeping must-do's for corporate secretaries and their management teams and directors who inevitably play a role in adhering to these practices:
- Virtual meetings still need minutes, but skip the recording. While board meetings are increasingly virtual-only and thus not the norm relative to pre-pandemic times, meeting minute considerations should not change. All of the routine "checklist" items such as date, time, attendees, meeting type, quorum, actions discussed, approved, deferred, received, etc., should be recorded; however, producing a transcript or recording the meeting is never advisable whether the meeting is in person, virtual-only or something in between.
- Side discussions are unavoidable, but make sure the entire board is kept in the loop. Given the nature of the crisis and associated need for frequent communications and responses, there are likely to be more informal, unplanned and one-on-one (or less-than-full-board) discussions that collectively demonstrate the board's oversight. Key takeaways should be reported to the full board and integrated into the minutes at the next board meeting.
- Be cautious in your written communications. As always, electronic communications are risky, particularly in the context of a bountiful risk environment that also likely entails numerous sidebar communications that may lack important context on a stand-alone basis. When in doubt, pick up the phone in lieu of communicating thoughts electronically.
Access additional resources on our Minutes, Board Meetings, Board Portals, and Data Privacy (Board/Director Communications) and Director Duties & Liabilities pages. This post first appeared in the weekly Society Alert!