“A BOARDROOM TALE”

January 7, 2016

minutepad

Mark Ashcroft had just parked his car and was waiting for the airport shuttle bus when his mobile phone rang. Normally he would let it go to voicemail but when he saw that it was from the new Chairman, Janice Young, he decided that he’d better take it.
“Janice. What’s up?” he asked.
“Mark, I know you are in transit, but I just wondered if you had seen the latest figures?” Janice said, getting straight to the point as usual.
“It’s a bit early for the board pack to be out, isn’t it?” Mark replied, worried that he might have missed something.
“Oh, don’t worry Mark, there’s plenty of time before the next Board meeting. No, this is just Mary being her usual efficient self and getting her finance report out nice and early.” Janice reassured him.
Mary Cartwright was the Finance Director and had been in post before Mark joined the Board as a Non-Executive Director (NED) nearly three years ago. Her finance paper was usually the first document to go into the board pack and as such was always a useful indication that the next board meeting was fast approaching.
“There are a couple of things I wanted you to have a look at in Mary’s report, I’ve highlighted them for you” Janice continued.
“Let me guess. It wouldn’t be anything to do with the cost saving targets would it?” asked Mark.
“Yes, it’s hard to tell at this stage but I think we might be going off track” said Janice.
“That’s exactly why I wasn’t keen on the cost reduction program being so back-loaded,” replied Mark. “It makes it so difficult for us NEDs to see if things are going wrong, and by the time we do there’s no time to do anything about it” he continued.
“My bus has just arrived, let me have a look at the figures when I get to the terminal and I’ll call you back” Mark said as he got onto the shuttle bus.
As soon as he got into the terminal, Mark connected to the secure Board portal on his tablet, found Mary’s finance report and started to read. He soon spotted where Janice had highlighted the areas she was concerned about and where she had made some notes.
“Hi, Janice. Mark here. I’ve got the report up on the screen and have read your notes” he said when he called Janice back. “I see what you mean” he continued.
“Yes, I think we should arrange a conference call with the other NEDs. When does your plane get in? Janice asked.
“I should be back on terra firma in about 3 hours” said Mark “It might be a good idea to ask Ken to do some graphs using these figures and from the previous reports so we can get some trend info. Can you get him to upload them into the portal so we can look at the data and make our notes against it, prior to the conference call?” he continued.
“Good idea” said Janice “In the meantime, I’ll have a word with Mary and see if I can get some more background, Have a safe flight!”.

This conversation is typical of the sort of pre-board meeting discussions that take place between non-executive directors, usually triggered by the arrival of the board pack.
Traditionally, the arrival of this set of paper board documents is heralded by the gentle thud on the doormat as the often weighty package falls to the ground from the letter box just a few days before the next board meeting.
This is followed by a frantic period of a few hours, which the non-executive director spends reading through the tome and making rushed notes in the margins as they progress. Any background research to corroborate greater understanding is often restricted to locally stored, confidential papers that the NED happens to have in their possession. Such limited access to historical information obviously limits preparation for the NED and weakens their effectiveness.
Additionally, the late arrival of the paper based board pack sometimes necessitates that this vital review is carried out during the journey to the board meeting, meaning that confidential papers and previously made notes, may run the risk of being lost or misplaced during transit.
When finally immersed in the depth of the meeting, the NED has to access those scribbled, handwritten notes, decipher and interpret them, often in the midst of sometimes-heated discussions, it is not surprising that this is not the best process for a successful, considered discussion.
These days, given the technology that is widely available to even the longest serving NED, it is no longer necessary for directors to wait until the complete board pack is assembled and posted out to them. They can read and discuss each paper as soon as it is published on a secure Board portal application; either on their desktops, laptops, tablets or smart phones.
This gives NEDs particularly, more time to discuss the content with their fellow directors, to ask for further information and to improve their understanding of the issues at hand so that their contributions at the boardroom table are well-informed, thorough and complete.


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