THE COVID- 19 PANDEMIC – GOVERNANCE THAT WORKS.
The effects of the ongoing pandemic differ across Companies and sectors, and with new variants emerging faster than we can name them, will remain with us for a while. In spite of the uncertainties experienced by most organizations, the Board’s functions of oversight and strategy remain the same. In fact, as a director, the attendant uncertainties mean the organization needs you more, perhaps more than ever in these critical times. It therefore behooves you to rise to the challenge in the face of the limitations imposed by the current crisis.
Most of the literature on the subject of the pandemic focus on the adaptation of technology, and key novel areas which leaders should pay attention to. Whilst these are great, boards in certain parts of the globe are not very technology savvy and will often lose interest halfway, not able to benefit from these resources. We believe that a great part of the change is the board itself – the mindsets, processes and practices of the people who should be embracing these technologies.
We have therefore compiled the following practical considerations to equip the Board that seeks to practice governance that works for such a time as this:
- Self-Evaluation: The pandemic has increased the rate of digital transformation, on a level many were not prepared for. It would benefit you to be open minded to evaluate yourself and your competence to effectively lead in the “new normal”. You should assess your understanding of the associated safety and security issues (both physical and digital) which affect all areas of the business operations – processes, procurement, as well as remote work. Whilst you may be able to hold your meetings and social distance, you should attempt to operate fully remotely anyway. There are a number of applications and even purpose – made software for virtual Board operations. You would do well to embrace them and be able to seamlessly function near completely virtual, despite having the option of being physical.
You should also be open to engaging experts for consultation and training in areas where you find gaps, or refreshing the board and its committees where necessary.
2. Be open minded: Question and review existing processes and practices, especially those ones which have been made difficult by the pandemic. It is not enough to simply receive reports and express sympathy. Encourage well thought-out shifts and pivots, with safety and sustainability in mind. Be flexible and adaptable. Being future-fit is not just for management, it’s for you too. You will need to embrace the mindset in order to set the required tone at the top.
3. Reassess goals and redefine priorities: Having done a lot of evaluation, be bold enough to review the relevance of everything you have held so dear until now. Streamline your goals, avoid fluff and prioritize keeping the Company as a going concern.
4. Improve Communication: Increase in communication is inevitable in these times. You must however not appear to simply be wielding a big stick over management. Create an easier working environment for information flow and approvals – not just for monitoring or receiving needless updates but more for support. Management in this period does not have the luxury of time.
5. Empathy: Everyone is experiencing increased strain and putting out daily fires. Show kindness.
6. Volunteer: Challenges identified require solutions. As you suggest these solutions, volunteer to make calls or accompany the CEO for meetings where your influence would make a difference. Take notes when you promise to do so and do not have them sending you weekly reminders. Determine to make impact.
7. Stay focused: Strategy remains your remit and you must keep it in view. Whilst showing empathy, you will simultaneously be required to continue to be the conscience of the Company, and stay focused on priorities and values, especially when management is engrossed in the present and getting pulled in a thousand directions. Avoid compromise.
8. Agenda: Most Boards have annual plans and their agenda for meetings are often rigid. It is however time for a change. This is not to encourage that the current plan be discarded. However, the new conversations which emerge will require some monitoring in order to ensure they are not just ideas that do not see the light of day. Depending on how badly affected the organization is, you may need one or two (preferably not more) agenda items where you evaluate some of the aforementioned pandemic related issues. You want to assess the success or otherwise of your new priorities, crisis response, risk management and encourage more scenario planning. You also want to check the newest update on the pandemic and any possible impact it could have on the Company. It should be a period for stress testing the success or otherwise of your previous response as well. Examine what worked and what didn’t from the last meeting. How can the lessons learned be beneficial going forward? Can the Company survive a next crisis?
In doing this, you need to be careful not to blur lines and take over day- to – day management. It is also important to create a warm atmosphere in order to encourage openness. Keep these sessions void of name calling and blame trading.
9. External Evaluation – In line with best practice and the recommendation of Corporate Governance Codes the world over, it is beneficial to engage an external consultant to undertake a performance evaluation of the Board itself, its Committees and the Chairman; as well as the Company’s overall governance practices.
10. Record Keeping: This is mostly the job of the Company Secretary. It would be tragic to invest so much and not have proper records or continuity. Ensure all policies, meetings, resolutions and key decisions are succintly documented and easy to retrieve when necessary.
Do not forget to prepare for a post pandemic world, because there will be one. Differentiate between industry practices which will revert, and those that have come to stay as the “new normal”.
Syntax Legal Practitioners 