Being effective in the face of infobesity
How should directors deal with the risk of information overload? Board effectiveness in an age of “infobesity” (simply put, a term given to information overload) was debated by an expert panel at the 27th January Short Talk. They offered some pointers on the right questions directors and company secretaries should be asking themselves (and others) when considering Board materials for their mandates and to support effective and efficient decision-making.
“Infobesity had been deemed as being the
enemy of good decisions,” noted Nicola Phillips, head of Luxembourg company
secretariat at Fidelity International in Luxembourg, and moderator of this short
talk. The challenge of information overload was studied from different
perspectives: the board, company secretarial and legal as well as human aspect.
Understand our biases - the human aspect
Working to counter our biases and preconceptions is particularly important, said Mathilde of the sustainability promotion network IMS. She highlighted confirmation bias, our tendency to search for, interpret, favour, and recall information in a way that supports our prior beliefs. “Our brains try to make us feel that we are already correct,” she noted. So when faced with a pile of documents and time pressure, “the brain will tend to work to filter every piece of information to confirm what we already think,” she said.
Sarah Khabirpour, board member of the International School of Luxembourg, agreed. She also highlighted the danger of the availability
heuristic or mental shortcut: the tendency to use recent examples of
information as being the most relevant to any given challenge.
Teamwork beats bias
Directors need to work together to challenge these biases, she said. “There needs to be a culture of discussion in boards, and meetings should not be conferences where you just sit and listen to a series of presentations. Boards should be seeking the information which is able to create value, and this is done by challenging the data that we receive,” she said.
By recognising these natural, human psychological tendencies, we can “reduce the risk of falling into some of these traps,” said Sarah. She added that this is part of the process of “bringing more human qualities to the board’s work”.
Mathilde agreed: “we need to find a balance
between the negative stress that can be created by our hyper-connectedness through
digital tools and maintaining strong human relationships.” Failure to manage
this tension “can lead to sub-optimal decisions and reduced innovative capacity
within teams,” she said.
Quick straw-polls were conducted during the
webinar to gauge how directors work to process the board packs they receive
before meetings. There was a broadly even split between those who spent one to two
hours on this work (30%), two to three hours (32%) and more than three hours
(39%). Asked when they do this reading, 61% said a few days before the meeting,
32% said as soon as they receive the information, with just 7% getting up to
speed just before the meeting. Asked about the amount of information they
received, most said it was about right, but a significant percentage said they
were being asked to digest too much data.
What does the law say?
Does the law offer us a guide to what information we should be receiving? Tom Loesch is an independent director, and he runs a law firm specialising in corporate, M&A, private equity and real estate law. He noted that the Companies Act of 1915 was pretty light in this regard, referencing that “each board member shall be entitled to examine all information submitted to the board.”
He broke this down into ideas around the
right of information, and the duty of information, concepts which have been
challenged in courts in Luxembourg and in neighbouring countries. Yet ultimately,
he notes “there is no line in the law as to how far directors can go,”
regarding the right for investigation. He even sees a case that minority
shareholders might have more rights in this area.
CoSec as board advisor
Ensuring that the information sent to boards is well calibrated is part of the responsibility of the company secretary, noted Anne-Catherine Grave, Chair of ILA’s Company Secretarial and Governance Officer Committee “Of course the role of taking minutes is vital, but the company secretarial role goes beyond this to helping to build relationships within the board and between the board and management,” she said. Hence the CoSec not only needs to understand relevant legal and regulatory requirements, “but also the business specific issues in order to add value for governance professionals,” she added.
Ideally the CoSec should be a board advisor, who proactively distributes key information effectively, and through whom requests for further or clarified data can be channelled, she said. Sarah agreed: “the secretary is the guarantor of good intelligence. It is important to have someone that is in charge of the collective memory of the board, to help ensure that there is no need to continually revisit prior discussions.”
Which, she said, brings the topic back to the idea of the need for teamwork and discussion. “Effective board work is based on a culture of openness, respect and trust which enables the creation of value and identification of blind spots,” Sarah said.
Key topics in video
ILA Board Organisation and Effectiveness Committee
Short Talk 27 January 2021
It was great to see positive interest for this short talk session on Board materials and infobesity and we hope that those that attended found it useful and informative. Given there are so many big topics being discussed these days, it was good to ‘come back to basics’.
It is important that you (as a director or company secretary) understand the importance of getting the balance of information right (quality versus quantity), understanding your mandate and the overall governance framework, building trust with management, but also having at least some understanding of how the human machine can influence how you process the information provided to you (cognitive bias) - and in turn the steps you should be taking to actively influence the flow of information to support the board in taking informed, effective and efficient decisions (rather than passively accepting the information provided).
We do hope to be able to draw on some of the themes that came up in this short talk, so please watch this space!
Below you will find a link to the questions raised through the chat function during the short talk that we were unable to address and the responses that have been provided by the panel. We have also provided some additional links that you may find useful.
And to conclude, one of the poll questions was “Do you think you get the right level of information?”. 40% responded with “Too much”. So, the next question would be, “What are you doing to address the excess information received?”
What is the best way/channel for independent directors to ask for more information? To the Chairperson, Board Secretary or CEO directly?
Sarah: Chairperson and/or Secretary in a first instance but a director needs to develop the capacity to know whether they have the relevant information and from whom to get it
Tom: To the person whom the independent director has identified as the one having signed off on content of the board back; normally, that could be the Chairperson in first instance.
Anne-Catherine: To the Chairperson and the Board Secretary
What should the role and responsibilities of the Company Secretary be in streaming the information received from Operations before providing them to the Directors as part of the Board pack?
Anne-Catherine: The Company Secretary will assist the management team to frame the material that will be submitted to the Board: The CS can explain the expectations of the Board members so the management team is able to communicate more effectively with less need for questioning or more information.
It is the role of the Company Secretary to expose optimistic/confident proposals and reveal some of the false or inaccurate messages – allow reduction of biases.
The Company Secretary should check to be sure that management has carried out all relevant consultations before bringing a proposal to the board.
The Company Secretary may introduce document-execution processes that require managers to get sign off on a proposal from specific functions such as finance, legal, before bringing a proposal to the board.
The purpose of board papers is to inform or stimulate debate and to seek approval so papers for the board should be clear and concise, be in an understandable language, answer all the questions that directors are likely to ask and should not include jargon or acronyms. The CS should ensure that there is a standard format, length and style issued for board papers. The board pack should be structured in a logical and methodical manner with tabs and numbered pages that held the board members to navigate and know where they are so they can quickly and easily find the key points.
Tom: I adhere to Anne-Catherine’s response. One additional point appears to me to be the absolute need for an efficient working relationship between the Company Secretary and the Chairperson . The idea of the CS being a kind of an “anti-chamber” of board meetings is an interesting concept; yet, this idea would likely trigger the need for the CS to brief all directors on any challenge he/she has raised on the content of a board pack.
Sarah: I would add that the secretary needs to ensure that there is coherence and continuity in the debates – that is the only way collective maturity can be acquired on an institutional level.
Regarding requests for information, shouldn’t this also happen before the meeting and not just at the meeting itself?
Sarah: yes – concern for an institution must be ongoing and not just limited to a board meeting.
Anne-Catherine: yes indeed and when items on the agenda require expertise that is not widespread on the board, the Company Secretary should suggest to the Chair or the board member concerned that a pre-discussion take place on the issue to bring the board’s knowledge to a level that an informed debate can be held and/or a decision can be made.
The challenge is to reconcile the notions of ‘duty of care’ of Board members and the assymetry of information between management and the Board. The solution is not an abundance of information but the right information to contribute to quality decision making. How to foster an alignment towards this objective of quality decision making within the organisation? How to achieve greater effectiveness and efficiency? What is the role of the Company Secretary in this process and that of the Chair?
Sarah: The information gap is clearly a problem that needs to be addressed, but also the board needs to understand what type of information it needs in order to add value to the work of management. What does a board need to know in order to define a long-term strategy, ensure proper oversight and decide about the financial stability and performance of a company? Establishing alignment and symmetry with management may not necessarily imply having the exact same information at hand.
Tom: The Chairperson should assume the role of the ultimate referee before board meetings (content/quality of board material) and during board meetings (intelligent conduct of meetings, impartial handling of controversial debates…). Efficiency and effectiveniss are often achieved by a clear rule book (internal regulation).
Anne-Catherine: Due to their pivotal position, the Company Secretary can provide feedback on material and explanations of why a decision has been made and descriptions and clarifications concerning requests/expectations from/of the Board members. The Company Secretary may be able to interpret requests for further information from the Board for more relevant papers. They can help by ensuring papers hit the desired mark to benefit the Board and the author because they have gained a personal knowledge on the way the Board operates, the various learning styles of each Board member, etc.
Does the panel see a more developed role for technology in informing Boards? At the moment it is mainly used to deliver elctronic Board packs of a size that would be unacceptable if printed and posted. What about something more digitally advanced?
Sarah: Technology will impact the functioning of boards more and more – clearly boards needs to regularly assess how to become more efficient with digital tools. Beyonad that, understanding the impact of AI in boards is also a requirement.
Anne-Catherine: There are various electronic board packs on the market and some of them have introduced a tracking of actions points with allocated owners.
Based on your practical experience, what is the most efficient format of a Board pack in delivering information or messaging to the Board? Powerpoint, Word, other?
Tom: “One size fits all” would not be the right approach here; each board is different. Difficult to give a preference to one format over another. In my experience one-pagers (executive summaries) describing complex matters prove quite useful, but could represent a challenge for independent directors where critical issues might go under in too harsh a summary.
Anne-Catherine: the “look” of a paper matters as well as well-presented materials are easier to read. A good board pack will have a consistent use and feel, with all authors following their organisation’s style guide for all elements. Cover sheet should be used to guide members on what they are being asked to do, e.g. whether the paper is for discussion or for approval, etc. The use of visual aids is also important.
Any thoughts on the importance of meeting minutes and action points?
Sarah: This is clearly an important aspect and links directly to the secretary’s duty to ensure coherence and continuity in the board.
Tom: The director liability is to a very large extent measured by the content of Board Minutes : what was discussed and how indepth ? Who voted and how ? Minutes are key in the regulated and non-regulated world.
Anne-Catherine: The importance of minute taking and ensuring proper recording of meetings remains critical: it is not a task that should be taken lightly or undertaken by someone who does not understand the business. A lack of understanding the business will trigger a lack of understanding of the nuances of discussion: key elements are likely to be lost.
The CS must have a clear understanding of the audience as the minutes must be written to meet the needs of various stakeholders. For instance, the regulatory matters should be documented in minutes in a way that clearly captures the regulatory elements of a discussion. Minutes help to satisfy a regulator’s enquiry on how the board has considered a particular matter. From the board and the management perspective: minutes provide an accurate record of decisions taken and required actions and responsibilities for the follow up. The minutes are the only proof that the board members have fulfilled their responsibilities and duties.
If a Board is receiving Board packs that contain circa 3k pages, are they fully responsible for reading everything outlined therein? What is the liability of the Board members if something is missed that was contained somewhere in that bulk of 3k pages?
Sarah: Board members need to give feedback if the format doesn’t suit their needs – but yes, material must be read, studied.
Tom: Board packs could be considered as creating rebuttable presumptions that directors had adequate/full information and proper knowledge on past business reported and future proposed business. Directors are supposed to react and resist such presumptions by objecting to the quality of board papers : too long, hardly understandable, not to the pint, …etc.
Whilst I fully agree that in Boards we need a culture of discussion which has to do with mutual trust, we, in my opinion, need to underline the role of the Chair, who is crucial in influencing the culture of the Board meetings.
Sarah: A culture of discussion must be common among all board members – the role of the Chair is to facilitate it but other than that I feel that everyone must take the view that a certain culture of discussion is needed for it to be anchored.
Anne-Catherine: Indeed, the Chair creates the conditions for overall Board and individual Board member effectiveness. Chair sets clear expectations concerning the company’s culture, values and behaviors and the style and the tone of Board discussions.
Do you think that pre-Board meetings between the Chair and the Company Secretary is essential to raise any queries/issues prior to the Board meeting?
Tom: Yes, such meetings are strongly recommended though they should not be limited only to Chair/CS meetings. The meetings should be extended to Chair/Management meetings (not all companies have a CS!) and complex matters should be the subject of pre-meetings/liaison between board members before the full-session discussion and decision-making.
Anne-Catherine: It is in my view even mandatory. The role of the CS is to help the chair to manage the meeting. The CS should prepare a brief of the meeting for the chairman. Written in bullet format, it should include information on each item on the agenda—for example, whether the agenda item is for information or needs approval. It should outline the matters arising from the previous meeting and give a brief update, to be dealt with on the agenda or to be dealt with at a future meeting. The CS should draw the attention of the Chair on specific items that he/she has noted when reading the Board pack.
For AML topics, there is the possibility to appoint a Board member as the RR
Tom: That is indeed the case. In the regulated environment I have lived experiences that nothwithstanding the RR/RC process in place, the Central Admin/AIFM maintains the regular production of standardised reports (based on sizable templates) even where the investor base and deal pipe had not changed from one board meeting to the other. Question here is the merit of overloading the board pack for each meeting, rather than forming a judgment call on frequency /content of the reports and offering the RR the option for, say, a one-pager summary report.