Ensuring effective board communication has always been a critical aspect of the role of the corporate secretary, but even more so in the face of ever-increasing liability for directors.
The business judgement rule has been incorporated into legislation in many jurisdictions. The ability to depend on this rule is impacted by the actual information shared with directors, as well as the quality of their discussions and debate (based on such information provided) in reaching a decision in the best interests of the company.
In addition, the increased usage of electronic communication has introduced many opportunities for better and instant communication, but at the same has increased the risk of overload.
The corporate secretary, as the custodian of governance and the conduit between management and the board, can play a critical role in balancing the imperatives of management and the board, in the quality and detail of the information reaching the board and thus the quality of their ultimate discussions and debates, as well as board communication in general.
This white paper is intended to challenge corporate secretaries on the manner in which they approach their accountability for sourcing information to communicate to the board, to assist the board in future-proofing the organisation.
It also provides practical tips to enable them to ensure the materials presented to the board for decision-making are timely, accurate and effective to inform and facilitate discussion, and balance the sometimes different objectives of management and the board.