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Back to basics: Board meetings

Board Practices Quarterly, March 2022

By Natalie Cooper, Bob Lamm, and Randi Val Morrison

The pandemic prompted many companies to modify—at least temporarily—some of their core business, as well as board, practices in the face of health- and safety-related requirements that prevented or restricted travel and in-person gatherings. While the circumstances that gave rise to the restrictions were unwelcome, they provided companies an opportunity to review and re-evaluate the effectiveness of longstanding practices that, but for the pandemic, would likely not have taken place.

In this issue, we look at whether the pandemic prompted lasting changes to key board meeting practices and processes. We present findings from a February 2022 survey of Society for Corporate Governance members representing more than 150 public and private companies. The intent of the survey was to understand long-term changes made in response to the pandemic in practices such as board meeting formats (frequency and length), virtual meeting approaches, attendance, and materials and agendas.

Select findings

Respondents, primarily corporate secretaries, in-house counsel, and other in-house governance professionals, represent public companies (89%) and private companies (11%) of varying sizes and industries.1 The findings pertain to all companies, public and private. Where applicable, commentary has been included to highlight differences among respondent demographics. The actual number of responses for each question is provided.

Download complete findings as well as results by respondent demographic in boxes above.

NOTE: The survey was entirely focused on benchmarking long-term changes (implemented or planned) to board practices and processes as compared to pre-pandemic times.

To what extent has the pandemic impacted your board’s overall processes and practices? (161 responses)

For both public and private companies, moderate impact, followed by low impact, were the most common responses.

Describe any changes to regular board meeting frequency and length. Select all that apply. (154 responses)

At least 50% of all respondent types and sizes reported no changes made to board meeting frequency, though 25% of large-caps and 17% of private companies reported an increase and 9% of small-caps reported a decrease. Some respondents offered comments that provided additional color and/or themes, such as:

  • Board meetings held more frequently early in the pandemic, but pre-pandemic cadence resumed going forward
  • Willingness to add an additional virtual board/committee meeting if a meeting agenda is getting too long
  • Committee meetings now held the week before the board meeting rather than the morning of the board meeting so that time can be used for full board discussion
  • More virtual meetings


Describe any changes to your regular board meeting attendance practices. Select all that apply. (148 responses)

Compared to other market caps and private company respondents, almost twice as many small-caps (45%) have shifted to virtual-only meetings. A majority of mid-caps (52%), 38% of large-caps, and 28% of private companies have implemented or planned a mix of in-person only and virtual-only meetings. Hybrid attendance, with some directors attending in-person and some remotely, is more common among large-caps at 40% and is just over one-quarter (27%) for small- and mid-caps and private companies. The most common practice reported among private companies (33%) was that their boards have not implemented and are not planning to make any changes to meeting attendance practices for regular meetings. Some respondents offered comments that provided additional color and/or themes, such as:

  • Directors who attend remotely do so via videoconference rather than teleconference, as was the case pre-pandemic
  • In-person attendance reserved for multi-day meetings, with the balance held in a virtual format
  • Evolved to a hybrid meeting structure that consists of the shareholder meeting and some committee meetings being held virtually, with the balance of meetings in-person

End notes

1 Public company respondent market capitalization as of December 2021: 50% large-cap (which includes mega- and large-cap) (> $10 billion); 42% mid-cap ($2 billion to $10 billion); and 8% small-cap (includes small-, micro-, and nano-cap) (< $2 billion). Private company respondent annual revenue as of December 2021: 50% large (> $1 billion); 28% medium ($250 million to $1 billion); 17% small (<$250 million); and 6% not able to share. Respondent industry breakdown: 35% energy, resources, and industrials; 27% financial services; 20% consumer; 12% technology, media, and telecommunications; and 5% life sciences and health care.

Throughout this report, in some cases, percentages may not total 100 due to rounding and/or a question that allowed respondents to select multiple choices.

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