TMI: Data Overload from New Technologies a Challenge to Board Directors
April 2, 2013
The rising mountain of electronic information and concomitant ease of distribution has boardroom directors buried in data. Memos, minutes, presentations, agendas, financials, and PowerPoints overload the inboxes, overwhelming directors as they try to prepare for board meetings and exercise their duties.
“As a director, you need your board to put reasonable limits and priorities on this phenomenon,” argues Tom Dougherty in the 2013 Edition of The Directors’ Handbook. “It is true that so long as directors make well-informed decisions without conflict of interest, they should not be held liable for business judgments that do not lead to successful outcomes, and under Delaware law can be exonerated from personal liability by company charter so long as they meet that standard of conduct. However, having more data does not necessarily mean that directors are better informed.”
Dougherty encourages directors to tackle this trend aggressively, for example by focusing management presentations in a board meeting on key points after providing pre-meeting reading material, and establishing a protocol for director updates. Such measures can help to bifurcate the document volume provided to a director into key discussion material and an appendix of back-up material, and thus free him or her up to scrutinize the information received with greater care, and still have time to exercise his other directorial duties.
Dougherty addresses this and other timely director issues in the all-new 2013 Foreword of The Directors’ Handbook, such as challenges to director merger oversight, the problems of economic rebound and consolidation.
“The next year will see a resurgence of unsolicited merger activity,” Dougherty asserts. “But maybe this will precipitate an outcry, and a call for rebalancing values, so that director judgment in setting corporate strategy is given more, not annually less, freedom to strive for success.”
A Valuable Resource
Tom Dougherty, a partner at the Boston offices of Skadden Arps since 1984, has been producing annually updated editions of The Directors’ Handbook for 18 years. He brings his wit and wisdom to write a book that is timely, informative and provocative.
The Handbook is an ideal resource for boardroom directors, providing them with insights on the current challenges that they face, as well as detailed information about how to handle problems and issues that can arise. Concise and well-written, the book offers guidance on how to best handle such director duties as executive compensation, hostile takeover attempts, and proxy battles, as well as analysis of critical issues such as creating an audit committee charter, crisis management, and director and officer insurance.
One chapter addresses the role and best practices of the corporate secretary, while another offers detailed guidance on board minutes and directors’ notes. Also included is information about majority (rather than plurality) voting for directors; staggered board repeals; best practices for handling restatement crises; and the political economy of corporations and corporate governance approaches around the world.
Over the years, Dougherty has offered thoughtful commentary on the directorial hot buttons, from SOX to FCPA expansion, the Dodd-Frank Act and its whistleblower provisions and proxy access. This 2013 Edition captures important updates to such issues, and offers fresh insight on the impact of the ongoing turmoil in the global economy. The author has selected valuable resource material to include in the handbook, such as the key cases and legislation that form the basis for corporate governance here and abroad.
To learn more about 2012 Edition of The Directors’ Handbook, or to order a copy, click here.
To read an excerpt of the 2012 Foreword of The Directors’ Handbook, click here.