Board Management Software

This Week in Governance

  • By: Rob Kunzler
  • August 16, 2021
Reading Time: 4 minutes

This week, Nasdaq mandates diversity disclosures, email discoverability warrants extra caution, and climate challenges every board.

I grew up a passionate baseball and Chicago Cubs fan. Growing up 90 miles away from Wrigley Field helped, but so did the “WGN Effect.” – I spent many of my summer childhood days watching the Cubs’ day games on WGN. But it was “This Week in Baseball” (TWiB) that I remember so fondly – the weekly highlight show broadcasted on Saturday afternoon from the mid-70s through 2010.  

TWiB was meaningful in its ability to distill a week’s worth of baseball across the country into a jampacked 40 minutes, highlighting the great plays, division and pennant races, and providing insights into the game not found elsewhere, certainly in the pre-ESPN years of my youth. 

While the concepts of governance and technology may not have the “made for TV moments” of baseball, the activity and movement is no less interesting or compelling. Borrowing from the TWiB concept, today we launch “This Week in Governance (and Technology)” – or OnBoard’s TWiG. 

Each week we’ll dissect and investigate key stories affecting governance and the role technology plays in effective board collaboration. We’ll look at stories directly affecting the boardroom and beyond. We will seek to find narratives that might otherwise be overlooked and tie them back to the basic principles of progressive governance in an age where governance is being reinvented in so many ways. 

This week we’re covering NASDAQ’s proposed disclosure mandates for DEI, the real cause for concern when using email for board communications, and the global impact your board’s ESG actions can create.

I hope you enjoy the reading and welcome your feedback. 

Rob Kunzler
Chief Marketing Officer
OnBoard 
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NASDAQ Proposes Mandatory DEI Disclosures

Last week was a notable one for governance and technology.  

First, the SEC approved a NASDAQ proposal to require its listed companies to have diverse boards or explain why they don’t.  

SEC chair Gary Gensler commented in a Reuters article, “These rules will allow investors to gain a better understanding of NASDAQ-listed companies’ approach to board diversity.” 

From our seat, we applaud NASDAQ and the SEC for their forward-looking policy change. Diversity, Equity, and Inclusion (DEI) is certainly a hot-button topic and well debated in both academic and leadership settings, but this move by NASDAQ and the SEC seeks to move the issue well past philosophical debate and instead towards real, needed change.  

Recently, OnBoard completed its first annual Board Effectiveness Survey that revealed that only 48% of all boards noted increasing board diversity was an important strategic objective and have developed specific plans around improving DEI.

Thirty-nine percent of remaining boards acknowledged the importance of diversity but had not created any specific plans or strategy dedicated to the topic. Clearly this is an important issue to the majority of boards, but taking action remains a critical impediment for many. 

A new, positive future of diverse boards is taking shape. Certainly, the application of this and other policies will be rocky and challenging, but progress is being made.  

Email Discoverability Creates Cause for Concern

Next, there was a great article by Doug Raymond in Directors & Boards Magazine regarding the use of external email by board directors. Raymond reminds us about the powerful ways the real-world risk that using company or even personal email accounts can introduce to boards of any organization, especially in murky legal situations (a la Papa John’s, Softbank/WeWork). 

We frequently counsel our OnBoard customers to utilize our secure board portal as either the sole or primary means to communicate between the board and its members. From a defensive point of view, this makes sense. Board portals like OnBoard are better able to ensure privilege for directors’ communication. 

Historically, there has been some resistance at first to moving communications to a board portal. This makes sense as most board directors have a tendency and comfortability with email. 

But when secure communication in a portal is built well, and it offers a seamless user experience, we’ve found customers’ directors are not only willing to use OnBoard as their communications platform, but it also becomes their preference. Our message to directors and administrators is simple – use a board portal for director communication, and use OnBoard to make that communication simple, effective and uncomplicated. 

Corporate Governance, Global Impact

Finally, our friends at Russell Reynolds recently published their “2021 Global and Regional Trends in Corporate Governance report. It’s an impressive, comprehensive read. What struck me was the clarity of demand around the “Environmental” and “Social” parts of ESG. This is especially prescient given the subsequent UN report on climate change, which if nothing else, painted a dire, urgent picture that gives even the most callous of us pause.  

For us, the Russell Reynolds report and the subsequent UN Report escalates and shines the brightest of lights on two issues we believe will define our times (and our institutions, our board rooms, and living rooms) over the next several decades – climate change and diversity/inclusion. Neither topic is comfortable or simple. Both issues require a deep, comprehensive examination from each of us and from the organizations we serve.  

At OnBoard, we often talk about our purpose – “to enable the most important pursuits of our times make a better world.” That pursuit simply can’t ignore these two defining issues. We want to start and have that conversation now. 

What are the governance and tech topics you want to discuss? Email us at [email protected] to weigh in.

About The Author

Rob Kunzler
Rob Kunzler
Rob Kunzler is OnBoard’s Chief Marketing Officer. With 20+ years of executive marketing leadership experience, Kunzler brings proven expertise in brand development, lead generation, partner and alliance marketing, direct marketing, product marketing, digital marketing, and public relations.