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July 28, 2012

The other day I attended a Board of Directors meeting for one of the organizations I am involved in.  At one point during the meeting I looked around the room at the other board members and I noticed something: more than half of these corporate board members were looking down or typing away at their iPads or smart phones.  There was nothing at that point of the meeting which would have required them to utilize their mobile technology.  I thought about it for a second and then continued on navigating the various apps on my iPad.  Then it struck me – how is that we have let mobile technology takeover the boardroom to the detriment of the fiduciary duties of corporate board members? 

Mobile technology has without question become an indispensable instrument of our daily lives. It is now routine to walk into a business meeting and place one’s iPhone, Android or Blackberry on the table and several times during the course of that meeting check and respond to email and text messages.  It is as if the business community has come to an understanding that such behavior is not rude, but rather a necessity dictated by the increasing demands of the corporate world.  But in the boardroom another dimension enters the equation – that being the fiduciary duties a director owes to the corporation regardless of whether it is a public, private or non-profit corporation.  In particular, there is the legal duty of care – which is more or less the exercise of good business judgment and the use of ordinary care and prudence as a director acting on behalf of the corporation.  Nowhere should that fiduciary duty of care be more in focus than in the boardroom.  Yet, time and time again in board meetings, the attention of directors is turned away from the business at hand to the emails and text messages they are receiving on their mobile device, and as a result we as directors are at risk of breaching our fiduciary duties.

It has reached the point that some boards have instituted a policy that mobile devices be turned off completely in the boardroom.  This of course requires the company to provide a process through which directors can be contacted in case of emergency during the board meeting (e.g. a contact number staffed by a company representative).  For many boards, they are not willing to go to such an extreme as they believe it will be an impediment to board member recruitment.

The issue of mobile technology in the boardroom has become more of a complicated issue with the proliferation of tablets and board portals through which directors access and review their boardroom materials.  Tablets are the future of the boardroom and in my opinion they will improve boardroom service.  Accepting this reality, has it reached that point that boards have to list “Must not be addicted to mobile technology” in their board of directors job description?  Perhaps a more realistic approach to having directors take their board member responsibilities more seriously is for us to make a commitment to stop emailing and texting in the boardroom and place our focus on the affairs of the company.   

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