Board Practices Research

Dear colleague,

In collaboration with the INSEAD Corporate Governance Centre, Ward Howell Talent Equity Institute is conducting a study of board practices in the context of the pandemic.

We would like to ask you to answer some questions about one board that you are a member of or work with (the board afterwards). After collecting and analyzing data we will share the results with you.

The survey is anonymous. It will take you not more than 15 minutes.

Please note - all questions are about the events of the last two months.

If you a member of several boards – please, choose only one to answer the questions.

Thank you!

Question Title

* 1. In the chosen company you are (mark as many as appropriate):

Chair of the board

Member of the board - independent director

Member of the board – shareholders’ representative

Member of the board - executive director

Member of the board – non-executive director

CEO

Senior executive

Corporate Secretary

Other (please, specify)

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* 2. To which extent the board was prepared for the pandemic?

Not at all

Prepared only in some aspects

Prepared enough

Fully prepared

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* 3. With regard to the current challenges the collective competency of the board is

Fully adequate

Almost adequate

They are areas in which the board is strong and some areas where it lacks competency

The board has serious shortcomings

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* 4. Since the beginning of the pandemic the board composition (mark as many as appropriate):

Has remained unchanged

New members have joined

Some members have left

The board has been disbanded

The board has been strengthened with external experts

The changes made were planned before pandemic

New members have been nominated to be elected at the next shareholders meeting

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* 5. The board’s mission/purpose - choose statement that describes the current situation most accurately:

Formulated a new one

Adjusted the existing one

Not discussed it

Kept it unchanged

The board does not have a mission

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* 6. Who is a key decision maker during the pandemic?

Shareholders

The board of directors

СЕО and senior executives

Recently created decision-making body, consisting of senior executives

Recently created decision-making body, consisting of board members, senior executives and representatives of shareholders

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* 7. Currently the board meets:

Every day

Few times a week

Weekly

Biweekly

We have not changed the frequency of meetings

We have not any meetings

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* 8. The length of board meetings:

Increased significantly

Increased

Remained approximately the same

Decreased

Decreased significantly

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* 9. The number of items on the board agenda:

Increased significantly

Increased

Remained approximately the same

Decreased

Decreased significantly

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* 10. The quality of the board decisions:

Increased significantly

Increased

Remained approximately the same

Decreased

Decreased significantly

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* 11. Your time commitment to the board:

Increased significantly

Increased

Remained approximately the same

Decreased

Decreased significantly

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* 12. Outside of formal board meetings how the frequency of your interactions has changed?

	Increased significantly	Increased	Remained approximately the same	Decreased	Decreased significantly	Absent
with other board members	with other board members Increased significantly	with other board members Increased	with other board members Remained approximately the same	with other board members Decreased	with other board members Decreased significantly	with other board members Absent
with the chairman of the board	with the chairman of the board Increased significantly	with the chairman of the board Increased	with the chairman of the board Remained approximately the same	with the chairman of the board Decreased	with the chairman of the board Decreased significantly	with the chairman of the board Absent
with shareholders	with shareholders Increased significantly	with shareholders Increased	with shareholders Remained approximately the same	with shareholders Decreased	with shareholders Decreased significantly	with shareholders Absent
with CEO and senior executives	with CEO and senior executives Increased significantly	with CEO and senior executives Increased	with CEO and senior executives Remained approximately the same	with CEO and senior executives Decreased	with CEO and senior executives Decreased significantly	with CEO and senior executives Absent
with government and regulators	with government and regulators Increased significantly	with government and regulators Increased	with government and regulators Remained approximately the same	with government and regulators Decreased	with government and regulators Decreased significantly	with government and regulators Absent
with other external stakeholders (banks, suppliers, customers, etc.)	with other external stakeholders (banks, suppliers, customers, etc.) Increased significantly	with other external stakeholders (banks, suppliers, customers, etc.) Increased	with other external stakeholders (banks, suppliers, customers, etc.) Remained approximately the same	with other external stakeholders (banks, suppliers, customers, etc.) Decreased	with other external stakeholders (banks, suppliers, customers, etc.) Decreased significantly	with other external stakeholders (banks, suppliers, customers, etc.) Absent

Question Title

* 13. Since the beginning of the pandemic how often has the board discussed the following items?

	Each meeting	Often	Few times	Once	Never
COVID-19	COVID-19 Each meeting	COVID-19 Often	COVID-19 Few times	COVID-19 Once	COVID-19 Never
Cash flow	Cash flow Each meeting	Cash flow Often	Cash flow Few times	Cash flow Once	Cash flow Never
Strategy	Strategy Each meeting	Strategy Often	Strategy Few times	Strategy Once	Strategy Never
CEO’s fit to run the business	CEO’s fit to run the business Each meeting	CEO’s fit to run the business Often	CEO’s fit to run the business Few times	CEO’s fit to run the business Once	CEO’s fit to run the business Never
CEO’s goals	CEO’s goals Each meeting	CEO’s goals Often	CEO’s goals Few times	CEO’s goals Once	CEO’s goals Never
CEO’s compensation	CEO’s compensation Each meeting	CEO’s compensation Often	CEO’s compensation Few times	CEO’s compensation Once	CEO’s compensation Never
Annual budget	Annual budget Each meeting	Annual budget Often	Annual budget Few times	Annual budget Once	Annual budget Never
M&A opportunities	M&A opportunities Each meeting	M&A opportunities Often	M&A opportunities Few times	M&A opportunities Once	M&A opportunities Never

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* 14. What other items has the board discussed since the beginning of the pandemic?

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* 15. What do you rely on to make decisions during a pandemic? (mark as many as appropriate):

Consultants' reports (BCG, McKinsey, etc.)

Competitors’ actions

Government instructions

The company’s analytics

My professional experience

Experience of other companies that I know about or where I am on the board

Management recommendations

Other (please, specify)

Question Title

* 16. Since the beginning of the pandemic the board has made the following decisions (mark as many as appropriate):

To freeze all operations

To freeze some operations

To replace the CEO

To replace some of the key executives

To reduce CEO’s and senior executives’ compensation

To reduce directors’ compensation

To reduce investment program

To reduce dividends

To increase investment program

To acquire other companies

To exit some business lines

To enter new business lines

To exit some territories

To enter new territories

To adjust strategy

Other (please, specify)

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* 17. How has the board dynamics changed?

No changes

Discussions disappeared, the board approves what chair/CEO/shareholder suggests

Discussions became more acute

From time to time discussions escalate into serious conflicts

Question Title

* 18. Business after the pandemic crisis - choose statement that describes the current situation most closely:

We are actively discussing the future

We had an initial conversation about the future

Not yet, but we are planning to discuss the future

No, we are focused on solving current problems

Other (please, specify)

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* 19. What are the major challenges the board is facing currently?

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* 20. What skills, knowledge and competencies should be strengthened/acquired by the board in the current situation?

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* 21. Company type:

Public

Public with the state as a controlling shareholder

Private

State owned

Non-for-profit

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* 22. Company size:

Less than 100 employees

100 to 499 employees

500 to 999 employees

1,000 to 4,999 employees

Over 5,000 employees

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* 23. Sector:

Agriculture

Manufacturing

Extraction industry

Financial institutions

Retail

Real Estate and Construction

Hospitality

Energy

Professional Services

Other (please, specify)

Question Title

* 24. Board size:

Less than 6 members

6 - 9

10 - 15

More than 15 members

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* 25. Country:

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* 26. Your age group:

Under 40

41 - 50

51 - 60

61 - 70

71 - 80

Above 80

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* 27. Gender

Female

Male

Other