Topics for Your Next Board Meeting

The Russian invasion of Ukraine has raised new concerns for businesses already confronting supply chain disruptions and other challenges. In addition to efforts to recover from the pandemic, rising oil prices, trade sanctions and other issues will create even more questions for board members to consider at their quarterly board meetings.

Weaver, knowledgeable in advisory services, offers several topics to incorporate into your next board meeting to generate productive discussion and illuminate prospective opportunities as well as challenges. The following five questions can serve as a guide for your next board meeting, helping to secure your organization’s future from the possible risk the future holds.

1. Is the Russia-Ukraine conflict impacting operations?

Most organizations have probably already assessed the personnel and operations associated with the conflict. Companies with operations, customers, service providers or other business activities or relationships in Russia, Ukraine, and other European countries may have uncertainty associated with those business activities.  Sanctions from the U.S. and other western European countries, as well as decisions by companies themselves to scale back or cease operations in Russia could prove to have significant impact on operations for many public companies.

Areas to consider may include:

• The impact on critical supply chains. The conflict will place more pressure on an already struggling global supply chain system.
• Currency volatility. Potential impairment of assets as of the balance sheet date including inventories. The conflict is expected to lead to volatility in the dollar and currencies across Europe, which could impact the valuation of foreign subsidiaries and translated financial information. It will also have an impact on the determination of fair value of investments associated with the region.
• Cybersecurity. Sanctions from the U.S. and other European nations against Russia create a significant cybersecurity risk.  Weaver’s list of “Quick Checks” can help any organization protect itself by detecting, responding to, and recovering from cyber incidents.
• Other Risk Factors. Additional disclosure or explanation of other risk factors, such as loss or potential loss of customers and impact on liquidity.

2. How does rapid inflation affect budgets and short-term strategic goals?

As the effects of rapid inflation begin to ripple through the economy, potential impacts are likely to include not only prices of goods and services, but also salaries, third party vendor contracts, and liquidity pressures. Rising interest rates and changes to discount rates used in accounting estimates, including pensions, will also affect balance sheets.

Here are some questions to explore the effects of inflation on your organization:

• If inflation continues, how is management evaluating scenarios of increasing costs and potential liquidity pressures?
• Can rising costs be passed through to customers?
• Does the business have contracts in place with significant customers that prevent us from increasing prices and may need to be renegotiated?
• Has management created scenarios to assess how different rate increases may affect the accounting valuation of assets, such as goodwill and deferred taxes?
• Are your external accountants and auditors asking questions about impairment or liquidity concerns?

3. Has the current business environment created new risks for our key vendors, suppliers or business partners?

Over the past two years, the process of outsourcing has sped up as many companies turned to third-party vendors and other outside parties to alleviate challenges resulting from the COVID-19 pandemic. Whether providing support for new technologies, using contract labor to align resource needs with the business demands, or leveraging hybrid insource/outsource models to reduce costs, many of these operational adjustments are likely to remain in place indefinitely, creating a significant change to the company’s risk landscape.

Outsourcing may reduce an organization’s internal workload, but it does not reduce the risk associated with those activities. Weaver has provided insights on managing third party vendors to assist in evaluating relationships with existing third party vendors.

Here are some questions to examine how third party risks may affect your organization:

• Has management evaluated the viability of suppliers and key vendors in the current business climate?
• Could your business be interrupted by problems facing these critical vendors?
• Should you be exploring alternative vendors as backups if such a situation arises?

4. Is the organization prepared for potential changes in SEC requirements related to climate change and cybersecurity reporting for public companies?

The SEC recently announced new proposals for public company reporting related to climate change and cybersecurity. Public companies would be required to report climate-related risks that are reasonably likely to have a material impact on a registrant’s business, results of operations, or financial condition, and certain climate-related financial statement metrics in a note to the registrant’s audited financial statements. The proposed climate rules also require disclosure of a registrant’s greenhouse gas emissions. The proposed amendments related to cybersecurity would require, among other things, current reporting about material cybersecurity incidents and periodic reporting to provide updates about previously reported cybersecurity incidents.

To prepare for these potential changes, ask these questions:

• How is our company positioned for these new SEC reporting requirements? Are we up-to-date with leading practice for ESG reporting?
• Are we prepared for new requirements for board governance in these areas?
• What are the implications for overall operations of our business?

5. How effective are virtual board meetings?

Virtual board meetings are here to stay and can be an effective way for board members to communicate with management, but there are challenges as well. Two years after board meetings began to go virtual in response to the pandemic, there have been some obvious benefits, such as reduced travel, but also drawbacks. In many cases, shifting to virtual may have improved participation and collaboration by bringing all participants together in the same virtual meeting, rather than having some members physically present while others participate virtually, as often occurred in the past. However, focused attention and collaboration among board members can be more challenging in a remote setting.

Here are some questions to consider as your board adjusts to this change:

• Are we prepared for onboarding and integration of new board members in a virtual setting?
• How can we improve participation and collaboration in a virtual setting?
• What is the most practical board meeting arrangement for our business as pandemic restrictions are eased?

Weaver offers information and insights to prepare for your next board meeting. We can help you ask the right questions and determine appropriate plans of action based on topics and trends as they unfold. Subscribe to our monthly insights for articles and information to help you review your organization’s operations and prepare for change in an uncertain world.

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