ARIZONA STATE UNIVERSITY CORPORATE AND BUSINESS LAW JOURNAL VOLUME 2 FEBRUARY 2021 NUMBER 1 ONLINE ONBOARDING: CORPORATE GOVERNANCE TRAINING IN THE COVID-19 ERA SETH C. ORANBURG & BENJAMIN P. KAHN† CONTENTS INTRODUCTION 2 I. THE ESSENTIALS OF ONBOARDING 3 A. In --- ormation 3 i. Data Dump 4 ii. Personally Tailored In --- ormation 4 iii. In --- ormal In --- ormation 5 B. Socialization 5 i. Setting the Tone 6 ii. Mentor-Mentee System 7 iii. Meetings 7 C. Motivation 8 i. Stay Mission-Oriented 9 ii. Goal Setting 9 iii. Moving to Greater Autonomy 10 II. HOW TO MOVE ONBOARDING ONLINE 11 A. Provide In --- ormation Ahead o --- Time (The Flipped Boardroom) 12 i. Create a Virtual Data Room 12 ii. Tailor VDR Content 13 iii. Engage! 13 B. Host a Virtual Meeting 15 i. Plan a Plenary Session 15  Assistant Pro --- essor, Duquesne University School o --- Law; Program A --- --- iliate Scholar, The Classical Liberal Institute at NYU; JD, The University o --- Chicago Law School. † JD Candidate, Duquesne University School o --- Law. 2 CORPORATE AND BUSINESS LAW JOURNAL Vol.2:1: Feb. 2021 ii. Break Out --- or Active Learning 16 iii. Come Together --- or Hot Topics 17 C. Socially-Distant Socialization 18 i. Virtual Happy Hour 18 ii. Pair and Share: Play Matchmaker 18 iii. Mentor-Mentee Pairs 19 III. CONCLUSIONS 20 INTRODUCTION Director onboarding is the process by which an organization --- acilitates a new director stepping into the role. It is a means by which an incoming director becomes --- amiliar with their new surroundings, the organization, their --- ellow board members, and other organization leaders. As such, it is an inherently personal experience that has always necessitated --- ace-to- --- ace interaction, whether it takes place in the boardroom and adjacent o --- --- ices, company retreats, or happy hours. Until 2020, tried-and-true onboarding methods --- unctioned e --- --- ectively, and there was no reason to reimagine the onboarding process as a potentially virtual procedure. Un --- ortunately, the novel coronavirus brought about unprecedented and con --- using circumstances, and organizations worldwide were --- orced to shi --- t their entire business plat --- orms online with little or no time to prepare. In the COVID-19 era, it is increasingly apparent that traditional business models are simply impossible to maintain, and proven methods o --- director onboarding are no exception. I --- boards wish to integrate new directors and per --- orm as e --- --- ectively as they had be --- ore the pandemic, they will need to translate their onboarding procedures to an online --- ormat. To do so, organizations must --- irst assess their onboarding procedures to identi --- y their strengths and weaknesses. To this end, we --- irst must ask: what are the key components o --- an e --- --- ective onboarding program in ideal circumstances? A --- ter the key components o --- director onboarding be --- ore COVID-19 are identi --- ied, we may attempt to translate those components into their online analogs. As we will see, some components o --- e --- --- ective onboarding programs are more easily adaptive to an online --- ormat than others. Moreover, organizations may --- ind that methods used to onboard new directors remotely are, in --- act, less time-consuming and more e --- --- icient than traditional, in-person practices. Moving director onboarding to an online --- ormat will include utilizing traditionally pedagogical methods paired with online data sharing applications, as well as using services such as Zoom to stay connected through in --- ormal, community-building events. The pandemic has thrown traditional business practice into disarray. Onboarding organizers should see this as an opportunity to rethink and reshape their onboarding practices. Even a --- ter business returns to a state o --- normalcy, onboarding organizers can employ online techniques to be more e --- --- icient and better equipped to handle un --- oreseen circumstances. Shi --- ting the perspective --- rom a state o --- chaos to a chance to re --- ine onboarding practices bene --- its both current and --- uture directors and results in a more e --- --- ective board. 3 CORPORATE AND BUSINESS LAW JOURNAL Vol.2:1: Feb. 2021 I. THE ESSENTIALS OF ONBOARDING Be --- ore determining how to best move onboarding to an online --- ormat, the orgnization must identi --- y key components and best practices o --- its pre-pandemic director onboarding. In this section, we identi --- y and outline those practices which should be implemented in any onboarding program. Director onboarding typically begins with the organization delivering to the new director as much tangible in --- ormation as possible, as quickly as possible, including details on --- inances, risks, and business strategies. In --- ormal in --- ormation, such as details on intangible group dynamics within the organization itsel --- , must also be conveyed. The delivery o --- in --- ormal in --- ormation is illustrative o --- the socialization process, which is equally important to the e --- --- icacy o --- the board as is --- amiliarizing new directors with business data and strategy. Socialization can be achieved through a number o --- onboarding techniques, including creating a mentor-mentee system in which a --- ellow director acts as a mentor --- or the incoming director in the --- irst weeks o --- their employment. Ethical and responsible behavior --- rom the executive team and onboarding planners will also introduce the new director to board culture, accelerating their understanding o --- the organization and making their transition into their role as smooth as possible. The third key component o --- director onboarding is motivation o --- new directors. This is perhaps more important now than ever as business moves online and directors work --- rom home. Motivating incoming directors means maintaining a --- ocus on the organization’s mission by connecting the mission to the day-to-day goals o --- the director. Ultimately, the onboarding process should be designed to motivate the new director to “own” their work, internalize the organization’s mission, and move toward greater autonomy. A. In --- ormation At the highest level, directors trans --- orm in --- ormation into value. There --- ore, someone transitioning into a director role must learn to access in --- ormation in order to create value.1 At the outset, the director onboarding process should provide enough in --- ormation about the company to enable a new director to add value as quickly as possible.2 The starting point --- or all onboarding programs should be --- ocused on conveying as much company in --- ormation to the new director as possible. In --- ormation on how the company operates and their role in the organizational structure equips an incoming director with the tools necessary to become a valuable member o --- the board in the shortest amount o --- time possible. Without the necessary in --- ormation, a new director may be disoriented in their --- irst crucial weeks or months with the board, severely diminishing their e --- --- icacy. In this section, we cover the crucial in --- ormation that must be conveyed at the outset o --- the onboarding process, and methods --- or conveying the in --- ormation—the “data dump,” personally tailored in --- ormation, and in --- ormal in --- ormation. 1 Mary Driscoll & Michael D. Watkins, Onboarding a New Leader—Remotely, HARVARD BUSINESS REVIEW (May 18, 2020), https://hbr.org/2020/05/onboarding-a-new-leader-remotely. 2 New director onboarding, KPMG (2016), https://boardleadership.kpmg.us/content/dam/boardleadership/en/pd --- /2016/new-director-onboarding-strategy.pd --- . 4 CORPORATE AND BUSINESS LAW JOURNAL Vol.2:1: Feb. 2021 i. Data Dump A data or document “dump” is an e --- --- ective way to ensure that a new director possesses enough in --- ormation to adequately --- amiliarize themselves with the company’s tangible characteristics.3 An initial data dump should include, among other items, any organizational charts, --- inancial reports, company charters and bylaws, codes o --- ethics and conduct, strategic plans and project documentation, and other key corporate policies.4 This is usually accomplished in the --- orm o --- a comprehensive package o --- key documents assembled by an organization’s secretary or a committee o --- the board --- or the incoming director’s review. In a recent survey o --- over 200 senior interim executives, 95% stated that access to such in --- ormation made them more e --- --- ective in their --- irst --- ew weeks.5 Furthermore, access to in --- ormation broadens the incoming director’s view o --- the organization and their role in the organizational structure.6 Minutes --- or the past --- ew board meetings and all committee meetings, regardless o --- whether the new director is assigned to a particular committee or committees, will give the director a more comprehensive view o --- the company as they enter their new executive position.7 ii. Personally Tailored In --- ormation “The best [onboarding] programs are --- ormalized and tailored to take into account the unique backgrounds, experiences, and expected committee responsibilities o --- each new director.”8 Onboarding organizers must provide new directors with in --- ormation on their particular role in the organization, such as how to administer and manage company policies and programs.9 In this area, the challenge --- or any board is to tailor the program to the speci --- ic needs o --- the new director, as new directors have varying --- amiliarity with the role o --- the director.10 Onboarding organizers should be mind --- ul o --- the varying experience levels o --- incoming directors. For this reason, onboarding programs may be separated into two tracts to compensate --- or a new director’s prior experience, or lack thereo --- . A program incorporating general training on the role o --- the board and its directors may be necessary --- or --- irst-time directors without previous board experience.11 The same program may not be necessary, however, --- or a more --- amiliar new hire. Some experts suggest that onboarding should be tailored --- or each individual board member. This may be the best way to ensure that the board members are aware o --- their duties, but may not be --- easible --- or small organizations. At a minimum, most organizations can 3 Driscoll & Watkins, .supra note 3. 4 Je --- --- Levinson, Scott Hodgdon & N. Peter Rasmussen, All Aboard! Facing the Challenges o --- Recruiting and Onboarding Directors, ACC DOCKET (October 2018), https://www.accdigitaldocket.com/accdocket/october_2018/MobilePagedArticle.action?articleId=1427564#articleId 1427564. 5 Interim Candidate Questionnaire, SAVANNAH GROUP, https://savannahgroup.type --- orm.com/report/Q9PFQz/uYUvkmMrREPwyNhe (last visited Oct. 26, 2020). 6 Driscoll & Watkins, supra note 3. 7 Supra note 4. 8 New Director Onboarding: 5 Recommendations --- or Enhancing Your Program, SPENCERSTUART, at 3 (2018), https://www.spencerstuart.com/-/media/2018/october/new_director_onboarding_ --- inal.pd --- . 9 Managing the Employee Onboarding and Assimilation Process, SHRM, https://shrm.org/resourcesandtools/tools- and-samples/toolkits/pages/onboardingandassimilationprocess.aspx?_ga=2.221433439.614587024.1602300895- 356364448.1602300895 (last visited Oct. 24, 2020). 10 Levinson et al., supra note 6. 11 Supra note 10, at 3. 5 CORPORATE AND BUSINESS LAW JOURNAL Vol.2:1: Feb. 2021 provide the bare necessities --- or both experienced and inexperienced board members. Legal, --- undraising, ethical, and advocacy responsibilities o --- the board, as well as any speci --- ic matters over which the particular new director is responsible, should be a main --- ocus o --- onboarding programs.12 Additionally, any special roles and responsibilities associated with being a representative o --- a particular stakeholder or constituency must be communicated to the incoming director by senior board members, the executive team, or a combination o --- the two.13 In order to personally tailor the onboarding process to a new hire, onboarding organizers already must be --- amiliar with the new hire. To obtain the necessary in --- ormation, onboarding organizers should assess the new hire’s experience in the director capacity, their --- amiliarity with the industry, and any past experience with the company.14 This can be done with relative ease, and will most likely occur naturally through the interview process and --- ollowing meetings with the executive team. Once onboarding organizers understand the incoming director’s level o --- experience and --- amiliarity, they will be better equipped to deliver any nuanced or personal in --- ormation the director may need, such as the sensitive in --- ormation covered in the --- ollowing section. iii. In --- ormal In --- ormation Not everything can be conveyed in documents and binders. Some in --- ormation—especially in --- ormation about key people and relationships—needs to be communicated in more conversational or subtle ways. A priority --- or onboarding organizers should be to brie --- new directors on in --- ormation regarding potential company in --- luencers, such as employee organizations, shareholder activists, institutional investors, and issue-driven investors.15 Understanding the interests o --- potential in --- luencers and the company’s past interactions with particular organizations will help a new director contextualize the relationship between the company and outside sources in the present, as well as identi --- y potential issues in the --- oreseeable --- uture. In --- ormal in --- ormation may be conveyed casually over happy hour drinks, a cup o --- co --- --- ee, or a regular lunch meeting. The web o --- relationships and group dynamics inherent in an organization can be hard to navigate --- or any newcomer, and understanding this in --- ormation is arguably as critical to the smooth --- unctioning and e --- --- ectiveness o --- the organization as the documents and binders provided in the initial data dump. This process o --- enculturation in the workplace brings about the second component o --- director onboarding—socialization. B. Socialization Organizational socialization is the process o --- quickly --- amiliarizing new employees with an organization’s practices, culture, and values in order to help them become e --- --- ective members o --- 12 Board Roles and Responsibilities, NATIONAL COUNCIL OF NONPROFITS, https://www.councilo --- nonpro --- its.org/tools-resources/board-roles-and-responsibilities (last visited Nov. 16, 2020). 13 See generally Humphry Hung, Directors’ Roles in Corporate Social Responsibility: A Stakeholder Perspective, 103 J. Bus. Ethics 385, (Oct. 2011). 14 Supra note 10, at 3. 15 David A. Katz & Laura McIntosh, Director Onboarding and the Foundations o --- Respect, HARV. L. SCH. F. ON CORP. GOVERNANCE (Mar. 29, 2019), https://corpgov.law.harvard.edu/2019/03/29/director-onboarding-and-the- --- oundations-o --- -respect/. 6 CORPORATE AND BUSINESS LAW JOURNAL Vol.2:1: Feb. 2021 the pro --- essional community.16 Socialization is integral to creating and maintaining a productive company culture. Even in elaborate onboarding programs, organizations need to be cognizant o --- the power o --- in --- ormal interactions between new employees and their peers and superior o --- --- icers.17 Here, we discuss three key aspects o --- socialization that any organization should be attentive o --- and should implement in their onboarding program—setting the tone, mentor-mentee systems, and meetings. i. Setting the Tone Setting the tone in the workplace means to establish a particular atmosphere and character --- or the organizational culture.18 When starting a new job, newcomers must not only learn the tasks and expectations o --- their work, but must also decipher the unwritten rules and norms o --- the company’s culture to achieve membership and a sense o --- belonging among their peers.19 Incoming directors are no exception. Boards must keep in mind that document sharing and meetings are not only used to provide new directors with in --- ormation. Every initial step in the onboarding process sets the tone o --- the general ethical atmosphere o --- the board and company leadership at the outset o --- the onboarding program. The board should convene to determine whether the materials they provide a new director are conveying what is important to the company.20 E --- --- ective onboarding—that which sets the right tone in the boardroom—will produce board members who merit immediate respect and attention o --- their new colleagues.21 Onboarding an incoming director necessitates that the tone be set “ --- rom the top.” Onboarding organizers, the executive team, and senior board members can all contribute to setting the tone at the top through several methods, but consistency and integrity should be central to any onboarding program and organization. Unethical and dishonest behavior among company leaders is a quick way to undermine credibility, and it is no way to introduce a new director to company culture.22 Instead, the executive team and board must clearly communicate their principles, exude the company’s ethics and values, have a written code o --- conduct, hold --- requent sta --- --- meetings, and engage in in --- ormal conversations that communicate and promote the company’s 16 Acendre Talent, Organizational Socialization & How it Impacts Employee Onboarding-Part One, ACENDRE (Oct. 15, 2015), https://www.acendre.com/blog/posts/organizational-socialization-how-it-impacts-employee-onboarding- part-one/. 17 Allison M. Ellis, Sushil S. Ni --- adkar, Talya N. Bauer & Berrin Erdogan, Your New Hires Won’t Succeed Unless You Onboard Them Properly, HARV. BUS. REV. (June 20, 2017), https://hbr.org/2017/06/your-new-hires-wont- succeed-unless-you-onboard-them-properly. 18 Jemi Sudhakar, LEADERSHIP IT SETTING THE TONE ALWAYS!!!, LINKEDIN (Feb. 7, 2018), https://www.linkedin.com/pulse/leadership-setting-tone-always-ms-jemi-sudhakar. 19 Russell Korte & Shumin Lin, Abstract, Getting on Board: Organizational Socialization and the Contribution o --- Social Capital, 66 HUM. RELS. 407 (2012). 20 Brett Sa --- --- ord, Are You Setting the Right Tone at the Beginning?, COMPLI (May 26, 2016), https://www.compli.com/blog/are-you-setting-the-right-tone-at-the-beginning/. 21 Katz & Mclntosh, Supra note 17. 22 Michael Coates, Five ways to set the tone --- rom the top, GLOBE & MAIL (Mar. 12, 2014), https://www.theglobeandmail.com/report-on-business/careers/leadership-lab/ --- ive-ways-to-set-the-tone- --- rom-the- top/article17438855/. 7 CORPORATE AND BUSINESS LAW JOURNAL Vol.2:1: Feb. 2021 ethics and values.23 In addition, an e --- --- ective mentorship program helps existing directors trans --- er institutional norms to new directors. ii. Mentor-Mentee System A mentor-mentee system in the context o --- director onboarding means pairing the incoming director with an experienced peer with whom the new director may con --- er and consult throughout the onboarding process.24 It is imperative that the mentor be a peer, and not a superior in the new director’s chain o --- command. A near peer will have an immediate understanding o --- the new director’s role in the company and onboarding needs.25Mentors provide incoming directors with context in a situation where the whole picture is necessary to --- ully understand how to contribute to the board and company’s success.26 Additionally, mentors can shed light on cultural and unspoken social norms, broadening the new director’s understanding o --- the organization.27 When instituting a mentor-mentee program, onboarding organizers should select knowledgeable board members who embody the mission and direction o --- the organization.28 These individuals will be most --- amiliar with the roles and responsibilities the incoming director will be expected to --- ul --- ill. Board members who are enthusiastic, empathetic, and respected in the organization typically make good mentors.29 Likewise, mentors should possess the skills necessary --- or constructive dialogue and --- eedback with mentees. This prevents the repetition o --- “mentee missteps,” or common sel --- -destructive mistakes.30 The role o --- the mentor in the director onboarding context means making an important commitment to the acclimation o --- the incoming director. The mentor must --- ollow up with the mentee a --- ter giving constructive --- eedback to ensure the new director --- ully understands what is expected o --- them.31 iii. Meetings One-on-one meetings with the CEO, CFO, the CRO (Chie --- Risk O --- --- icer or the equivalent), and the various leaders o --- departments like HR and Operations are crucial in the initial weeks o --- director onboarding.32 Such meetings are valuable socialization tools that in --- orm the new director about the tone and culture o --- the organization, the strengths and weaknesses o --- the board, and candor o --- communications between management and the board, and among 23 Tone at the Top, CFI, https://corporate --- inanceinstitute.com/resources/knowledge/ --- inance/tone-at-the-top/ (last visited Oct. 30, 2020). 24 Designing a Mentoring Program --- or Onboarding, INSALA (Aug. 6 ,2019), https://www.insala.com/blog/designing- a-mentoring-program-that-improves-onboarding. 25 Driscoll &Watkins, supra note 3 26 Dawn Klingho --- --- er, Candice Young, & Dave Haspas, Every New Employee Needs an Onboarding "Buddy", HARV. BUS. REV. (June 6, 2019), https://hbr.org/2019/06/every-new-employee-needs-an-onboarding-buddy. 27 Id. 28 Penny Loretto, Top Qualities o --- a Good Pro --- essional Mentor, THE BALANCE CAREERS (May 2, 2017), https://www.thebalancecareers.com/top-qualities-o --- -a-good-mentor-1986991. 29 Id. 30 Vineet Chopra & Sanjay Saint, 6 Things Every Mentor Should Do, HARV. BUS. REV. (March 29, 2017), https://hbr.org/2017/03/6-things-every-mentor-should-do. 31 Being Intentional with Your Mentoring Time, MENTORLOOP, https://mentorloop.com/blog/intentional-mentoring- time/ (last visited Oct. 30, 2020). 32 Supra note 10. 8 CORPORATE AND BUSINESS LAW JOURNAL Vol.2:1: Feb. 2021 directors.33 These one-on-one meetings are necessarily --- ormal, but in --- ormal get-togethers with the --- ull board have their place in introducing the new director to boardroom dynamics, board culture, and the backgrounds and perspectives o --- other directors.34 Senior board members and executives should encourage the incoming director to attend all committee meetings, regardless o --- the incoming director’s particular area o --- --- ocus. Some boards invite new directors to attend all committee meetings during their --- irst year o --- board service to help new directors gain a --- ull understanding o --- the range o --- issues --- acing the company.35 Attendance at committee meetings, there --- ore, --- amiliarizes the new director with their own committee assignments and provides an introduction to the company and the risks it --- aces as a whole.36 O --- course, even in the most ideal circumstances, getting individuals to give up time and energy to attend committee meetings can be a chore. People tend to avoid and disregard mandatory meetings --- or a variety o --- reasons, so having practical means o --- encouraging meeting attendance will go a long way in the onboarding process. The easiest, and most obvious method, is to publish the starting and ending times o --- the meeting, and make a point o --- sticking to the scheduled times.37 Additionally, including a meeting agenda in the same memo or email used to invite participants to the meeting makes attendees more likely to understand and appreciate their role at the meeting, and it gives attendees extra time to prepare which makes the actual meeting progress smoothly and quickly.38 Encouraging active meeting engagement generally comes down to using di --- --- erent means o --- motivating new directors, but attendance is the bare minimum. The real goal is active participation. In the next section, we explore ways in which onboarding organizers can proactively motivate new directors through the duration o --- the onboarding process, producing active participation and the most e --- --- ective director per --- ormance. C. Motivation Motivation, in the context o --- director onboarding, means e --- --- ectuating within the director a sense o --- personal identi --- ication with the organization’s purpose.39 No matter how thorough an onboarding program is, a director must be properly incentivized in order to per --- orm e --- --- ectively. In the --- or-pro --- it context, board directors may be substantially motivated by --- inancial gains. This is not so in the case o --- non-pro --- it organizations, where it is important to motivate incoming directors through other --- actors. However, motivational techniques traditionally --- ound in non- pro --- it literature can --- urther incentivize --- or-pro --- it directors, and should be applied both during and beyond the onboarding process o --- any organization. In this section, we discuss two motivational techniques any organization can implement in their onboarding process in order to encourage director autonomy. 33 Supra note 4. 34 Supra note 10. 35 Katz & McIntosh, supra note 17. 36 Id. 37 Mary Gormandy White, Ways to Get People to Attend Business Meetings, LOVETOKNOW https://business.lovetoknow.com/business-operations-corporate-management/ways-get-people-attend-business- meetings (last visited Oct. 30, 2020). 38 Id. 39 Grant MacDonald, Motivating Board Members: It’s Complicated, GOVERNING GOOD (Jan. 16, 2017), http://www.governinggood.ca/motivating-board-members-its-complicated. 9 CORPORATE AND BUSINESS LAW JOURNAL Vol.2:1: Feb. 2021 i. Stay Mission-Oriented From the outset o --- the onboarding process, the executive team, onboarding organizers, and senior board members must clearly identi --- y the organization’s mission --- or the incoming director. The executive team must ensure that the new director is aware o --- how their work contributes to the mission’s success.40 Moving --- orward, the mission should be central to all board meetings, programs, and policy discussions.41 Involving the new director in as many programs and activities as possible in the --- irst months o --- their employment will highlight the mission’s place in the organization’s day-to-day operations, which will help the director internalize the mission and apply it to their work moving --- orward. That said, it is paramount that the mission be articulated and expressly aligned with the day-to-day work o --- the board.42 Staying mission-oriented is a concept that is equally applicable to --- or-pro --- it and nonpro --- it organizations alike. Traditionally a --- acet o --- nonpro --- it literature, today many --- or-pro --- it organizations categorize themselves as “mission-driven.” Indeed, some experts indicate that any organization must be mission-driven in order to produce the most proactive and engaged employees who will view their contributions to the organization more broadly.43 A 2014 Gallup study --- ound that mission-driven leadership was linked to greater marginal productivity in --- or- pro --- it organizations.44 Whether a given organization is --- or-pro --- it or nonpro --- it, --- ocusing attention on the organization’s societal impact will help leaders make in --- ormed, strategic, and mission- oriented decisions. It is important to note that “mission” re --- ers to the organization’s “why.” It is the impact or di --- --- erence the organization as a whole aims to make on society. A corporation’s mission is closely related to the topic o --- the next section, “goals,” which succinctly describe the organization’s mission and values through director expectations.45 Goals should be thought o --- as the short-term investments that --- urther the interests o --- the organization’s mission. ii. Goal Setting Goals are targets set by an organization as speci --- ic, quanti --- iable outcomes that it commits to attain in order to achieve its mission and objectives.46 Psychologists have recognized that having a set o --- goals to work toward helps guide --- ocus and develop strategies to enable per --- ormance at the requisite level, which rea --- --- irms the widely held belie --- that goal setting has a bene --- icial impact 40 Kelly Medwick, How to Motivate and Engage Your Board o --- Directors, FIRESPRING (Jan. 24, 2017), https:// --- irespring.com/solutions- --- or-nonpro --- its/how-to-motivate-and-engage-your-board-o --- -directors. 41 20 Ways to Involve and Motivate Board Members, RICHARD MALE AND ASSOCIATES, http://richardmale.com/20- ways-to-involve-and-motivate-board-members (last visited October 26th). 42 David DuVal, Staying Mission-Focused During Times o --- Change, MCKINLEYADVISORS (Oct. 31, 2019), https://www.mckinley-advisors.com/blog/staying-mission- --- ocused-during-times-o --- -change. 43 Lindsay Mullen, Should For-Pro --- it Companies Have a Mission Statement?, PROSPER STRATEGIES (May 25, 2017), https://prosper-strategies.com/ --- or-pro --- it-mission-statement. 44 Chris Groscurth, Why Your Company Must Be Mission-Driven, GALLUP (March 6, 2014), https ://www.gallup.com/workplace/236537/why-company-mission-driven.aspx. 45 Tara Duggan, Examples o --- Corporate Goals, AZ CENTRAL (Apr. 13, 2018), https://yourbusiness.azcentral.com/examples-corporate-goals-14839.html. 46 How to Write Corporate Goals, WRITING HELP CENTRAL, http://www.writinghelp-central.com/corporate- goals.html (last visited Oct. 30, 2020). 10 CORPORATE AND BUSINESS LAW JOURNAL Vol.2:1: Feb. 2021 on productivity47 Indeed, setting goals in the workplace is a crucial component o --- employee motivation, and the board room is no exception.48 Goal setting produces an atmosphere o --- innovative thinking and collaboration that motivates team members to do their jobs as e --- --- ectively as possible while they grow to understand that their contributions matter to the goal’s achievement.49 Any organization onboarding a new director should bear in mind the importance o --- communicating goals that are clearly linked to the success o --- the organization. O --- companies with e --- --- ective per --- ormance management systems, 91% o --- them say that goals are linked to business priorities. The reason --- or the e --- --- ective per --- ormance is that individual employees are more motivated i --- they can see how their individual goals --- it into the big picture.50 When onboarding a new director, it is paramount that the director understand, as quickly as possible, the company’s culture and how they --- it in the achievement o --- the organization’s mission. Clear, concise, and business-prioritized goal setting can help --- acilitate each o --- these critical onboarding components. Onboarding organizers must operate with the intention that incoming directors be com --- ortable setting goals --- or themselves as quickly as possible. Director onboarding is, in essence, a process designed to allow the incoming director to internalize the organization’s mission and set personal goals in accordance with the organization’s direction. Director autonomy, or the --- reedom --- rom external control, enables new directors to take charge o --- their transition and best manage their day-to-day operations.51 iii. Moving to Greater Autonomy Director autonomy comes directly --- rom the organization’s board culture. It is the --- reedom o --- directors to think --- or themselves, to make decisions independently, and to “own” their roles.52 The purpose o --- a thorough onboarding program is to set up a new hire to e --- --- ectively work on their own.53 An incoming director’s position is inherently one that they must be trusted to --- ill, or else they would not (or should not) have been hired. Moving toward autonomy, and thus the natural end o --- the onboarding process, really --- inds its roots in the beginning: recruiting potential directors with the right mindset and attitude, who thrive on their own initiative and innovation.54 Sel --- -direction is at the core o --- humankind’s natural inclination. It makes sense then --- or 47 Leslie Riopel, The Importance, Bene --- its, and Value o --- Goal Setting, POSITIVE PSYCHOLOGY (Jan. 9, 2020), https://positivepsychology.com/bene --- its-goal-setting/. 48 April Parks, Motivation in the Workplace: The Value o --- Setting Goals, TEDS (Oct. 30, 2014), http://blog.teds.com/motivation-in-the-workplace-the-value-o --- -setting-goals. 49 Id. 50 Sabrin Chowdhury & Elizabeth Hioe, How e --- --- ective goal-setting motivates employees, MCKINSEY & COMPANY (Dec. 27, 2017), https://www.mckinsey.com/business- --- unctions/organization/our-insights/the-organization- blog/how-e --- --- ective-goal-setting-motivates-employees#. 51 Grant Simmons, Want Onboarding That Drives New Hire Productivity? TIER1 PERFORMANCE (Aug. 29, 2019), https://tier1per --- ormance.com/onboarding-and-new-hire-productivity/. 52 David Lee, For More Motivated, Engaged Employees, Give Them More Autonomy, TLNT (Dec. 7, 2015), https://www.tlnt.com/ --- or-more-motivated-engaged-employees-give-them-more-autonomy/. 53 Ways to Motivate New Employees, SKILLGIGS (Dec. 29, 2016), https://skillgigs.com/ways-to-motivate-new- employees/. 54 Lindsay Harriss, Why job autonomy Is vital --- or success - and how to encourage it, CIPHR (Sept. 24, 2019), https://www.ciphr.com/advice/employee-autonomy/. 11 CORPORATE AND BUSINESS LAW JOURNAL Vol.2:1: Feb. 2021 executives to motivate incoming directors through “autonomy support”, or giving the director the appropriate --- lexibility and choice, when possible to engage in business-prioritized work that mirrors personal values and interests.55 There are several practical ways to promote autonomy in the boardroom, but the --- irst step is always to create a culture o --- trust. Senior board members or executives must consult the new director on projects and tasks, in order to allow trust to grow and new ideas to emerge.56 Consultations o --- this sort mani --- est as inviting directors to share their thoughts and --- eelings on various work activities, demonstrating patience and providing time --- or sel --- -learning, and providing meaning --- ul in --- ormation and --- eedback regarding choices.57 This type o --- communication produces a cycle o --- autonomy and motivation. Trusting a director to make good decisions and contributions motivates that director to step into that role and add value, which in turn --- urthers the organization’s initial vote o --- con --- idence, which creates an intrinsic motivation --- or them to continue adding value to the company.58 Motivation is no easy task even when onboarding under normal circumstances, and the barriers created by an online --- ormat will only increase that level o --- di --- --- iculty. As all o --- the --- acets o --- businesses move online as a result o --- the coronavirus, it is important --- or business leaders and onboarding organizers to be mind --- ul o --- what made things work be --- ore the crises and attempt to implement similar methods online. The next section --- ocuses on how to apply the key components o --- corporate onboarding in an online, post-COVID era. II. HOW TO MOVE ONBOARDING ONLINE When the novel coronavirus promoted a worldwide economic shutdown, many businesses were --- orced to continue operating online. The experience was trying, and some --- irms --- ailed this stress test.59 But this disaster also prompted many to think critically about many aspects o --- li --- e to determine which activities are essential. Many reconsidered how to go about these activities di --- --- erently. The silver lining is that the pandemic revealed myriad ways to go about things more e --- --- iciently. Necessity is the mother o --- invention—and that invention can be use --- ul even a --- ter it is no longer necessary. This section will discuss how to succeed in the essential activity o --- onboarding new corporate directors when in-person meetings are impossible. But the advice herein is not limited to these trying times. Rather, some or all o --- these techniques can be implemented --- or in-person onboarding, too. By drawing comparisons between how things were done be --- ore and how things are done in the “new normal”, this essay highlights how all o --- these processes can be improved. 55 Carly Stone, Examples o --- Autonomy in the Workplace & How To Get More o --- It, GQR (Aug. 6, 2019), https://www.gqrgm.com/examples-o --- -autonomy-in-the-workplace-how-to-get-more-o --- -it/. 56 Harriss, supra note 56. 57 Stone, supra note 57. 58 Christian Nielson, Autonomy: Empowering the Individual to Do Their Best Work, DECISIONWISE, https://decision- wise.com/autonomy-empowering-the-individual-to-do-their-best-work/ (last visited Oct. 30 2020). 59 Indiana Lawyer Sta --- --- , One o --- City’s Largest Law Firms Closes O --- --- ices Amid Coronavirus Concerns, Iɴᴅɪᴀɴᴀᴘᴏʟɪs Bᴜsɪɴᴇss Jᴏᴜʀɴᴀʟ (Mar. 10, 2020), https://www.ibj.com/articles/one-o --- -citys-largest-law- --- irms-has-closed-its- o --- --- ices-amid-coronavirus-concerns. 12 CORPORATE AND BUSINESS LAW JOURNAL Vol.2:1: Feb. 2021 A. Provide In --- ormation Ahead o --- Time (The Flipped Boardroom) Traditional in-person onboarding o --- ten occurs at a one hal --- - or --- ull-day retreat. But online onboarding need not be so sharply time-bound. Instead, online board education can occur over a longer period o --- time. Moreover, board members can learn at their own pace. This sel --- -paced learning is especially use --- ul where board members have di --- --- erent backgrounds, expertise, and experience levels with corporate governance in general and this corporation in particular. By giving board members in --- ormation ahead o --- time, organization leaders can shorten the live portion o --- online onboarding. This makes planning easier --- or busy executive schedules while making learning more e --- --- ective and e --- --- icient. Presenting in --- ormation ahead o --- time is part o --- a tried-and-true pedagogical method called “ --- lipping the classroom.” In a standard classroom, in --- ormation is presented during class. In a --- lipped classroom, in --- ormation is presented be --- ore class, thus --- reeing up class time --- or discussions, problem solving questions, group work, and other engaging learning activities. This has been shown to be more e --- --- ective than lecture as measured by students’ long-term retention and comprehension o --- material.60 This essay suggests that “ --- lipping the boardroom” can be equally e --- --- ective --- or onboarding directors. This requires onboarding organizations to be strategic and deliberate about creating in --- ormative learning resources and engaging the board in active learning exercises, but the investment will pay dividends over time. A --- lipped onboarding program will generate e --- --- iciencies in board member time and retention o --- key in --- ormation—and --- lipped programs are more --- un and engaging --- or participants, too. i. Create a Virtual Data Room The online analog to the physical data dump—which o --- ten amounts to little more than giving new directors reams o --- in --- ormation in three-ring binders—is a virtual data room (VDR). Put simply, a VDR is a digital space where --- iles are organized and stored. When properly implemented, data rooms have many advantages --- or the conveying o --- generic in --- ormation to several new directors at once. VDR may be more secure, more a --- --- ordable, and easier to set up and use than the traditional data dump. Onboarding organizers should consider employing a VDR even a --- ter it becomes an option again to sa --- ely hand a new director a towering stack o --- paper. VDR can be made very secure. Pro --- essional solutions o --- --- er 256-bit Advanced Encryption Standard (AES) encryption and various data center certi --- ications.61 More modest security needs can be met by common enterprise --- ile-sharing apps like Box.62 On a small scale, or when in --- ormation is not competitively sensitive, users can create VDR environments in --- ree apps like Dropbox.63 VDR administrators can even prevent viewers --- rom downloading, printing, or taking 60 See Livia Mihai, 8 Flipped Classroom Bene --- its --- or Students and Teachers, ᴇLᴇᴀʀɴɪɴɢ Iɴᴅᴜsᴛʀʏ (Oct. 11, 2017), https://elearningindustry.com/8- --- lipped-classroom-bene --- its-students-teachers. 61 Kison Patel, The Ultimate Guide to Virtual Data Rooms (VDRs), DᴇᴀʟRᴏᴏᴍ, https://dealroom.net/ --- aq/what-is- virtual-data-room (last visited Oct. 30, 2020). 62 Enhanced Security, BOXSUPPORT (Apr. 2020), https://support.box.com/hc/en-us/articles/360043693854- Enhanced-Security. 63 Jane Fazackarley, Virtual Data Rooms VS. Generic File Sharing Solutions, IDEALS (Oct. 30, 2018), https://www.idealsvdr.com/blog/virtual-data-rooms- --- ile-sharing/. 13 CORPORATE AND BUSINESS LAW JOURNAL Vol.2:1: Feb. 2021 screenshots o --- highly sensitive in --- ormation. Access can be controlled remotely and in real time— which can be use --- ul --- or o --- --- boarding as well. VDR is a --- --- ordable. An annual subscription to Box can cost less than pro --- essionally printing and shipping just one dozen onboarding in --- ormation binders.64 While pro --- essionally managed high-security VDR plat --- orms are available --- or high-end customers, most organizations can simply administer their own onboarding VDR using already established corporate cloud solutions like Box, Google Drive, Microso --- t OneDrive and others. Finally, VDR is easy to set up and use. Data rooms --- unction like hard drives on a computer. Documents can be organized just as they would be in printed tabbed binders, or new organization can be applied using app --- eatures like hashtags and comments. In addition, VDR hosts large spreadsheets, high-resolution graphics, video clips and other hard-to-print items. This creates new opportunities to explain and personalize onboarding in --- ormation, even be --- ore the live onboarding event begins. The next section will discuss how to create personalized content that will engage new board members with the signi --- icant work o --- absorbing corporate in --- ormation. ii. Tailor VDR Content Video and other interactive content is shared with new directors in advance o --- the onboarding program through VDR content. This creates new opportunities to begin the onboarding learning process in advance o --- a live meeting, enabling a more swi --- t and e --- --- icient live session that reduces “Zoom --- atigue” and enhances learning and engagement. Tailoring VDR content means creating videos that personally introduce the corporation’s new board members to the institution and then, to the onboarding environment. Corporations with su --- --- icient resources should record a tightly edited two- to --- ive-minute video that brie --- ly welcomes the new director to the board, then explains the organization and intentionality behind the data room. The video should give directors clear direction about which --- iles and --- olders to review care --- ully and which are meant to be skimmed as background or merely maintained --- or re --- erence. VDR personalization is also an opportunity --- or the corporation to show its new directors that they are valued. For example, the CEO may record a 30-second personal address to each new member, --- ollowed by a 2-minute description o --- the VDR --- rom the CFO. The VDR content itsel --- can also be customized --- or speci --- ic directors or groups o --- directors. For example, a --- older with in --- ormation about executive compensation can be shared only with new directors who are assigned to serve on the compensation committee. In this way, both enhanced security and a more tailored and streamlined user experience can be achieved online. iii. Engage! Receiving huge reams o --- in --- ormation can be boring or overwhelming, whether in binders or online. To avoid in --- ormation overload, design learning activities that engage the new directors in learning about the most important in --- ormation. This section will introduce how learning activities are o --- --- ered ahead o --- the meeting to complement a data dump and ensure that data is processed by the new directors’ so they acquire in --- ormation e --- --- iciently. The next part will --- ocus 64 See Melissa Pardo-Bunte, Box Pricing: Features, Costs and Top DMS Alternatives, BᴇᴛᴛᴇʀBᴜʏs (June 12, 2019), https://www.betterbuys.com/dms/box-pricing/. 14 CORPORATE AND BUSINESS LAW JOURNAL Vol.2:1: Feb. 2021 on how to rein --- orce in --- ormation acquisition at the live session. Once again, we can draw upon classic pedagogical tools to engage adult learners: the Testing Principal and Learning by Doing. The Testing Principle states that people learn better when they take a practice test on the material rather than restudy it.65 The idea is that the test primes the mind --- or learning the material, much like a warmup primes the body --- or a workout. Depending on corporate culture, however, it may not be appropriate to give new directors a pop quiz. Instead, onboarding organizers can achieve the testing e --- --- ect through more conventional means, as discussed below. “Learning by Doing means learning --- rom experiences resulting directly --- rom one’s actions, as contrasted with learning --- rom watching others per --- orm, reading others’ instructions or descriptions, or listening to others’ instructions or lectures.”66 Although a director may access a vast amount o --- in --- ormation by getting access to a VDR, the director will not automatically become --- amiliar with how to access speci --- ic in --- ormation or may not even be aware o --- what in --- ormation is in the VDR. To accelerate directors’ --- amiliarity with important in --- ormation, onboarding organizers should encourage directors to explore and use the VDR. Instead o --- a --- ormal quiz, present the directors with a checklist that sets --- orth tasks that require each new director to explore the VDR. For example, i --- the VDR employs tags, ask each director to identi --- y which tags correspond to their expertise. This requires the director to learn how to use tags in a VDR while providing the corporation with actionable in --- ormation about director expertise. Videos may --- acilitate learning by doing. Consider making a video that shows the directors how to use VDR --- eatures (like tagging --- iles), and then make that video available in the VDR so directors can re --- erence it when going about their tasks. These videos thus serve the additional purpose o --- “ --- lipping the boardroom.” By covering low-level in --- ormation like this be --- ore the directors’ --- irst meeting, onboarding organizations can make the meeting more e --- --- icient and --- ocused on high-level understanding. Directors should also complete a brie --- survey during their pre-meeting learning time. The survey should ask questions that aim to reveal the directors’ skill set and interests. This in --- ormation will help onboarding organizers plan the upcoming meeting. As discussed in the next section, the online meeting should be tailored to meet the needs and skills o --- the incoming directors. O --- --- er a checklist o --- key in --- ormation to be learned in advance o --- the meeting. This is also the --- irst opportunity to set the tone67 as goal-oriented.68 A task list or agenda --- or the upcoming live onboarding meeting also showsdirectors what they will be required to know. Organizers should endeavor to connect the introductory checklist, the VDR activities, and the meeting agenda so that directors intuit the value o --- preparing --- or the meeting by exploring the VDR. 65 Richard E. Mayer, Applying the Science o --- Learning to Undergraduate Science Education, Nᴀᴛ’l. Aᴄᴀᴅ. Bᴅ. ᴏғ Sᴄɪ. Eᴅuc. (Jan. 16, 2011), https://sites.nationalacademies.org/cs/groups/dbassesite/documents/webpage/dbasse_072589.pd --- . 66 Hayne W. Reese, The Learning-by-Doing Principle,17 BEHAV. DEV. BULL., no. 1, 2011, at 1, https://psycnet.apa.org/ --- ulltext/2014-55719-001.pd --- . 67 See Id. at 89. 68 See Id. at 13–14. 15 CORPORATE AND BUSINESS LAW JOURNAL Vol.2:1: Feb. 2021 B. Host a Virtual Meeting Onboarding generally requires a meeting. There are aspects o --- the onboarding experience, such as socialization, that cannot be readily accomplished on one’s own time. The meeting traditionally occurred in person as a hal --- -day or --- ull-day retreat. However,an in-person retreat may be impossible or impracticable. For example, governments prohibit large in-person gatherings due to the COVID-19 pandemic. Nevertheless, even when in-person meetings are possible, are they the optimal use o --- corporate resources? In some cases, such as where directors live --- ar --- rom corporate headquarters or where the corporation lacks the --- unds to host a day-long event, a virtual meeting may be a good substitute. Virtual meetings can be buggy and boring. But care --- ul planning and strategic use o --- online meeting technology can result in a great experience --- or new directors. Once again, onboarding organizers need to think like online educators. Here are some tips and tricks --- rom the online law pro --- essor’s playbook that are sure to engage board members in active learning and socialization. i. Plan a Plenary Session Plenary sessions—where all board members and executives are to attend—are a great opportunity to kick o --- --- the onboarding experience with motivation and energy.69 They are especially help --- ul in online onboarding. The plenary session is the organization’s opportunity to introduce substantive goals, handle technical concerns, and set the tone --- or the meeting and the work going --- orward. There are many di --- --- erent --- ormats --- or plenary sessions, but a good rule o --- thumb is to keep them short. To give people time to log on and work out any technical issues, plan to spend the --- irst ten minutes or so in an unstructured --- ormat. Ask the directors to turn on their microphone and webcam and brie --- ly introduce themselves as they enter the meeting. This will reveal any audio and video problems. During this introductory time, display a slide that provides the agenda and other key in --- ormation while organizers communicate one-on-one with any directors who are having trouble with connectivity. Wise con --- erence organizers will have alternative contact in --- ormation (such as a cell phone number) so they can reach directors and help them get online be --- ore the con --- erence begins. A --- ter any technical bugs are worked out, the plenary session can proceed much as it would in live. Usually, the CEO or Chair o --- the Board makes brie --- welcome remarks to kick o --- --- the event. The master o --- ceremonies, who may be the CEO or the con --- erence organizers, should explain how the rest o --- the event will work. Creative organizers might also use the plenary sessions to demonstrate how the breakout groups, discussed below, will operate. The plenary session is a good time to introduce the new directors to each other. An e --- --- ective way to do this while highlighting positive attributes o --- the incoming team members is to discuss the skills and interests that were highlighted by the survey that was discussed in the prior section. 69 See Rob Hard, Why Con --- erences Begin With a Plenary Session, THE BALANCE SMALL BUSINESS (Aug. 10, 2019), https://www.thebalancesmb.com/why-con --- erences-begin-with-an-opening-general-session-1223626. 16 CORPORATE AND BUSINESS LAW JOURNAL Vol.2:1: Feb. 2021 ii. Break Out --- or Active Learning Depending on the size o --- the incoming class o --- directors, it may be necessary to break up into smaller groups. Online meeting attendees tend to participate less --- requently in large groups than small ones. Large groups are hard --- or online presenters to monitor. Larger groups tend to have more problems with microphones being unmuted and disruptive background noise. When more people are added to an online con --- erence room, each person’s image gets smaller, and some so --- tware cannot display more than a certain number o --- attendees at one time. Seeing one another is an important aspect o --- socializing new team members, and this is lost when the group is too large. Limit groups to ten or --- ewer members. Each group or cohort can rotate through --- our or --- ive learning stations. Each station will cover a di --- --- erent topic and should be --- acilitated by the key institutional person --- or that knowledge domain. For example, the general counsel may lead a discussion on --- iduciary duties, while the Chie --- Financial O --- --- icer reviews accounting basics. By using breakout rooms on virtual meeting so --- tware such as Zoom, these learning stations can occur simultaneously --- or maximum e --- --- iciency. Onboarding organizers should make these breakout sessions as interactive as possible. This can be accomplished in many ways. A popular teaching device --- or adult learners is called the Socratic method. In this method, the discussion leader will ask questions to various participants. The questions are designed to lead the participants to identi --- y, understand, and analyze issues that may arise during their tenure as board members. I --- the groups are small enough, the discussion leader should be able to call on each attendee during the breakout group. This keeps attendees mentally engaged and attentive. Keeping the breakout groups short is key to their success. Although the techniques discussed in this section help to engage adult learners online, attendees will still experience “Zoom --- atigue.”70 Ideally, breakout activities are limited to about 20 minutes, and then --- ive minutes should be provided --- or questions and answers and another --- ive --- or an o --- --- -camera com --- ort break. In this manner, six training activities can be completed within three hours. I --- the corporation needs certain directors to specialize on certain --- unctions, such as accounting pro --- essionals serving on the audit committee, then the breakout rooms can be designed accordingly. Members o --- the audit committee should be grouped as a cohort that attends a session on advanced accounting, while the rest o --- the class may not need to attend that session. As --- or which topics to address in breakout sessions, these are the same important topics --- or new directors to discuss during in-person sessions. Corporate needs will vary, but the --- ollowing are generally regarded as important aspects to cover: ● Corporate Governance and Fiduciary Duties ● Accounting and Finance ● Operations ● Products, Services, Customers, and Chie --- Competitors ● Acquisition Strategy 70 See Liz Fosslien & Mollie West Du --- --- y, How to Combat Zoom Fatigue. HAR. BUS. REV (Apr. 29, 2020), https://hbr.org/2020/04/how-to-combat-zoom- --- atigue. 17 CORPORATE AND BUSINESS LAW JOURNAL Vol.2:1: Feb. 2021 ● Risk Management71 The breakout sessions should deliberately be designed to be relatively --- ast-paced. Shi --- ting between concept areas and having new discussion leaders every thirty minutes or so will help keep directors engaged in learning their new role and stave o --- --- Zoom --- atigue. iii. Come Together --- or Hot Topics A --- ter the breakout sessions are complete, bring the group back together --- or a --- inal all-hands session. Accomplish this technologically by setting all the breakout rooms to expire simultaneously, returning all members to the main virtual room --- or concluding remarks. This last session is the organizer’s best opportunity to begin the socialization process and to motivate the directors to succeed in their new roles. One way to achieve this is to hold a discussion on hot topics. The CEO or Chair o --- the Board can ask the new board members to discuss an issue that currently and substantially impacts the corporation. This experience should resemble a mock board meeting, except that the mundane and droll topics that must be handled in real board meetings should be excluded --- rom the hot topics session. The CEO or Chair should establish that the goal o --- the meeting is to come up with action-oriented resolutions to deal with the issue, and then he or she should --- acilitate the conversation. Facilitating a conversation among a large group o --- online attendees can be challenging (hence the suggestion --- or breakout rooms) but learning to do so e --- --- ectively is important --- or organizational leaders in this online era. Thus, online onboarding is an opportunity --- or existing leadership to extend their skill sets. I --- the breakout sessions go well, the new directors should be warmed up and ready to engage in dialogue. I --- the group contains --- ewer than 30 members, the online host may ask people to virtually raise their hands and be called upon to unmute their microphones and speak their points to the group. When online groups are larger than 30 members, it becomes harder to manage the raise- hands --- unction. Instead, the chat --- unction is the best way to gather input --- rom a large number o --- people in an online meeting. Participants can chat to everyone and express their views in writing, or they can chat to the host and ask to be recognized or to have the comment read aloud. However the host manages participation in the meeting, they should keep the meeting --- ocused, short, and goal oriented. The hot topic must be straight --- orward enough that it can be communicated and discussed in about a hal --- hour. The host should start to wrap up the discussion at least ten minutes be --- ore the end o --- the allotted time period so they can express the emerging consensus o --- the group and e --- --- ectuate it by writing a resolution. The meeting should conclude with a vote on the resolution using the polling --- eature in the video con --- erencing so --- tware. In this way, the group will learn how to be e --- --- ective online board members by practicing the actual process. By staying goal oriented and accomplishing the stated objective, this meeting provides a positive model --- or an e --- --- ective meeting that the new board members will carry --- orward into their --- uture work --- or the corporation. A --- ter the issue is resolved, the CEO or Chair should take a --- ew minutes to emphasize the importance o --- the Board in accomplishing the organization’s goals. This is also an opportunity to 71 See supra note 4 (listing recommended topics --- or director onboarding meetings, --- rom which this list was adapted). 18 CORPORATE AND BUSINESS LAW JOURNAL Vol.2:1: Feb. 2021 inspire the directors to greater service by discussing how the organization can make a signi --- icant positive impact on society. Remember that the directors have just succeeded in tackling a major issue o --- concern, so this is the moment to rein --- orce the message that the board can and will accomplish major strategic goals. In other words, inspire them to create connections be --- ore opening up the meeting --- or relatively unstructured social time. Make concluding remarks a timely, brie --- , and positive call to action and inspiration: We will lead this organization through any adversity! Hope --- ully, this inspiration will encourage directors to converse about how to advance corporate goals during the unstructured socialization period. C. Socially-Distant Socialization Most in-person onboarding retreats o --- --- er many opportunities --- or new and old board members and corporate leadership to get to know each other.72 These social interactions are not as easy to cultivate online, but there are several strategies to help start the socialization process with new board members. i. Virtual Happy Hour In-person meetings typically conclude with a happy hour. This social event can be brought into the online space. Consider physically mailing each o --- your directors a commemorative glass that --- eatures the corporate logo and arrives be --- ore the in-person meeting. Depending on state liquor laws, the corporation might also include a small bottle o --- wine. These gi --- ts can be employed to enhance the social atmosphere and the --- eeling o --- community, and directors will be pleased to receive them. At the conclusion o --- the hot topics sessions, the Chair or CEO can kick o --- --- the happy hour by inviting all attendees to grab their glasses and join in a virtual toast with their beverage o --- choice. The experience o --- all drinking --- rom the same glass, so to speak, despite being separated in space provides a team atmosphere o --- a common community. What happens a --- ter the toast depends on the size o --- the group. I --- the group is relatively small, the host can stimulate conversation by asking casual questions and continuing to keep the conversation going until the appointed time --- or the conclusion o --- the happy hour. I --- the group contains more than a dozen people, however, conversation and socialization may be better served by the host playing matchmaker. ii. Pair and Share: Play Matchmaker Pair and Share is a pedagogical term --- or the practice o --- organizing students into small groups and giving them discussion questions to resolve. This same concept can be applied strategically to online onboarding. When members have similar interests, the host can play matchmaker and group them in a small breakout room to meet and greet during the virtual happy hour. Encourage three to --- our members to discuss a topic related to their board --- unction while hoisting a glass “together.” 72 See Welcome Aboard: The Ultimate Guide to Success --- ul Employee Onboarding, HUMANITY: THE HUMANITY BLOG (Aug. 2, 2018), https://www.humanity.com/blog/employee-onboarding-guide.html. 19 CORPORATE AND BUSINESS LAW JOURNAL Vol.2:1: Feb. 2021 The survey described earlier can be a good source o --- in --- ormation about directors’ interests that can be applied here to pair directors who are likely to have commonalities. Posing discussion questions to each small group can help spark conversation about those interests. One can never guarantee that two people are going to connect, but a care --- ully planned group o --- three or --- our directors who are selected --- or their common interests and given an on-point discussion question is likely to result in worthwhile conversation and connections. Consider inviting existing directors and leadership sta --- --- to the virtual happy hour. Sta --- --- members can each be responsible --- or connecting a small group o --- directors. I --- the corporation has a staggered board, or a board made up o --- di --- --- erent classes o --- directors that serve di --- --- erent term lengths and are elected at di --- --- erent times o --- the year,73 having both new and existing directors helps integrate new board members. Pairing directors in this way also may lead to organic mentor-mentee relationships. For suggestions on how to stimulate these relationships, see the next section. iii. Mentor-Mentee Pairs In the real world, directors with common interests may simply --- ind each other during happy hour and strike up a conversation organically. Un --- ortunately, it is not easy --- or online meeting attendees to sel --- -select their happy hour group on the spot. But empowering directors to select a mentor or mentee, and then putting those mentor-mentee pairs into the same happy hour group, can be an e --- --- ective way o --- jump-starting a long-term relationship. Although the e --- --- ectiveness o --- corporate mentoring programs is unclear,74 the research shows that board members bene --- it both --- rom mentoring and becoming a mentor.75 There are several purposes --- or corporate mentoring programs, including leadership development.76 Setting up mentor-mentee pairs that match new and existing directors can improve director retention and deepen both mentor and mentee leadership strength. Mentorship programs may especially help develop --- emale leaders.77 Improving diversity on corporate boards is just one o --- many reasons why an e --- --- ective mentorship program can improve corporate leadership. Online mentoring, also called e-mentoring, has grown in popularity over the last 20 years.78 In older e-mentoring programs, the mentoring was delivered asynchronously, via email, message 73 Staggered Board: Everything You Need to Know, UPCOUNSEL, https://www.upcounsel.com/staggered-board (last visited Oct. 26, 2020). 74 For a thorough analysis o --- whether and when corporate mentoring programs are impact --- ul, see Christina M. Underhill, The E --- --- ectiveness o --- Mentoring Programs in Corporate Settings: A Meta-Analytical Review o --- the Literature, 68 J. VOCATIONAL BEHAVIOR 292, (2006); --- or a more anecdotal approach, see Mel Jones, Why Can’t Companies Get Mentorship Programs Right?, THE ATLANTIC (June 2, 2017), https://www.theatlantic.com/business/archive/2017/06/corporate-mentorship-programs/528927/. 75 David F. Melcher and A. John Procopio, Board Members Bene --- its --- rom Becoming Mentors, HARV. BUS. REV. (Dec. 16, 2014), https://hbr.org/2014/12/board-members-bene --- it- --- rom-becoming-mentors. 76 The Top 5 Workplace Mentoring Program Types, CHRONUS, https://chronus.com/how-to-use-mentoring-in-your- workplace (last visited Oct. 30, 2020). 77 Chrystal Turner-Mo --- --- att, The Power o --- Mentorship: Strengthening Women in Leadership Roles, AMERICAN SOCIETY OF SAFETY PROFESSIONALS (Aug. 2019), https://www.assp.org/docs/de --- ault-source/psj- articles/bp_turner_0819.pd --- ?s --- vrsn=0&utm_campaign=general&utm_content=1565126723&utm_medium=social& utm_source= --- acebook. 78 E-Mentoring, NAT’L MENTORING RESOURCE CENTER, https://nationalmentoringresourcecenter.org/index.php/30- topic-areas/204-e-mentoring.html (last visited October 30, 2020). 20 CORPORATE AND BUSINESS LAW JOURNAL Vol.2:1: Feb. 2021 board, chat, or text --- unctions.79 More recently, massive multiplayer online games, such as Second Li --- e, have created virtual spaces where mentoring takes place.80 I --- that sounds too --- uturistic and --- ar out --- or your board members, do not be concerned. E-mentoring can occur in much more --- amiliar ways, such as on Zoom web con --- erencing or even via phone calls. To --- acilitate the development o --- mentoring relationships between new and existing board members, the --- irst step is to think care --- ully about establishing pairs that are likely to be compatible. Organizers can accomplish this by asking the directors to take a DISC assessment, which reveals “how” a person does what they do.81 To keep mentors and mentees engaged, try pairing them up based on their DISC styles.82 You might also pair based on skill set and common interests, but this may lead to the pit --- all o --- mistaking super --- icial similarities, such as a shared interest in gol --- ing, --- or a deeper --- oundation on which to build a long term relationship o --- trust and con --- idence. However, onboarding organizers establish mentorship pairs, they should remember that online interactions require much more deliberate --- orethought. At an in-person happy hour, directors might circulate among each other until pairs click, --- orming natural and uno --- --- icial mentoring relationships. This does not happen as easily online (unless the directors are all hanging out together in Second Li --- e during their --- ree time), so a deliberate e --- --- ort to pair the right people at the right time is essential to getting a director mentoring program to work well. I --- an organizer --- ollows the suggestion above about having a virtual happy hour, consider using breakout rooms during the happy hour to introduce the mentor-mentee pairs to each other. III. CONCLUSIONS Moving director onboarding online presents new challenges. But the inability to meet in person should not prevent corporations --- rom moving --- orward with vital processes, such as onboarding. This Article has shown how essential components o --- the onboarding process are translated to the online --- ormat. Moving onboarding online may also be pre --- erable in some respects due to greater e --- --- iciency and sustainability. Even a --- ter the existential threat posed by the novel coronavirus, replacing three-ring binders with VDRs and holding meetings through Zoom may become more commonplace. Online alternatives o --- --- er greater --- lexibility in the onboarding process, making the move toward greater autonomy more organic. While nothing can replace the comradery o --- meeting --- or a casual drink at the local bar, online team building exercises like virtual happy hours and matchmaking must --- ill the socialization role --- or the time being. At the very least, it will --- amiliarize the new director with other members o --- the board in advance o --- work resuming in person. It will be di --- --- icult --- or new directors to navigate the ins and outs o --- the organizational culture through virtual communications. Onboarding organizers can, however, mitigate that di --- --- iculty by being attentive to the new board member’s engagement during online team building exercises. Virtual 79 Id. 80 See CHRISTOPHER LANGSTON, ET AL., LEVERAGING VIRTUAL WORLDS FOR ELECTRONIC MENTORING (Springer Int’l 2015). 81 Mentoring Using DISC, TTI SUCCESS INSIGHTS (Feb. 27, 2019), https://blog.ttisi.com/mentoring-using-disc. 82 TTI Success Insights provides suggestions --- or pairing up mentors and mentees based on DISC styles on their web site. Id. 21 CORPORATE AND BUSINESS LAW JOURNAL Vol.2:1: Feb. 2021 communication may not be ideal --- or all things, but an e --- --- ective onboarding program will make the best o --- online technology. In making the transition to online --- ormats, onboarding organizers in the post-COVID-19 era must be adaptive. They must be prepared to deal with a process o --- trial and error, as all organizations are unique and there is no single, uni --- orm onboarding program. By maintaining an open and adaptive state o --- mind and implementing the methods and techniques described in this Article, onboarding organizers can begin to shape a comprehensive online onboarding program that works --- or their organization.