Many boards struggle to find the right role to take in key stakeholder relationships. The decision to have one (or more) director(s) meet directly with shareholders and other key stakeholders is a serious one that should be evaluated on a case-by-case basis.

A few simple disciplines may help boards to obtain the benefit from these interactions whilst limiting the downside.

To help directors who are keen to improve the relationship between their board and their key stakeholders, we have created this checklist of questions that will help you to determine what actions you can take, and what actions you may prefer to cease, to better serve the long-term interests of your company.

The questions below provide comprehensive coverage across:

  • Identifying stakeholders and their needs
  • Meetings with shareholders/members
  • Meetings with other stakeholders
  • Delegations to management
  • Outsourcing

The questions are designed to start you thinking about issues that you may encounter. Your answers are not necessarily good or bad; they should reflect the current and desired state of your board and its relationships with the people and organisations that influence your company’s ability to succeed.

Trust yourself to recognise the most important questions to help you maximise progress with your board and directors.

At the end of the checklist, we have listed some references that you may wish to investigate for additional reading on the topic. We have also included some suggestions for putting into action the ideas that result from considering the checklist.

Identifying stakeholders and their needs

1. Who are the key people and organisations that can influence the success or failure of your organisation’s strategy? Do you have a stakeholder management plan that clearly identifies the stakeholders and their issues?
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2. Can you categorise their role or interaction as either: Accountable, Responsible, Supporting, Consulted, Informed or Blindsided?
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3. What information does each category of stakeholder need? Who is responsible for providing this information?
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4. How, and how often, do stakeholders expect, want or need to hear from you?
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5. At what points in your strategy cycle do you engage with stakeholders?
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6. How often must information be changed or updated?
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Meetings with shareholders or members

7. What are the expectations and wants of your shareholders?
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8. Do you want to inform or consult your shareholders? What channels are available for this?
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9. How would your board benefit from knowing the wishes or feelings of a majority of shareholders?
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10. Do you want to inform shareholders? Will shareholders want, or need, to act on the information you give? Is the information urgent or time affected? Do you need a special meeting? Are you familiar with the rules for calling a special meeting?
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11. Do you need to have shareholder information verified by a third party, such as an auditor or probity advisor, or attested by management and the board?
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12. What is the best form to present your information so that it is easily assimilated and retained by your shareholders?
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13. Do you want to have a series of consultations with key (usually large or important) shareholders? How will you avoid preferential disclosures to these shareholders? Do you need to injunct or restrain them from acting until all other shareholders have the same information?
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14. Who will be present at the meetings? Do you need your legal counsel present?
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15. Will you make and keep minutes of the meeting? How will you prove what was said, or not said, if there are no formally agreed minutes?
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16. Remember that the most dangerous aspect of communication is the illusion that it has happened. How will you ensure that your messages have been received and understood? How will you prove that you provided all necessary information at all relevant times?
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17. If shareholders let you know their preferences for courses of action available to the company, how will you ensure that they do not become ‘shadow directors’?
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18. Does your constitution, regulation (including listing rules if relevant), or legislation require that you seek a shareholder vote on a proposed course of action?
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Meetings with other stakeholders

19. In addition to your shareholders (or members), what other stakeholders do you need to inform or be informed by? Consider your staff, customers, suppliers, regulators, host communities, wider community, etc.
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20. How can you best reach them? Do you need to write, or speak directly, or access their attention via a third party?
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21. If meeting in person, do you want a formal or informal venue? Do you need to provide food, drink, transport, translation, or other support?
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22. How will you gather, verify, and present the information they need?
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23. Do you need legal counsel or any third party experts to help with conveying the information or raising confidence in its veracity?
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Delegations to management

24. How clear are your delegations to management? Do all senior executives know what matters are reserved for board communications?
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25. Have you set explicit guidelines for when the CEO may speak for the board, when directors may have a voice, and for the chair acting as spokesperson for the board?
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26. Who within management is authorised to speak on the topics that will be communicated?
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27. Who within management has appropriate standing with your stakeholders to be a credible and acceptable spokesperson?
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28. Have management received recent training in communications and/or handling media or crisis communications? Might they need this before speaking on the organisation’s behalf?
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29. How will management report back to your board on the stakeholder interactions?
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Outsourcing

30. Are there elements within your stakeholder communications plan that require specialist external support?
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31. Which investor relations or PR firms specialise in companies of your type and size, or in your industry sector?
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32. Has the board delegated authority to engage an external provider? How will that service coexist alongside the board’s own communications? How will it coexist with management’s communications?
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33. What milestones or key deliverables does the board want the outsourcing firm to provide? How will you measure success?
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Taking action

Read the questions and note which ones you can confidently answer. Make a record of any actions that you wish to take to help answer any questions that you were not confident about.

There are no right or wrong answers to these questions. However, there are some that will make you think and that may merit either a quiet discussion with your chair or raising in an in-camera session. Ultimately, each board must make its own decisions about what to communicate to whom, how and how often.

As your company grows and succeeds you may need to communicate on different topics, platforms and for different reasons. Return to the questions to ensure that you are considering your current needs and planning appropriately for the future.

Additional reading and reference sources

Dilemmas, Dilemmas, Practical Case Studies for Company Directors, J Garland McLellan, Great Governance Press, 2016 The Perfect Corporate Board by Adam J Epstein, McGraw Hill, 2013 Corporate Communication: A Guide to Theory and Practice by Joep P. Cornelissen, Sage Publications, 2020