TYPICALLY MANAGEMENT IS TASKED with Communicating on behalf of the company and, by extension, the board, but there are instances when the board should have its own voice. In corporate communications, the rules of engagement for boards differ in "peace time" and "war time."
"Peace time" is otherwise known as "business as usual," which is to say, the company is not the target of an unsolicited acquirer or activist shareholder, is not engaged in a proxy contest, or other "war time" activities.
In "peace time," the decision-making process related to governance and strategy takes place out of the public view and the board communicates to external audiences through the words and actions of the senior management team, often via press releases, industry conferences and analyst teleconferences. For the most part, the board delegates to management, and management uses its own words and communications vehicles.
In "war time," however, the board itself comes under scrutiny, and in some instances becomes the direct target of attacks. As a result, the board's interest in--and control over--communications reflecting its and the company's position increases considerably. To preserve and, in some instances, enhance its credibility, a well-advised board will actively participate in the company's public positioning through a number of means, including board-authored letters or statements. In these situations, it is the board's responsibility to ensure that its position is accurately reflected in the public domain.
Boards often establish a special committee of independent directors when there is a conflict of interest, or even a potential or perceived conflict. This could occur in an M&A situation, an audit...