Excellent article écrit par Holly J. Gregory, partner Weil, Gotshal & Mages, dans Practicallaw.com
SOCIAL MEDIA : What Boards Need to Know
Voici un extrait des pricipaux points saillants. Vous devez lire cet article pour avoir plusieurs bonnes suggestions concernant cette problématiques.
Importance for boards to understand the implications of social media
« Boards need to be proactive in learning about social media from a strategic and risk management perspective, so that they can provide effective guidance and risk oversight. They should understand the company’s social media policies and internal controls, as well as the processes that management uses to monitor and manage social media risks. Boards should also understand the value of social media as a source of information, and should determine with management how best to mine and aggregate that information.
The following sets outs steps the board should take, including important questions the board should ask, to understand and effectively oversee the company’s use of, and policies on, social media:
Discuss corporate strategy
The board should periodically discuss with management its strategic approach to social media. Questions the board should ask include:zzHow does social media relate to corporate strategy?
Ensure adequate risk management
The board (or an appropriate committee) should also periodically discuss with management the risks associated with social media and ensure that the company is adequately managing those risks. Issues the board should focus on include:zzHow does the company monitor and mine social media from a risk perspective?
Identify relevant personnel
The board should know who in the company is responsible for social media efforts. The board should ask:zzHow is responsibility for social media organized in the company?
Review social media policies and internal controls.
The board (or an appropriate committee) should review company policies and internal controls related to social media from time to time. The board should make sure that the company has strict, straightforward and well-understood policies about who communicates for the company and in what circumstances. These policies should specifically address social media. Any company information that is posted online should first be approved by people who are knowledgeable about disclosure requirements under federal securities laws (such as Regulation FD, proxy solicitation rules, antifraud laws and prospectus requirements), advertising laws and other applicable laws. Key questions the board should consider include:What are the company’s social media policies?
Evaluate shareholder relations programs.
The board should review shareholder relations and communications programs to evaluate whether the company is well-positioned to elicit information from key shareholders. The company should be able to determine what key shareholders care about so that the board and management can respond to legitimate concerns. In addition to trolling social media websites for information, the company should engage in regular outreach with significant shareholders. This can be done through the use of online surveys, shareholder hotlines, dedicated communication websites and targeted meetings with specific shareholders or groups of shareholders.
Assess investor communications policy.
The board should verify that the company’s investor communications policy is up-to-date and well-understood by directors, senior management and investor relations personnel. Boards should ask:zzAre messages coordinated?
Emphasize employee compliance.
The board’s attention to a culture of compliance at the company, beginning with the « tone at the top, » emphasizes the need for employees to act with integrity. The board should make sure that there are protected channels for employees to voice concerns. This will help discourage employees from making negative comments about the company through social media. Also, the board should recognize that rogue employees who act out online are often symptomatic of a broader morale problem within the company.
Confirm auditor review.
The board’s audit committee should ask the company’s internal audit department whether auditors are reviewing compliance with social media and communications policies.
Directors should follow relevant blogs and other social media related to the company, but with a strict understanding that they should « listen » only (just as they are advised not to engage with shareholders directly unless asked to do so on an agreed topic and message). This is not only important to ensure that communications and engagement are coordinated around a clear message, but also to avoid legal problems, such as the selective disclosure of material non-public information. Directors should ask management (including the corporate secretary and the corporate communications professionals) what they read and follow to stay up-to-date on influential views about the company and key governance issues ».