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Inattention Is an Ethical Problem
By Miriam Schulman
If you're used to texting, e-mailing, or otherwise multi-tasking while attending important meetings, F. Daniel Siciliano and Katharine Martin have news for you: Failure to pay attention to the task at hand is not only an ethical problem, but, if you're a corporate director, it may also become a legal one.
Siciliano, the faculty director of the Rock Center for Corporate Governance at Stanford University, and Martin, a corporate partner at Wilson Sonsini Goodrich & Rosati, spoke on "Risks of Multi-tasking—Governance, Integrity, and Effectiveness" at the May 2011 meeting of the Ethics Center's Business and Organizational Ethics Partnership.
Siciliano referred to the work of Stanford Communications Professor Clifford Nass, whose research shows that effective multi-tasking is a myth. The brain simply cannot concentrate on two things at once; instead it switches back and forth between tasks—with considerable degradation of performance. Media multi-taskers pay mental price
Martin, went on to suggest that in situations where a person has fiduciary duties to fulfill, conscious inattention to an important decision might be adduced as evidence of bad faith, as well as a breach of those duties. In other words, a corporate board member sending e-mails on his or her Blackberry, tablet, or PC while the board is in session could create liability for damages if a decision the board comes to is a bad one. Because electronic devices leave a distinct trail of digital evidence, it could be possible for a plaintiff to establish that the member was not paying attention when an important vote was taken.
Siciliano and Martin offered these suggestions for maximizing attention in board meetings: