Inattention Is an Ethical Problem

By Miriam Schulman

Watch a video interview with Dan Siciliano on multi-tasking and ethics.

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:

1. Do not permit any electronic devices to be used in the meeting room. Leave them in briefcases.
2. If materials are disseminated in soft copy form only, have company-owned PCs or iPads available for each member. The devices should not be wi-fi capable.
3. If electronic devices such as cell phones are allowed in the room for emergency situations only, require board members to face away from the table when they are using their phones for those emergencies. This should act as a deterrent to the behavior and clearly signal to others that the member is not being fully attentive to the task at hand.
4. Distribute materials well in advance of the meeting so members will arrive fully prepared and familiar with the materials.
5. Encourage directors to weigh in on the agenda with the lead director before it is finalized.
6. Set reasonable timeframes for each discussion.
7. Schedule frequent breaks for people to check messages and make calls. (15 minutes every 90 minutes is ideal.)
8. Meet in person if possible rather than by telephone or video-conferencing, which will ensure more active and attentive participation.