Corporate secretaries and other governance professionals may be quietly influential, but they’re influential nonetheless. Independent of their knowledge base, they possess and deploy a range of qualities and skills that can positively impact the boards they support. Their directors and executive teams rely on them for their expertise, and the organization as a whole benefits from their insights when it comes to governance efficiencies and effectiveness.
In the span of just over a decade supporting a board, I recommended – and the board adopted – a number of changes to practice. The board didn’t run with every recommendation I made, but leaders did consider my identification of needs, gaps and opportunities, as well as the potential solutions I presented for consideration. Some recommendations were designed to enhance operational efficiencies, while others focused primarily on board effectiveness.
In some instances, as in the case of board portal acquisition, the board and the organization made progress on both counts. Shifting from hard copy meeting books (packages) to the use of a portal generated a number of efficiency gains. Portal usage also helped individual directors, management and the board as a whole to better prepare for meetings – and to access documents more readily after the fact.
It’s a rare group of directors, though, who gather and collectively determine out of the blue one day that they could more effectively lead and provide better oversight if they had a board portal. In most cases, it takes a thought leader or two to help the process along and a good governance professional to undertake research and make a compelling business case for such a change. If your board already relies on a portal, and you were there for the transition to board management software, you’ll likely recall your investment of more than a bit of time, encouragement and education in the decision-making process.
How Boards Can Better Utilize Board Portals
Not all boards are early adopters when it comes to technology. If your board continues to function without a portal, that’s not unheard of. When it comes to board management software usage rates, North American boards lag behind both Asia Pacific and European boards. A recent study found that almost one in three North American boards (32%) rely on portals as they go about their governance duties, while 48% of European boards and 54% of Asia Pacific boards use portals.
These figures are reported in Forrester Consulting’s October 2018 report, Directors’ Digital Divide: Boardroom Practices Aren’t Keeping Pace With Technology. The report follows the consulting firm’s April 2018 study, commissioned by Diligent Corporation in order to evaluate the technology used for board governance. In the process, Forrester surveyed 411 people across 11 countries in North America, Europe and the Asia Pacific region.
Forrester concluded that, although boards are increasingly using portals, the extent to which they capitalize on them is limited. It found that, overall, less than a third of governance responsibilities are currently being solved with technology.
Are there gaps, needs or opportunities within your board’s governance practices that could benefit from the application of technology? If you’re inclined to answer in the affirmative, then it’s worth investing time in exploring Enterprise Governance Management (EGM). EGM is the application of technical tools and resources to address governance needs.
Why Boards Should Invest in a Board Portal
Your board may be unaware of how it can better capitalize on the organization’s financial investment in its portal. Or perhaps it was a major accomplishment for the board to have incorporated a portal into its routines at all, and some individuals may be reluctant to adopt additional changes. In either scenario, there may be a perceived lack of incentive for your board to leverage technology any more than it already has.
As a governance professional, it’s likely that you routinely monitor regulations, legislation and more. It may be time to add opportunities for technological advancements to your environmental scans. If you then determine that your board would be well served by using its portal for more than meetings, but aren’t sure how to go about it, you may want to begin by thinking like a director.
Step outside your administrative role, and figuratively try on a director’s pair of shoes. Directors are busy people. They’re in high demand, and so time is a valuable commodity. Since you’re also in high demand, you may have seen notifications of additional portal innovations but not yet carved out the time to assess whether they might help your board fulfill its responsibilities more effectively. If that’s the case, schedule some time to ensure you’re familiar with all of the current functionalities of your portal. Are there additional innovations that could benefit individual directors as well as the board as a whole?
If you support the board of a public company that reports to the US Securities and Exchange Commission (SEC), you can save the directors and yourself some time when it comes to the completion of Directors and Officers (D&O) questionnaires. If you’ve already invested in Diligent Boards™, its D&O questionnaires can save directors from unnecessarily investing the time associated with a traditional questionnaire, which requires the assessment of which questions are relevant – or not – to their completion of the form.
How Board Portals Can Improve How Boards Function
Any time you introduce a discussion of change, you’ll want to consider your board culture. How entrenched are certain practices, and how receptive might your Chair and other directors be to an increased reliance on technology? Might one committee take a trial run with a portal innovation, and present its findings to the board? How might such changes impact your management colleagues? What resistance might be presented, and how can it be resolved? What lessons have you learned from past introductions of change?
Remember that each individual’s appointment to your board likely reflects their specific expertise/stature. If you were to review your competencies matrix, it’s likely that the majority of your directors identified almost anything other than technology as their primary areas of expertise. If you find that your board would be better served through greater use of technology, be prepared to recognize and mitigate the discomfort some individuals may have about learning how to use new technology. Consider whether you or your staff has the capacity to offer one-on-one training to support any transitions.
While you’re continuing to think like a director, let’s turn to board accountabilities. Oversight of risk management is one such responsibility. Forrester found that just over a third of all boards think that having a better understanding of the areas of greatest risk to their board would be the most impactful if solved with technology.
Boards want to understand risks, and they also need to ensure that the organizations they lead meet compliance requirements. Consider the workflow that culminates in management’s documentation of assurances to the board that the organization is in compliance with domestic and global regulations. A board’s attestation of compliance was already a major responsibility, even before the European General Data Protection Regulation (GDPR) enforcement came into effect this past May.
EGM can help support your board’s preparedness to confirm the organization’s compliance with domestic and global regulations. After you’ve taken a look at the steps involved in your current compliance verification processes, do some research on Diligent’s Entity Management platform; it automates process chains. The system also serves as a secure signing authority data library that supports the filing of legal documentation. Run this EGM innovation by the compliance lead on your executive team, and see if it doesn’t also benefit your executives and other management individuals who report to them.
If your board needs an incentive to use its secure portal chat functionality when it comes to sending electronic messages and attachments, here it is: Hackers and other cybercriminals are known to specifically target directors and those who support C-level executives. Despite this, Forrester found that 56% of directors use personal email accounts for their governance communications. Should you, or any of your directors, find your email hacked, the risks are not isolated to the individual; rather, they have the potential to extend to the board and to the organization at large.
If you believe your governance practices and the organization will benefit from the board’s increased reliance on its portal, it’s up to you to educate the board and your colleagues on issues and opportunities.
Research and develop concise recommendations on portal usage. You’ll want to consider competing demands on board focus and energy as you identify proposed implementation timelines. Exercise your influence with your usual care and, whatever the outcome, your board’s decisions will be informed by the quality and persuasiveness of the case you present.