Think of the resources you use in your career as a corporate secretary/governance professional. Robert’s Rules of Order, policies, bylaws and statutes/legislation are just a few that may come to mind. There are additional tools I used in the early days of my governance career, and I don’t miss them for one second. When it came time to prepare and circulate meeting books (packages), I’d rely on such tools as a heavy-duty stapler, large manila envelopes, address labels, and the ever-present “dab and seal” bottle for moistening the flaps of those envelopes.
The list of requisite tools also included my trusty metal accordion-style multi-file sorter, which I’d pull out of storage the week before each board meeting. Collapsed, it fit nicely in in the corner of one of my cabinet drawers. Come the day prior to shipping meeting packages out by courier, I’d whip out the sorter – but not until after five o’clock, by which point many colleagues and (more to the point) all visitors had left the office.
I’d ensure that the door to our executive suite was locked before opening the door to the adjoining boardroom. Then, if the office was empty, I might put on some music. I’d extend the file sorter and admire the symmetry as its “x” joints stretched along the length of one of the boardroom tables. I had to use the boardroom to organize and build meeting packages, as the copy room counter was far too shallow and short for setting out and organizing the quantity of meeting packages I routinely circulated.
I deferred building these meeting packages until the early evening because of the confidential and sensitive nature of the information contained in them. There wasn’t going to be any data leakage on my watch – at least, not if I could help it. The task fell to the evening rather than the early morning hours because, before I came up with a plan to provide colleagues with annual work plans/forward calendars that made deadlines and deliverables as predictable as possible, I typically spent the cut-off date and even the assembly day chasing down last-minute submissions.
When it came to nonconfidential supporting documents, I’d have made a head start. If you’d stopped by my office earlier in the week, you’d have noticed that I’d already photocopied some of the materials and staggered stacks of documents atop the filing cabinets that flanked one of my office walls. After I secured an assistant, it was great to be able to delegate some of these tasks.
If you’ve ever redesigned a kitchen and learned about the work triangle principle, you’ll appreciate the governance equivalent when it came to printing, copying and assembling meeting packages. Rather than making my way between a sink, stove and fridge, there was plenty of to-ing and fro-ing between my computer, the photocopier and the boardroom table as I put together the final meeting packages. Just imagine if we’d had digitized step-counters in those days! Once the office emptied out, I would produce more than two dozen sets of each supporting document.
Once I’d assembled all the Open Session packages, I’d repeat the dance for the Closed/In Camera Session meeting packages.
Improving Governance With Enterprise Governance Management Technology
If you and your board are still functioning without a portal or some form of board management software, you’ll have your own variation on these practices. You’ll also find yourself in good company, as slightly less than a third of North American boards (32%) rely on board portal software. Portal usage rates are higher among European boards, at 48%, and highest in the Asia Pacific region, where 54% of boards rely on such software.
You’ll find these statistics and more in Forrester Consulting’s October 2018 report, Directors’ Digital Divide: Boardroom Practices Aren’t Keeping Pace With Technology. Diligent Corporation commissioned the April 2018 study in order to evaluate the technology used for board governance. The report reflects Forrester’s surveys of 411 governance professionals across 11 countries in North America, Europe and the Asia Pacific region.
If your organization has already invested in a board portal, you’ll know that it’s far more efficient to prepare and circulate meeting packages with technology than it is to produce hard copy books. That’s never truer than when you receive late submissions, or when a colleague pokes his or her head inside your office door to let you know that work’s underway on a revision to that report you already received and incorporated in the meeting package.
While quality of (work) life is important for you as a governance professional, it’s unlikely to be the greatest factor in a board’s decision to incorporate board management software. When it comes to return on investment, however, the adoption of governance technology enables you and your staff to invest more of your time and expertise in governance research and in staying on top of issues.
In addition, your directors are able to prepare for meetings more efficiently and effectively. That’s because a portal gives directors and colleagues secure and even remote access to meeting materials – with or without Wi-Fi, once they’ve synched their books. Directors can comment securely on documents or pose questions associated with specific agenda items or briefs, and they can determine who can see such communications.
What is Enterprise Governance Management
Such innovations all support good governance, but they’re only the beginning. I’ve written before about Enterprise Governance Management (EGM), which is a relatively new term used to describe the application of technical tools and resources to governance needs. Producing and accessing meeting packages through a portal are examples of EGM practices. If your board routinely establishes goals to improve its governance effectiveness, it may be worth introducing discussion of the extent to which the board is incorporating EGM practices.
Meeting efficiencies aside, it can be helpful for your board to assess its practices through the lens of cybersecurity. For example, think about communication practices among directors and between you, your directors and your executive team. Forrester reported that, even though hackers and other cybercriminals are known to specifically target directors and those who support C-level executives, 56% of directors use personal email to communicate with fellow directors, governance professionals and other contacts within the organizations they lead.
In the course of its study, Forrester also found that 59% of boards make their board management software available on tablets and 54% do so on mobile phones. That’s in addition to the ability that 91% of boards have to access their materials via PCs or laptops. Think of the sensitive information you communicate electronically to your board, via email or meeting packages. Then consider Forrester’s finding that almost 30% of directors had lost or misplaced a hardware device in the previous year. It’s reassuring to know that remote wiping, one more aspect of EGM, can mitigate risks should any of your directors or executive team colleagues lose their hardware.
Your board can make a commitment to safeguarding confidential and sensitive information by migrating from personal email to Diligent Messenger, yet another element of EGM. You can write to one another and share attachments in real time, within a secure environment. Users can choose to send their messages and attachments to an individual, committee or group, or share them with the board at large. Messenger functions as a standalone product as well as integrating seamlessly with Diligent Boards™.
Forrester found that 41% of boards are very concerned about the security of their board communications and data sharing. If your board is among those that strive for effective governance practices and performance, your directors will want to hear about EGM and the role technology can play in the board’s ability to communicate securely and to govern effectively.