When boards of directors’ encounter problems, they often have to backtrack to regain a clear understanding of why they made the decisions that they did. Boards memorialize major decisions with formal board of directors voting procedures, which will be detailed and recorded in the board’s meeting minutes. For the Corporate Secretary, this entails pulling copies of past meeting minutes out of the archives and reviewing discussions and votes on a particular matter. This is a time-consuming process that’s now unnecessary because we now have electronic tools that can cut this process down from hours and days to just minutes.
Board of directors voting technology makes it possible for boards to vote on many different types of matters during meetings, as well as in between meetings. With today’s technology, there’s no reason that boards need to wait until the next board meeting or call an emergency meeting to vote on a pressing issue. Today’s boards can vote online on a highly secure platform where their votes will be recorded accurately and preserved in the cloud for future reference as long as the board needs them to be.
Boards need strong board of directors voting technology because it’s convenient, accurate and efficient.
Board of Directors Voting Procedures
Board business is a continuous process even after meetings are over. The end of a meeting often signals the start of action items for board of directors voting — often within a specified timeframe. Corporate Secretaries may need to gather signatures, get approvals and request votes on pending matters between board meetings. Board of director voting technology also saves time for boards that have difficulty in getting the required attendance for a quorum.
Diligent’s advanced, best-in-class integrated voting tools keep the workflow streaming when board meetings aren’t in session. Let’s look at some examples of occasions where technology can help boards obtain signatures, votes and approvals in short order.
Signatures on 10-K Forms and SEC Registration Statements
Public companies must disclose information on a periodic basis as required by federal securities laws. Domestic companies must submit annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, in addition to complying with additional disclosure requirements. Board of directors voting technology allows corporate secretaries to gather signatures electronically, which helps to get these important forms submitted by the proper deadlines.
A new voting enhancement of Diligent’s board of director voting technology allows directors of multiple boards to add their signature across all boards that use Diligent’s software solutions. This feature makes getting their forms in faster and easier than ever before.
Approving Motions and New Policies in Between Meetings
Boards have many important issues to discuss and time moves quickly during board meetings. Boards may have spent adequate time in discussion about new policies and other matters, but run out of time to formally vote on them. When boards run out of time, they may need to schedule an extra meeting or hold off on voting until the next meeting. Board of directors voting technology allows the Corporate Secretary to send out a call for votes and receive them back shortly thereafter — sometimes within minutes.
Unanimous Written Consents
Regarding certain, well-defined matters, boards may be obviously and unanimously in agreement. These types of situations call for the Corporate Secretary to draw up a Unanimous Written Consent that includes the relevant written resolutions. Unanimous consents must reflect approval by all board members. Board of directors voting technology makes it quick and easy for board directors to give their approval. Integrated software solutions allow Corporate Secretaries to set up and save templates for unanimous consents and attach them to the online meeting minutes.
Approval for Meeting Minutes
Best practices for good governance suggest that boards should spend the bulk of their time on strategic planning. While boards may have the best intentions of doing so, often they spend much of their meeting time addressing routine matters like approving meeting minutes. Board of director voting technology is the perfect solution for approving meeting minutes immediately after they are completed so they can be approved prior to the next meeting. Approving meeting minutes between meetings takes one routine item off the agenda, leaving more time for more important matters.
Approving Committee Chairs
Approving committee chairs is usually a quick and easy process. It’s also one that doesn’t have to take up valuable board time. With board of director voting technology, boards can approve committee chairs, so they can get started on committee work without hesitation.
Votes on Resumes of External Directors Joining Subsidiary Boards
Holding companies control director appointments for subsidiary companies. However, boards still need to formally approve the appointments, which can easily be done with board of director voting technology.
Tracking Attendance for Mandatory Board Seminars
Corporate Secretaries may also use board of director voting technology to track attendance at mandatory board seminars to support board development and simply report on the attendance at the next meeting.
Newly Released Enhancements to Diligent Board of Director Technology
Based on feedback from clients, Diligent just released six new enhancements to the electronic voting tool.
- Quick Voting: This feature allows board directors to vote in one click using for, against or abstain.
- Voting Without a Signature: This enhancement gives boards the option of voting without a signature. Options include yes/no votes or for/against/abstain answers.
- Anonymous Voting: Boards requested this tool so that they could be sure directors were voting independently and not giving in to groupthink.
- Voting With Comment Box: This enhancement allows directors to input the reason for their vote or add any other comments they wish.
- Results Tallying: This optional enhancement lets boards see voting results in real time.
- Signature Across Boards: We’ve discovered that many of our clients use Diligent software solutions for board director positions at multiple corporations. Diligent software lets them log in once and get access to board information for each company. This feature lets them “overlap” their signature to other boards where they serve.
Boards Need a Fully Integrated Enterprise Governance Management System
Board of director voting technology has many applications for making approvals and applying signatures electronically. It’s important for boards to consider that this is just one of many helpful software solutions that can improve and streamline board work.
Diligent offers software solutions to support all aspects of good governance. It’s time for boards to consider the full scope of governance, and how fully integrated board software solutions support Enterprise Governance Management.
For example, Corporate Secretaries can set up push notifications to alert users of new votes and send them secure messages about the results using Diligent Messenger. Board directors can vote from anywhere in the world using the Diligent iPhone app. Diligent Minutes is a platform that creates meeting minutes with ease and integrates with the voting tool for fast meeting minute approvals. Board directors can apply their profile and signature to all of their Diligent boards and enable the signature overlap feature, so they can electronically sign for all boards on which they serve.