Q: As an international company our executives are based in offices around the world. We are considering moving to an online board portal, but there are differences of opinion. How can I, as the company secretary, demonstrate the advantages for board members in terms of access to information?

A: I think the process should start with a simple question: ‘Why buy a board portal in the first place’? In the past, the answer was for the convenience of a handful of tech-savvy directors, but today the goal is to go paperless because that’s where boards realise the benefits.

With an online system, the distribution of materials is instantaneous. So not only will the board get access more quickly, you can also provide information more frequently, simply because it’s far less work to do so. In the traditional cycle of board meetings – perhaps a meeting once every month or every quarter – there wasn’t a great deal of communication in between meetings. But with a good online system, there is no reason to be restricted to those cycles. Typically, directors appreciate the regular update because it’s not always easy to digest information in one large batch. This improves the foresight of the directors, which in turn can improve the quality and the speed of their decision-making. With that in mind, there are a few things to consider.

Firstly, it is important to recognise that while in the world at large all the talk is about going online, in the world of boards there’s still a very strong need to go offline. In other words, directors work in both modes, and need to be able to Erin Ruck, BoardVantage eruck@boardvantage.com tel. +852 2293 2698 www.boardvantage.com switch seamlessly. That means syncing technology, which is not easy technically, but without it directors will not have a good experience.

Secondly, in the world of boards it’s all about who sees what and when they see it, so you have to make sure that you have that level of control embedded in the portal. That requires an ability to differentiate access between users, whether that pertains to what the chairman sees versus what an individual director sees, or what members of the governance committee see versus what those on the executive committee see. That means you have to look for a toolkit with a control matrix and content segregation capability.

Lastly, keep in mind that a board portal is not an end, but rather a beginning. For years the board portal was a one-way communication tool. The general counsel/ corporate secretary distributed materials to the director; the director retrieved it online but did not communicate back. Now portals are shifting to platforms with two-way interactive capability between the directors and the counsel/ secretary. That trend will only get stronger as more boards experience the value of technology

Erin Ruck, BoardVantage

eruck@boardvantage.com tel. +852 2293 2698 www.boardvantage.com

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