Moving to a paperless boardroom - Article

Boardroom February/ March issue 2017

What are board portals?

Many large corporate boards have been using online board papers and board portals for years.

Board portals are a digital governance tool primarily for directors. Portals allow board, committee and governance documents to be accessed digitally (eg board agenda, papers, minutes and policies). Other board portal features can include annual board plans, calendar management and meeting scheduling, email and discussion tools, news and updates, and board survey and voting tools.

Going Digital?

For some time, the cost of board portals and the human resources needed to manage them were a barrier for boards of small and medium enterprises and not-for-profits in adopting the technology. However, there are now options tailored for boards of all types of organisations. Some examples of board portal providers include BoardPro, Diligent, Stellar Library and Thomsen Reuters.

As boards deal with digital disruption and transformation in their organisations, they should also be asking whether a board portal is suitable for their boardroom.

Benefits

Convenience and access: A key benefit of portals is having all board information in one place. Directors no longer have to carry around large board packs or other information. And they can access board material remotely, for example, when they are travelling overseas.

Efficiency and savings: Board packs can take considerable time to prepare and send to directors. Portals reduce the preparation time and, unlike with hardcopies, distribution is instantaneous and environmentally friendly, and saves on printing and courier costs.

Control and security: Board portals control who can access information, for example, restricting certain information to directors and not executives. Board portals also have various security functions to protect information from being stolen or compromised. It is important that good online protocols and company policies (eg concerning IT security) are followed.

Tips for going digital:

Due diligence: It is essential to undertake appropriate due diligence in selecting the right board portal provider and software. It is helpful to involve your organisation’s IT department in this process. Ensure user support and training is provided so directors can make full and effective use of the board portal.

Managing information: Directors are required to take into account all information they receive in carrying out their duties. In receiving information in a digital environment there is potential for directors to be exposed to greater amounts of information (e.g through the use of hyperlinks in documents). Care needs to be taken so they are not unduly burdened or put at risk of breaching their duties.

Annotations: Like with hardcopy board documents, directors can annotate and highlight online documents when they are reviewing them and in board meetings. Notes and annotations on online documents can be discoverable in litigation. Accordingly, care should be taken here and directors should manage what happens to these documents.

Audit trail: It is possible to track who has logged into a board portal, what documents have been viewed and for how long. This information may be used in investigations and litigation and directors should be aware of this.

Published in Boardroom Feb Mar 2017 issue