By Dr Katarina Sikavica – Independent corporate governance expert
Board portals – digital tools for the distribution and storage of confidential documents – are spreading rapidly across the globe
According to Daedal Research, the global market penetration of board portals is expected to rise from 34.5 per cent in 2015 to 67.7 per cent in 2020.[1] This means that within the next three years, more than two-thirds of all boards worldwide will receive their meeting materials electronically, delivered to them on their PCs, tablets or smartphones. This also means that companies of sizes, private and public, will adopt a paperless means of communication at board level. In parallel, board portal providers are mushrooming, some of which are reaching a stage of business maturity, while others still find themselves in their start-up or growth phase. And while the feature lists seem to be converging, choosing a software based on a feature list alone can lead boards astray in the era of Cloud technology and software as a service (SaaS).[2]
Working as the head of customer success at a board portal provider, I have seen many company secretaries struggling with this situation. On the one hand, they feel the pressure to ‘hop on the bandwagon’, while on the other, they want to assure themselves of making the right choice. Switching costs can be high and touch upon the company secretaries’ internal reputation as professionals who are on top of things, including technological innovation.
However, company secretaries are not necessarily ‘techies’ and board members are almost never digital natives. The situation is exacerbated because most board portals are standalone applications (i.e. independent from other company software). Board portal providers, therefore, typically sell directly to businesses without much or sometimes any involvement of the local IT, procurement, internal risk and audit departments.
During my work with them, I have seen many company secretaries, particularly in smaller companies, choose board portals with no clear guidelines. What is worse, there seems to be little internal attunement on how the new application fits with the internal requirements. While there might be good reasons to keep board matters independent from other departments’ matters, not asking for advice and disregarding internal requirements usually leads to cumbersome post-contract renegotiations. Needless to say, such seesawing reflects badly on the competence of those who have a final say in choosing the board portal.
The following recommendations are destined to help company secretaries navigate the board portal jungle, choose wisely and avoid (or minimise) switching costs. In lieu of praising one tool over another, I use common, non-technical language to address the pitfalls I’ve witnessed company secretaries stumble into as they went about choosing a board portal.
1. Don’t just hop on the bandwagon
Technology innovation advances exponentially, yet technology adoption lags behind. Early adopters are typically tech-savvy, first-movers who are familiar with both the risks and the opportunities of new technologies. They possess the necessary skills to separate the wheat from the chaff. Early adopters make their choices based on efficiency considerations and are aware of what improvements they expect from new technologies. However, once a new technology has reached a critical mass, adopting it becomes a must for the rest of the market. Later adopters thus follow suit, if for no other reason than to comply with the expectations of their stakeholders.
My first recommendation, therefore, is to ask yourself whether you really need a board portal and, if so, why?
If your board meets only four times a year and if your board book is not larger than, say, 100 pages, do you really want to go through the hassle of implementing a digital tool among the non-digital natives? Some board members, even if tech savvy, simply prefer reading and writing on paper. (I can relate to that.) They will have their assistant print the meeting materials anyway and they will attend the meeting using a printed version of the board book. If security is not top of mind, does it really have to be a board portal? There are wonderful new solutions that convert paper notes into digital notes and that can, perhaps, do the job equally well (check out RocketBook or Moleskine Smart Writing Set or, for that matter, reMarkable).
2. Don’t neglect your return on investment (ROI)
Customer success managers have one top priority and that is to make their customers successful. What they are looking for is a way to measure how well you are getting a return on your investment. This is why any good customer success manager will eventually ask you about your objectives with moving from paper to digital. While these objectives are not always easily quantifiable, I find that many company secretaries haven’t even considered this question. Instead, they have simply followed the herd and have started using a particular board portal without much clarity on what it is that they seek to gain from it.
They best way to introduce efficiency considerations, is to specify your objectives and to make them measurable. Do you want to save costs by printing less? If so, how much will you effectively save? Depending on the size of your board books, meeting frequency and headcount of meeting participants, this number can be quite significant. Do you want to reduce the speed with which meeting materials are delivered to your board members? If so, how long does it take for your staff to prepare and send the materials now? And by what amount of time do you want to improve this process? Do you want to reduce the time your board members take to prepare for board meetings? If so, do you have an idea how much time it takes for them now? And can you make a traceable estimate of the amount of time you expect them to save with the new digital tool?
3. Refrain from counting features
Many company secretaries quickly move to browsing feature lists without spending some time to think about the unique working style of their board. In search for the perfect solution, my advice is to start by thinking through your entire meeting management process (from agenda to meeting minutes). Ask yourself not only what is important to you but also how frequently it occurs. For example, how frequent are emergency meetings that require quick preparation? Does your board often hold conference calls? Do you have frequent last-minute changes to your board book? Do your board members have a regular need for exchanging information before and after meetings or does your chairman nurture more of a one-on-one type of relationship with each board member without much interaction happening between the other board members?
“They best way to introduce efficiency considerations, is to specify your objectives and to make them measurable. Do you want to save costs by printing less? If so, how much will you effectively save?”
Be aware that as the feature list grows, so does software complexity. Therefore, prepare to make some smart trade-offs. For example, if last-minute changes to your board book are a frequent occurrence, note that overwriting old board book versions can be tricky because replacing one board book version with another while preserving all annotations requires some smart programming. Board portals vary in how elegantly they have solved such problems. Some offer great simplicity and ease of use on the administrators’ side but have only few and underdeveloped collaboration features on the users (i.e. board members’) side. Some are relatively inexpensive but offer no support or service without additional charge.
My point here is: don’t judge a board portal by its feature list alone. Instead, try to tease out how well it demonstrably meets your most important needs. Feature lists are often just marketing. And, even if genuine, they can be deceptive: I’ve witnessed situations where a company secretary insisted on having a ‘voting feature’ only to find out later that’s what he needed was a ‘digital circular resolution’ – that’s how that particular feature was described at our company. You and your board portal provider might simply not speak the same language. When talking to sales reps, therefore, don’t engage in a feature discussion but ask very for specific demonstrations of how their software meets your most important needs.
4. Don’t underestimate your board’s resistance to change
Some company secretaries opt for a board portal without paying enough attention to their board members’ tech savviness and habits – the primary roots of change resistance. Not being an expert is oftentimes an unusual situation for directors. The adoption of a new board portal can thus be curbed by board members’ fear of losing face. The lower the level of tech savviness on your board, the more effort should be put into their onboarding and training. Use such information to negotiate with your provider an appropriate level of service in this regard. Some board members might prefer private, one-on-one onboardings, particularly if they feel isolated in their inexperience with board portals. Such private onboardings can help them get up to speed quickly without losing face in front of their colleagues.
Some board members resist a new board portal because they are used to other solutions. Using different board portals for different board mandates means using multiple logins or even multiple devices. This can be quite cumbersome. If this is the case on your board, make board members part of the evaluation process. There is nothing as discouraging as a board member engaging in frequent and unfavourable comparisons of your solutions with the one she/he is using for her/her other mandates. My recommendation is thus to arrange for free software trials so as to allow for comparison. Most board portal providers offer free trials – if they don’t, be wary of why not.
Finally, get your IT involved early on in the process. While, in theory, you don’t need your IT to purchase a stand-alone application, your local IT people can offer much-needed help in bridging the gap between you and your provider. Local IT folk are often the first go-to people when problems arise. As a result, make sure your IT gets a seat in your digital boardroom. Your board portal provider has easy ways to provide access to the tool without allowing access to meeting materials.
5. Don’t underestimate your service needs (and read the small print)
I once met a company secretary who was working for a large construction company. He expected his new board portal to be ‘rock-solid’, just like the buildings his company constructs. In his mind, the software he just bought might have taken some time to be built, but once it’s done, it’s done. Unfortunately, software is always under construction: new features are added, underused ones are removed, bugs are fixed and security gaps are closed. And this is done by releasing new software versions at a considerable pace. Facebook, for example, does it weekly.
As a result, prepare for an ever-changing product. The board portal that you have today will look different in a couple of months. And this means that you will be relying on your provider’s support and service throughout your contractual relationship. A well-orchestrated first onboarding and training is fine, but you will need more. The less frequently your board meets, the more important this becomes as board members get out of practice. My recommendation is, therefore, to check with your new board portal provider about its release cycle: how often do they make updates? What is its philosophy in this regard? And how will you know and be alerted about the upcoming changes? Also, seek to find out how many trainings are offered with no additional charge and what type of trainings, manuals, tutorials, etc, you are entitled to.
The same holds true for support. Every software has flaws, particularly if the release cycles are frequent and testing periods are short. In fact, providers who opt for frequent releases typically hazard the consequences of producing more bugs. These are then fixed ‘on the go’ – as users notice them. Read the small print in your service level agreement. What does it say about response time and criticality of incidents? During the sales process, ask to see some historic metrics that reflect the availability of your new board portal: what is the mean time between service incidents and what is the mean time between failures (reliability)? What is the mean time to repair (maintainability)? Finally, assure yourself that your provider has enough service and support staff. Ask how many accounts a customer success manager has to take care of on average. This will provide you with an idea of the level of responsiveness you can expect from your customer success manager.
6. Don’t miss out on getting a clear picture on security and confidentiality
Data security and confidentiality require the involvement of experts. Get your internal audit and risk people on board early on in the evaluation process. Board portals nowadays have decent security standards. I would expect all of them to rely on multiple-factor authentication for logins and to use a state-of-the-art, end-to-end encryption method (i.e. on-server and on-device hardware encryption, TLS (transport layer encryption) and backup encryption).
However, there are more questions to be asked: if applicable law and jurisdiction are important to you, ask your board portal provider about server location, the identity, ownership and domicile of their subcontractors, and the location of developers who have access to your data. When it comes to external validation and reporting, go beyond just reading the reports and pay some attention to the reputation and credibility of the external auditors and testers. Related to that, seek to find out whether your contract foresees the commissioning of external audits orchestrated by you and at what cost.
Moreover, ask questions about transaction data. Those data include, for example, who logs in and how often, from which type of device and IP-address, etc. Who owns this data: you or your software provider? And can you get logs of this data? How easily and at what cost? What is the quality of these logs?
As a specialist in corporate governance, I can assure you that board work is fully transparent these days. Boards who transition from paper to digital can, at least in theory, provide full transparency over such things as time invested in meeting preparation.
Finally, and most importantly ask about key handling and server crypto-control. While your data is (hopefully) encrypted on the servers, the salient question is who has a copy of the key (or ‘password’) to decrypt the data? Server crypto-control can be led by the provider, by you or by no one. If a zero-knowledge protocol is used for encryption, you can trust that no unauthorised person has access to your data and board materials.
7. Don’t get stuck in short-termism
I remember a company secretary who was extremely annoyed every time an update was made to the software. Also, he vehemently opposed any new features or changes in design. At some point, however, his board rejuvenated with different board members joining. To his surprise, the new members requested more, not fewer features. This was a game changer. The company secretary eventually understood that he cannot assume to know his board members’ preferences in advance.
My recommendation is thus to look ahead. What features does the current version of your preferred board portal include and what features are in development? Ask to see your provider’s roadmap. That said, upon making your decisions, bear in mind that roadmaps are not always to be trusted. Feature development, testing and release might take more time than expected and don’t necessarily depend on your providers’ efficiency alone. Therefore, if you need a particular feature today, you are well advised to go with a provider who already has it built in. If not, try to find out about the stage of development of that feature: is it already specified? In production? Already being tested? Is there a release date in sight?
In addition, in looking ahead, plan for exit in case you decide to opt for a different solution. Make sure you know what will happen to your data, post-exit, and whether you can get your board materials extracted to some external hardware. What are the costs of this process? How efficiently can this data be uploaded into a new tool?
Last but not least, once you have made all your choices and have wholeheartedly opted for your preferred board portal provider, bear in mind that most observers expect the market to consolidate in the near future. Smaller providers might not achieve growth and may disappear altogether while your provider of choice might eventually be acquired by a bigger competitor. What’s your plan B?
About the Author:
Dr. Kate Sikavica is an independent corporate governance expert with fifteen years of experience in topics related to best practices in corporate governance, strategic shareholder managements and board effectiveness. As an academic researcher she focusses on shareholder activism, ownership structure and the impact of digitization on corporate governance.
Footnotes:
1.Global Board Portal Market: Trends & Opportunities (2016 Edition)
2.Market Guide for Board Portals – Gartner 2014
