How do you create a more effective board?

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The Role of Technology in Creating a More Effective Board of Directors

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  • Joint Slide
  • Pircher, Nichols & Meeks Slide
  • Computershare SlideOn average a company/corporate secretary must prepare and disseminate close to 6,000 pages of sensitive materials to their board every year.Some organizations prepare more than 200 board packs per year.Very few corporations provide board members with secure computing or communication devices dedicated to board communications. As a result, board documents and emails are often accessible via board members’ personal mobile devices.
  • Joint SlideSteve to talk about discoverability/retention/risks.
  • DIRECTORS-Easier to carry 1 ipad as oppossed to multiple 600+ binders (1 director, 3 boards, 6 committees = 18 600+ page board books!!)-updated board books in real time-easier to follow along during real meetingADMINS-converts multiple docs to a single PDF book with bookmarks-controllable user access levels
  • Computershare slide
  • Pircher, Nichols & Meeks Slide
  • Pircher, Nichols & Meeks Slide
  • Pircher, Nichols & Meeks Slide
  • Pircher, Nichols & Meeks Slide
  • Pircher, Nichols & Meeks Slide
  • Pircher, Nichols & Meeks Slide
  • Joint Slide
  • How do you create a more effective board?

    1. 1. The Role of Technology in Creating a MoreEffective Board of Directors:Using Board Portals ThoughtfullySteven H. ShapiroPircher, Nichols & MeeksTom RacicotComputershare Governance ServicesNovember 28, 2012December 12, 2012
    2. 2. Webinar Agenda› Introduction› Board Portal Overview› Volume of Materials: What do directors really need?› Delivering Concise and Timely Materials› Questions & Comments www.cgs.computershare.com
    3. 3. Steven H. Shapiro, profile› In-house › Deputy General Counsel - FMC Technologies, Inc. › General Counsel and Corporate Secretary of: › First Midwest Bancorp › eLoyalty (now MatterSight) Corporation › Cole Taylor Bank› Private practice › Pircher, Nichols & Meeks (currently) › Before being in-house, 12 years of private practice in Chicago www.cgs.computershare.com
    4. 4. Tom Racicot, profile› Global Head of Sales, Computershare Governance Services › Responsible for full suite of governance products (entity management, SEC filings and board governance portals) › Governance engagements at hundreds of Fortune 500 & FTSE 250 companies › Managing teams in US, Canada, UK, Germany and Australia› Director of Sales, Transcentive Corporation › Helped architect one of the first global entity management systems in World Records › Early involvement with Sarbanes-Oxley interpretation and implementations www.cgs.computershare.com
    5. 5. Traditional Board Book Delivery› Manual Indexing and Assembly of Board Books› Locating Directors for Delivery› Courier Delivery› Unsecured Email Delivery of sensitive materials› Stored on non-secured PCs if emailed› Collection & Shredding after meetings www.cgs.computershare.com
    6. 6. What is a Board Portal?› Secure website (iPad) where directors and others can access board materials and other sensitive documents. Expiry and purge options.› “Green” solution that replaces the arduous and expensive process of paper distribution› Central location where one copy of the board book is uploaded to the site, ensuring that everybody is literally on the same page› Turnkey solution for the corporate secretary to simplify the assembly process for board books› Secure site designed for multiple layers of access, either by content or by role (e.g., audit committee member)› Secure means of communication that eliminates the need for unsecure email communications among board members› Alert mechanism that notifies executives of anything that requires their attention www.cgs.computershare.com
    7. 7. Board Portals & Tablets: They’re Here to StayNo longer “cutting edge” or “revolutionary” › iPad has changed everything › 50% of companies: have a portal or will implement in 2012 www.cgs.computershare.com
    8. 8. The High Level Advantages› Immediate communication: › Follows retention policies› Save money: › Copying › Shipping› Save staff time and resources› More portable: 1.3 lb iPad or 600 pages of paper?› More secure: paper is not encrypted! www.cgs.computershare.com
    9. 9. Efficiency & Security for Both SidesDirectors AdministratorsEasy to access/iPad Simple assembly: drag & dropAll board materials in one place All board materials in one placeImmediate notifications Immediate notificationsAnnotation capabilities Voting & surveysSearching “Purging” & expirationCalendar CollaborationElimination of paper Elimination of paper www.cgs.computershare.com
    10. 10. Security is at the Heart of PortalsSecurity is at the heart of portals › Risks of sending board materials by email › Board books are encrypted (256-bit) › What happens if a device is compromised? › “Remote purging” › Auto-deletion of board books › Secure, in-system communication › Board members tend to print what is sent to them www.cgs.computershare.com
    11. 11. Put Board Portal Technology in Perspective› Other similar technological developments: › Word processing › Overnight delivery › Faxes › Email› These developments: › Sped up process, but not without costs › And of course, all subject to “GIGO” principle – garbage in, garbage out › Materials do not write themselves www.cgs.computershare.com
    12. 12. To Evaluate Technology, Take a Step Back:What Is Being Done?› Board and committee meetings typically require hundreds or even thousands of pages of materials › Containing some of the most sensitive and significant information about the company› Providing for thoughtful board decisions by: › Security of materials › Timely delivered › Of relevant information? www.cgs.computershare.com
    13. 13. But…› Are all of the hundreds of pages of materials generated for the board necessary? › Will board portals increase the amount of reading for the board? › Will an increase be more of a risk to obscure the most critical information that directors need to see? › Will the decision-making process be affected? www.cgs.computershare.com
    14. 14. And…› Do directors have enough time to digest all of the materials? › Will using a board portal reduce the amount time for directors to have to review materials?› Want board members to have enough time to review this volume of materials: › A week? › At least over a weekend? › If possible? › How and when do you notify? www.cgs.computershare.com
    15. 15. What to Do About the Amount of Materials?› How did we get to hundreds of pages? › Regulatory requirements › Historical reasons (always provided) › Easier to let be › CYA› How and what to delete? › Question each report › On a rotating basis › Board assessments – formal and informal › Allow for more time › More time-consuming to edit › Sunset provisions and rotating evaluation › “Tickler” system www.cgs.computershare.com
    16. 16. What to Do About the Reduced Lead Time?› Pick 1 person to have the authority to set (and keep) deadlines› Allow time for work to be done› Use board portal to post materials on current basis – press releases, analysts’ reports, articles › Why rush? www.cgs.computershare.com
    17. 17. Ideal Solution –Thoughtful Implementation of Board Portals› Prepare and disseminate necessary materials› Deliver them quickly and securely› With a minimum of resources› Highest security possible› Board portals help with the last two points› When used thoughtfully, board portals can significantly improve board processes www.cgs.computershare.com
    18. 18. Questions & Comments What questions do you have? Steven H. Shapiro Pircher, Nichols & Meeks sshapiro@pircher.com 00 1 312 915 3175 Tom Racicot Computershare Governance Services tom.racicot@computershare.com 00 1 203 435 2950 Register for a Free BoardWorks Webinar http://cgs.computershare.com

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