Special post by BoardVantage's CEO Joe Ruck
In my blog 'The iPad a Game Changer', I talked about how the iPad settled the debate about the readiness of technology for the boardroom. Readability and portability improvements addressed long-standing usability concerns about the device, while advances in the software architecture let the portal map to the existing process necessary for going paperless.
It's worth pointing out now that going paperless raises the bar on what's required from the software platform. Keep in mind that, pre-iPad, tech-savvy directors had already used technology for simple online access to their boardbooks, a technically uncomplicated task. But, as discussed in the 'Longevity of Paper', fundamental constraints precluded its application for more sophisticated purposes, putting the paperless boardroom out of reach.
Post-iPad, those restrictions faded as boards across a wide range of organizations set more ambitious goals. Their directors asked for more than just document access and many made the shift quickly. Today these boards do their written consents, including e-signatures on the iPad. They use secure collaboration for committee work, they communicate between meetings with secure email and GCs have discontinued the distribution of printed boardbooks. They have gone paperless.
This of course begs the question: 'What should I look for in a portal technology?' With that in mind here are five product attributes that are must-haves for a successful outcome:
- Online-Offline Syncing: Directors carry their iPads wherever they go and rely on them for access to their board materials. Not unreasonably, they expect ready access to those materials even if they're out of Wi-Fi range. An essential requirement is briefcase technology that syncs content seamlessly between online and offline so any notes made while offline are immediately available when a director is back online. Also, to ensure directors have the latest information, the system lets the general counsel push new materials directly to the director's briefcase.
- Protect Against Discoverability: The iPad is a groundbreaking mobile device, but there is a tension between mobility and the risk of discoverability. Having the board book on a director's iPad creates a potential legal exposure because directors may forget to purge this information. The way to eliminate this risk is with a system that centralizes control with the general counsel so that downloaded content, and directors' notes, can be purged remotely by the general counsel, without relying on the actions of directors. This is akin to the traditional practice of the general counsel collecting and shredding paper board books following the meeting.
- Online Equivalent to Paper Process: Board communication is characterized by varying levels of access to sections of the boardbook. For example, what members of the audit committee see is often different than what members of the governance committee see, or outside counsel may be added for a single meeting and then her access rights revoked. In other words, a big part of board communication is about who sees what and when they see it. Today, that control exists with paper. It may be onerous, expensive and slow, but it works. It is critical then that the portal has an equivalent ability to differentiate access between various users. In the portal this comes in the form of a control matrix and content segregation.
- An Experience that is Better than Paper: When you change a long-standing process, you have to offer people an incentive. What you give them has to be better than what they have today. That means the user experience for your directors has to be more engaging and satisfying than what exists with paper. This requires an application that takes maximum advantage of the rich graphics and animation of the iPad to improve directors' entire boardroom experience.
- Embrace Two-Way Communication: For years, the board portal was a one-way communication tool. The general counsel distributed materials and directors retrieved it online and rarely communicated back. Now portals are shifting to two-way interactive capabilities that can improve decision-making by providing greater efficiency but also allowing directors to focus on the substantive issues rather than minutiae.
Observing these five must-haves will dramatically increase the odds of a good experience for the board as they shift to a paperless environment. In another blog we will touch upon is the user experience for the GC and the Corporate Secretary office. There the focus is on backend tools and the functionality available to dramatically improve the productivity of that office.