Publications & Resources
November/December 2008
Focus: Directors Issues
Board Portals Streamline Efficiency for 21st Century
By Nancy Jennings, Editor in Chief
What is a Board Portal?
A board portal is a secure and password-protected website
designed to facilitate board communications, accessed by management and
directors through a web browser.
For directors, the use of web-based corporate portals or
digital board books provides quicker access to corporate information, which in
many instances previously required waiting for the large briefing book in
advance of board meetings.
This web-based technology was nonexistent in 2000. They
are now used by as many as 20 percent of
Old vs. New in Board Communications
The logistics of getting board books to a geographically
dispersed set of directors has always been a challenge for corporate
secretaries. And it’s been no picnic for directors, either. They would either
receive the books with just days to spare before a board meeting or they get
them weeks earlier, and need to insert and replace pages as they get updated.
Web-based portals – when properly implemented and used
– can enable a bank’s board to streamline their agenda and introduce new,
more efficient procedures because information can be handled faster.
Beyond access to materials in advance of board meetings,
board portals can serve as an online resource center for bank directors. Via the
board portal, directors can access the company web site, links to any number of
industry resources and archived materials.
Board portals also serve as an efficient method for
directors to locate minutes and materials from previous board meetings,
eliminating the need to retain hard copies. According to many general counsels,
this is a benefit not only to directors, but also the company in case of
litigation since directors’ notes on hard copy board books are discoverable
during litigation. And because these portals are “searchable” busy directors
who would never have the time to wade through stacks of board books and
materials can easily locate relevant information.
“The traditional methods for distributing board books
create a number of logistical issues and even potential legal exposure for many
banks,” said Marc Daniels, chief operating officer for Diligent Board Member
Services. “The use of a digital board book, accessed through a board portal,
eliminates the risks associated with delivering traditional, hard copies of
board books while allowing this information to be available in a much more
timely manner.”
Community Banks are Enjoying the Benefits
Bank of Marin – The Corporate Secretary’s Perspective
One believer is Nancy Boatright, senior vice president and corporate
secretary at Bank of Marin in Northern California. The bank’s 14-member board
needed a faster, more efficient method to replace the cumbersome delivery of
information prior to meetings. Emailing information to personal email addresses
posed a security risk, so they set up bank email addresses and then notified the
directors to retrieve the information.
Before the 2007 WIB Annual Conference, they received a
postcard from a board portal vendor that was exhibiting at the conference. The
bank chairman met with the firm in the Expo and felt it would work for the bank.
“We were fortunate that our new chairman was all for technology and told the
board that this was what we were going to do,” said Boatright. “Some board
members embraced the change more than others, but all are on board with it.
It’s not perfect, but it is much, much better than the old way.”
Instead of the board receiving information for meetings one
week or less prior, they now receive things up to three weeks in advance, and
time-sensitive information easily can be delivered to them up to the morning of
the meeting. Their portal also includes a
“The board portal offers convenience and efficiency and
lets us provide more information than we could before,” said Boatright.
“Files are so easy to upload. We never even have to photocopy any more. One
huge benefit for us is that we used to have to stay until 8:00 or 10:00 pm the
night before a meeting and were at the mercy of the copy machine to create the
board books for the morning meeting. Now we can go home at normal hours and can
access the portal from home if any last minute things come up.”
The bank has a laptop for each of their board members that
they keep at the bank and have set up at each member’s seat the day of the
meeting. No hard copies are passed out – all of the information is displayed
on the laptops and on a large screen at the front of the room. In addition,
board members who are out of town during meetings can access the portal remotely
and participate as if they were there in person.
The bank, which earned its Green Business Program
certification from the
“Our board portal has exceeded my expectations. We use it
for more that just traditional board materials. We even use it for voting and
polling, including the signing of meeting minutes,” said Boatright.
“Corporate secretaries would love it. The board may be resistant, but they
should give it a shot!”
T Bank – A Paperless Bank
Thad Hutcheson, chief technology officer at T Bank, in
“Our board portal has provided the means to
electronically support and streamline corporate governance, administration and
compliance processes. This technology allows us to support internal as well as
third-party compliance and electronic reporting processes,” said Hutcheson.
T Bank’s Hutcheson likes how easy it is to keep
information current. “One of the most precious commodities for directors is
their time. Electronic delivery allows all the relevant information needed for
routine decision-making to be delivered quickly, timely, and economically, in
many cases freeing up time that can be used for having a dialogue on strategy
and policy.”
Key Features for Successful Implementation
Board portals need to have certain key features for
successful implementation. The most important aspect is information security.
Most board portal solutions provide multiple layers of security and increasingly
banks are looking for multi-factor authentication for access, although most
banks have not implemented this security feature yet.
Additionally, most board portal solutions allow you to
restrict directors from saving the board packet locally or mandate password
protection on the packet itself. This feature especially is required if
directors are not using a corporate laptop, and this password protection is
usually a good way to ensure that only your directors can open the board packet
itself.
Another highly valued aspect is a streamlined process for
board packet creation. This creation process involves the executive secretary,
legal counsel and an often an approval from the CEO. But the process of
collecting all the pieces which make up the board packet is where a well-defined
process saves many follow-ups. The process usually ends with a notification to
the directors about “this month’s board packet is now available”.
Every board portal solution should have a way to send notifications to
the directors, usually via email or on their cell phones.
The need to provide an archive of all historical board
packets and minutes is handy from a record-keeping standpoint. This simplifies
the on-boarding process for newer board members. These archives are also made
available to the internal and external auditors for their review as required.
WIB Service Corporation is Reviewing Proposals for Endorsement of a Board
Portal
Board portal vendors provide an outsourced approach which
replaces the costs of buying, integrating and maintaining specialized software
with a single monthly fee. In return the vendor provides a “ready-to-go”
service complete with 24/7 expert technical support and a high level of physical
and electronic security. WIB Service Corporation is currently reviewing
proposals from vendors to determine if a Board Portal Vendor will be added to
our list of VIPs – WIB endorsed programs.
Unauthorized reproduction of all or part of this material without the express written consent of the author is strictly prohibited. All rights reserved.