In the past decade we have witnessed the wholesale transformation from hardcopy to digital for nearly every type of media. Entire industries, from film and music to publishing have been completely upended by digital technology. Yet in the corporate world, many cling to manual processes and paper-based content distribution. Nowhere were the vestiges of tradition more firmly entrenched than in the boardroom.
This is not to say that these hold-outs are technology luddites. On the contrary, many corporate secretaries have sought change, but the underlying technologies were not ready for primetime. Only recently have secure hosted applications, ubiquitous network connectivity and mobility caught up to delivering on the promise of “going paperless.”
To understand why the digital board book is a transformative opportunity for general counsels and directors, we need look no further than the iPad. The iPad ushered in a new era. With its dramatic revision to the user interface, the iPad is ideally suited to the dense information boards need to review in an intuitive and accessible manner. Most importantly, the iPad’s readability and portability makes the online board book a better experience than its traditional printed predecessor.
Simply put, the iPad settled the debate about which device to use and took concerns about directors’ digital literacy off the table, and we can turn our attention to how a paperless board room fulfills the board’s needs. It’s worthwhile to keep in mind that in the pre-iPad era, tech-savvy directors had always been interested in basic online access to the boardbook, a technically uncomplicated task. A number of solutions existed to fulfill that need. But in the post-iPad world, the goal has grown more ambitious. Directors now want to do all their board work on the iPad, not just document review but also written consents, e-signatures, secure email and other tasks. In other words they are ready to go 100 percent paperless. So with that in mind, here are five technology must-haves for a successful outcome:
1. 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.
2. 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.
3. Map the 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.
4. 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.
5. 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.
For more information on how to get started, check out this video on Going Paperless in the Boardroom.