Board Portals: The Five Essential Qualities


Diligent host: Good morning, everyone and thanks for taking the time to join today’s webinar with Diligent. For those of you that have joined us for a webinar before, welcome back and for those of you joining us for the first time today, welcome to the Diligent Webinar Series.

We host our webinars once a month and they are open to anyone involved in board meetings whether you’re a board director, a company secretary, or an administrator. We’ve talked about a number of aspects from physical board book creation, advanced features, cyber security and today’s webinar will turn to the process of actually selecting a board portal and what questions you need to be asking. I’m part of the marketing team here at Diligent and I’m joined today by my colleague, Mark Watson, who is on the business implementation team here at Diligent.

So, before we get started today, I have a couple of housekeeping notes. This webinar should last about 30 minutes. We are recording it and a copy of the recording will be sent to everybody that registered in the next 24 hours. Please feel free to forward this along to any of your colleagues or board members who may not have been able to join us today. If you’d like to ask a question at any time during the webinar today, you can do so via the “Go To Webinar” pane on the right hand side of your screen. We’ll also have a couple of polls which we’d very much appreciate if you could participate in as well.

Finally, we are going to be covering quite a lot of information in today’s webinar so please don’t worry if you don’t pick up every single thing that Mark will mention today. We will send out a copy of the white paper from which today’s webinar is drawn. So with that, I’m going to hand you over to Mark.

Mark Watson: All right, well thank you very much Holly and welcome everyone. My name is Mark and I’m the business implementation manager at Diligent. Which means that I help prospective customers to understand more about the benefits of using the Diligent Boards Solution. In a few moments we will have our first poll, after that we’ll take a quick look at the typical process of compiling and distributing virtual board packs. And then we’ll move on to the five essential qualities of a board portal solution. Starting with security.

So, the first poll is under way and we’re looking for your input on how you’re currently distributing the board materials to your board of directors. So it may be that you’re printing paper packs and sending them by courier or perhaps you’ve got a collection of PDFs or some other electronic documents and you’re sending those out via e-mail. Alternatively, you might be using a file sharing solution drop box and finally some sort of custom developing heist tool that your IT organisation has tailored for you. Or, of course, it may be that you’re already using a board portal. So, if you could just make the relevant selection from the choices that are on your screen there and we can see the results trickling in already. And then in a few moments, we’ll be ready to share the final results. Okay, broadly in line with expectations there. We can see a lot of you are indeed printing and sending out packs. In fact, a fair number of you already using a board portal. So that’s good to see. The rest split between e-mail and some other file sharing solution although not a dedicated board portal. Great, thank you very much for your participation there.

What I’d like to do now is give you a brief overview, for those of you who perhaps aren’t using a board portal, of the typical process that you might follow in compiling and distributing your board pack. So as an administrator, your role will be to gather all of those different constituent documents from the various different functions within the business and to pull all of those together into a coherent, what we call a “board pack.” Very much like a paper pack. It’s got different sections or tabs and behind those tabs you’ll have the relevant reports from the different business areas. It’s just a matter of building those into a pack and then publishing them at the relevant time.

Then on the director’s side, their job is a little bit easier at least when it comes to downloading the books. All they have to do is download it to their device of choice and then once it’s down there, they have the option of reading it, of course, making annotations, possibly sharing notes if the system supports that. They can make comments and share those with other board members and then features with the more advance board portals such as voting and maybe questionnaires.

Okay, now we’re going to start exploring what we’re calling the, “Five Essential Qualities”, that you expect to see in a board portal. And we here at Diligent have implemented Diligent boards for over 4,000 clients. And in surveying those clients, both during and after the implementation, these are the qualities which are consistently rated as being most important to the client. We’re going to start off with security and we understand that security is probably utmost in your concerns when considering a board portal and when comparing that to your current approach. Whether that be e-mail or file sharing. Some of the things you’ll want to look at here, and your IT manager will be able to help you in assessing the detail of these items, but if you need further detail on these points from us then please do get in touch with me. And bear in mind that the white paper you receive after today’s event will also serve as a useful reference.

Starting off with the topic of Breaches. It’s very important to ask the prospective provider whether they’ve ever encountered a breach on their portal service. Attempts to breach are not unusual, but successful breaches would be hugely concerning. The vendor should be very clear with you about what was compromised and what steps were taken to bolster their security. In any case, the vendor should always be clear about it’s security practices and provide the clients with ample details on the protocols and procedures in place. When it comes to “Penetration testing” or “Pen Testing” as it’s sometimes known, you’re looking for the vendor to do a full pen test at least once a year and an application pen test at least monthly. Here at Diligent, we end up doing a full pen test probably almost on a weekly basis because with 4,000 clients we have a great number of them who are routinely checking our security so that helps as well as the testing we do ourselves. We are very grateful to our clients for testing our defences in depth.

On the subject of “Independent audits”, these are very useful for demonstrating that the vendor is confident in handling sensitive information. There will be various audits that you might expect to see such as SSAE16, again the white paper will give the details here, and the gold standard here is the ISO27001 certification. Adherence to these standards means that the vendor has a robust and mature approach to information security. As far as protecting information goes, the data that you entrust to your provider needs to be encrypted at all times whether it’s residing on the provider’s hardware or the client’s hardware and indeed while being transmitted from point A to point B. Some board portal apps store data offline in the form of PDF documents which can be compromised by hackers. Bear in mind that your board materials need to remain heavily protected whether they’re online or offline.

In this regard, Diligent is unique in our industry in investing in a technology known as, “Code Obfuscation.” And in plain English that means, that our application has been protected to the point where it’s basically impenetrable. It’s not possible for a hacker to get in there and compromise the app and uncover the details and then start to reverse engineer the software. It’s an investment running to the millions of pounds to implement full code obfuscation. But given the importance of security, we felt that it’s an investment worth making.

Moving on to “Adoptability”. What we are talking about here really is whether the solution will be fully embraced and accepted by your board members. After implementing it, does it stick around and does it really stay the course? So the kind of topics we’re looking at here is suitability of the application. The best way to judge this, we feel, is by asking for references from companies similar to yours who already are using the vendor solution. Whether you’re a 5100, a not-for-profit, or indeed a public sector organisation, you should be reassured that the solution meets your business requirements.

Then on the topic of “Onboarding”. In our experience, the successful implementation is heavily influenced by the quality of the onboarding experience. The vendor should offer a variety of training types, both for administrators and for board members. This training should be provided as often as a client requires and at no extra cost. Here at Diligent, we like to train people individually one to one, wherever possible. We find this allows people to ask questions and to get individual training that’s tailored to their needs.

On the point of “Attrition rates”. This is a really interesting and key indicator of just how successful the solution has been in adoption. Just whether the board members are in fact continuing to use it beyond year one. What you’re looking at here is the total number of customers that leave each year and you divide that by the total number of customers that the provider has in total. Those two numbers, if you ask the provider for that, that will give you the attrition rate. It can be very revealing to see what results come out of that.

When it comes to “Continued Support”, whether this is ad or technical support or in-depth training on the product, it should be provided for the duration of your contract and without incurring additional fees.

In a couple of minutes, I’ll provide a demonstration of the director’s experience of Diligent boards so that you can see for yourself how straight forward it is, even for those directors who are otherwise averse to using technology in their business dealings.

Moving on to the point, on “Governance”. You’re looking for a vendor that offers “Governance Features” such as voting, consent signing, and a robust survey module that allows for board evaluations to be completed all within the secure application. A “Governance Library” is, basically a place inside the portal and you need really adequate storage in order to build up this comprehensive reference library of governance information and other useful reference information. Things that you might expect to put here are investor reports, press releases, earning statements. Anything that the board would want to see all in one easy to find secure location. The tool also must be flexible enough to allow for frequent updates to the board or committee books. As an administrator, you must be able to replace documents if necessary and be confident that the app will not remove or misplace notes that directors have already made on the board pack.

Finally, when it comes to “Adding Features”, one of the vendor’s jobs is to make regular improvements to the app both in terms of security and feature enhancements.

At this point, what I would like to do is pause the slide presentation for a couple of minutes and just demonstrate to you how intuitive the board portal app can be for a director.

I have an iPad connected up to my PC here and I’m just going to share that screen with you. Now on the screen you should be seeing this iPad and down at the bottom of the screen, I have the Diligent board’s app which I’m going to just tap on to open it up. Normally, it would be prompting me for log in, but I’ve logged in already for the purposes of the demonstration. Here we can see, we’ve got a director who’s a member of some different boards and executive committees and I want to just open up this board meeting book for the “Peregrine Board”. I tap on the book, it takes me to the agenda and I can tap over on the right hand side here or swipe just to turn the page and tap on the left to go back.

Up here at the top left, I’ve got a little index button and if I press that it shows me the structure of the book and it’s very easy for me to just tap on any of these tabs and it will take me directly to the relevant page. If at any point I would like to make some notes on the document, I can do so just by going up here to the top right, pressing the pen symbol and then choosing the relevant tools such as, “Highlighter”. And I can just start to highlight this point here, of interest. If I want to, I can just add a sticky note and just start to type whatever detail that I want to save relating to this point that I’ve highlighted. The note saved in the top right corner, I can move that down, or indeed if I just pressed and highlighted that area of the screen, it would have put the note directly there for me.

If I just go back up to the book shelf, you can see one of things we have here is a vote in progress. One of these features you would expect in a board portal is the ability to sign off on documents. If I go to this voting status, I can see that “Approval of Minutes” is waiting for my acceptance. If I go to the signature page and scroll down a little there I can see I’ve got the place for my signature. I tap on this and choose to vote and just confirm my acceptance and then my signature is placed on the document along with a date and a time stamp. So you can see that for a director, who is travelling and who doesn’t necessarily want to have to come to an office or to wait for a document to be couriered to them, this offers a very much more flexible solution.

If I go back up to the book shelf and just go back up a further level to see the different categories of information we’ve got here. On the left hand side we’ve got “Current Books”, “Archived Books”. I’m going to go down to “Questionnaires” here and I’ve got a board evaluation that’s in progress which I need to participate in, so I just open that up. I can see this is just the introduction page, it’s just giving me the purpose of this and what is expected of me. I can go to the next page and here I can start to rate these items, give a rated response to the question. Down below, I can put the comments. When I’m ready and have done all of these pages, then at some point it’s going to ask me to submit. I don’t have to submit right now. I can just save it and finish it later.

Going back up again to these different categories, what I’ve talked about earlier was the “Governance Library”. If I go to “Resources”, here on the left hand side, I’ll see that there’s a library of information that has already been built up. Here I might be interested in the “Board and Committee Information”, so let me tap on that. I’m a member of the Audit Committee. I’m just going to open up that folder and have a look at this charter which has been published.

So you can see that it’s a nice, easy place to store all of the documents that a director might need to refer to in performing their duties on the board.

I’m going to pause the iPad demonstration and then revert back to the slides. So, just bear with me while I do that.

Now moving on to the fourth of the fifth qualities which is “Functionality”. Clearly, a board portal needs to address the functional requirements that the target audience has, in this case, your directors and indeed the administrators who are pulling the packs together. So, “Updating Note and Pages”, I talked about this already. This is where if you need to replace a document or make a change to an existing version we should be assured that the notes will be retained. “Multiple Log-Ins”, relates to the fact that many directors sit on multiples boards and a sophisticated vendor will offer a solution whereby a director logs in once and then can select between the different companies. Provided, of course, that the respective companies permit this. And vendors serving global businesses should support a variety of languages depending on where the directors and administrators are located.

When it comes to “Handling Updates”, what we mean here is in our experience, if a vendor does not commit enough resource to testing their software against the regular updates to operating systems that companies like Apple and Microsoft produce, you could have a situation where your board portal app essential remains broken for some time following an update to IOS, for example. We’ve certainly heard of some instances of that happening which is why we devote a great deal of our spending to testing and maintenance of these releases in advance of putting them out on the app store. Then if we take a look at the “Advanced Features”, you want to look for a vendor who offers features like e-signatures, questionnaires, full-text search, so the ability to search for any phrase or keyword across the entire breadth of the portals. Whether that’s the archives or the current books or indeed the government’s library. On the topic of digital shredding, a vendor should always provide to it’s clients the ability to wipe all user annotations, leaving a completely clean book in the archive and on the director’s devices.

When the time comes to retire a board pack. The board portal should do that in such a way that the board pack can never be retrieved from any device which previously held a copy.

Now, what I’d like to do is, step out of the presentation once more and show you a demonstration of one of those advanced features that I’ve spoken about. The ability to, very quickly, build and publish an entire board pack and this is on the administrator side of the tool. I’m logged into “Diligent” as an administrator, and on the right hand sign of my screen you’ll see that I have a folder here called, “Board Pack”, and if I just drill into that I’ll see that we’ve got some sub-folders representing the substance of the board pack itself. We’ve got “Investments” which contains a report. “Financials” which contains 3 different documents and what Diligent allows me to do is, over here on the administrator side, if I right-click here and just choose to “Create New Book” and I’m going to call this, “Instant Book”. And now, what I can do, is just take that folder, drop it into Diligent and you can see that the tool recognises that there’s a Board Pack structure underneath here and it’s already giving me a proposed structure for it and it’s showing me where it’s going to put those individual documents. So I click on “Import” and then it’s over to “Diligent” to just carry on with importing the files. The structure, it will very quickly assemble and then it will just proceed to convert all of those documents into the “Diligent format”.

We can just minimise that. It will carry on working in the background and what we’ll see that in very short order, we’ll have a book that looks just like this one here. If I open this up you can see it’s got all these different sections. So really in a matter of a couple of minutes, you’ve taken a collection of documents that you’ve built up from the various different functions and dragged those into “Diligent” and the book is complete.

Let me just step back in the presentation. Just addressing the final point, the final essential quality of the board portal, is reputation and service. Here you’re looking for a vendor that has a solid tenure in the corporate government space. A vendor that understands the pain points of both directors and administrators and can properly address them and a vendor that has extensive experience developing and implementing secure software.

Remember that you’re appointing the vendor as a custodian for some of your companies most confidential information. On the subject of “Awards”, these serve as an important independent benchmark of performance. Look for a vendor that has been acknowledged time and time again as providing service which is really in the top tier of board portal providers. When it comes to “Wait Time”, what we’re talking about here is the amount of time a director or an administrator waits in line for a support assistance when they call the support line. This sounds mundane, but in our experience, this is absolutely critical for the long-term success and the adoption of the solution. Given the nature of the clientele, urgent requests for assistance can happen at any hour of the day or night. Whether that’ on weekends or public holidays. Don’t get stuck with a provider that offers call-backs or places callers in a queue. Settling for less than immediate help is not a good plan when dealing with directors in our experience.

Lastly, a vendor should be actively engaged in the corporate governance community and be ready to share it’s best practices with it’s client base through professional bodies such as the, “Institute of Chartered Secretaries and Administrators”.

And here we have some of the dimensions of Diligent represented by different numbers. If I were to draw your attention to one number on this slide, it would be this one over here on the top right. The “Client Retention Rate” of 99%, which is quite in our industry and it’s a number that we’re justifiably proud of.

With that, it’s time to address any questions that we’ve received during the course of today’s presentation. Holly, what are we seeing today?

Diligent host: Thanks, Mark. A number of questions have come through. An interesting one here, “Some of our directors have iPads, but some have Windows devices. Should a good system be able to accommodate both?”

Mark Watson: Well, absolutely. A Diligent-user for example, can access Diligent boards via an iPad or a Windows PC. So, yes, the user should have the ability to log in at whichever device is most convenient for them at any given moment. You can even log-in via our web browser if you’ve left your PC at home, for example.

Diligent host: Great, thank you. Another question is, “You mentioned retention of notes as an important feature to look for, is this something that can be turned off if a particular organisation doesn’t want them turned on or doesn’t want to retain notes?”

Mark Watson: Indeed, you can do that. Yes. All of the key features in Diligent board can be configured according to the client’s needs. In terms of the default settings, we set the system on the side of caution to begin with. We would wait for the client to request any changes to these settings. Yes, to your point, meeting books would be purged of annotations when they are archived. Unless the client has requested that annotation be preserved. Of course, we’ll have good change-control around all of that.

Diligent host: Great. This is one that we hear fairly commonly as well at Diligent. Something that we hear often from our company secretaries and administrators, who we deal with, “I don’t very much understand how IT systems work. How do you suggest I approach the security element when looking for a board portal solution?”

Mark Watson: Well, IT security is absolutely critical to the board portal given the nature of the information stored there. Of course, you can’t be expected to be an expert on this topic. I guess my recommendation would be, find a real expert inside your company or in your network of contacts somewhere. Someone who’s qualified to assess these attributes. Some of the things you’re looking for, of course, is, “Does the provider take security seriously?” And can they demonstrate that through independent audits? Again, the white paper will give the standards that you’re looking for here, but the gold standard that all others should be judged by, really, is the ISO27001. If a vendor can demonstrate that it means that they’re taking security very seriously and not only they’re saying that, but it’s being independently tested on a regular basis.

Diligent host: Great. I hope that helps you. We do have a couple more questions, but we are rapidly running out of time. So we will come back to you, individually, on those. That does bring us to the end of today’s session. Thank you very much for joining, everyone. Before you all jump off we would be very interested in hearing your views on a second poll. I’m just going to bring that up here. Obviously, we’ve talked about a number of aspects for your to evaluate when looking for a board portal solution, but when evaluating new solutions in your own organisations. What are the most important aspects for you to consider? Is it security? Functionality? Adopt-ability that the service and support element are simply a tool that will allow you to have better governance within your organisations. If you wouldn’t mind please voting now, I’ll just wait a few more seconds. Great. About 75% of you have voted. I’ll just wait a few more seconds. Great. I’ll just bring these results up now. Very interesting. The large majority of you interested in or more focused on security. I think that’s certainly a step change in the last year or so as we’ve seen an increase in security threats to the organisation. That’s very interesting for us to see. Thank you very much for that.

That does bring us to the end of today’s session, as I said. Please feel free to visit: www.diligent.com and there you’ll see lots of white papers and case studies from our existing customers and you’ll be able to learn much more about board portal adoption there. There’s also the option to schedule a demonstration, if that’s something that you would be interested in and you would have seen Mark’s contact details on the slide before. Please also feel free to follow up with Mark, directly.

As I mentioned while at the start of today’s presentation, I will send out a copy of the recording to everybody alongside a copy of today’s white paper from which today’s webinar was drawn. Thank you very much for joining everyone and have a lovely day. Thank you. Bye-Bye.