Modern Governance is “The practice of empowering leaders with the technology, insights, and processes required to fuel good governance”.
In practice, it means adopting a single, unified software platform to manage all aspects of governance, including board papers, minutes, secure communications, voting, collaboration tools, document sharing and more.
The best of these platforms bring much more to the table as they include analytics tools to interrogate the data they manage, revealing hidden connections and even discovering new risks and business opportunities that may otherwise have gone undiscovered.
They’re necessary because the digital age has brought challenges as well as benefits. The panel at Diligent’s Modern Governance roadshow’s Sydney edition was on hand to share their insights, take questions from the audience and trade boardroom ‘war stories’. They were:
- Jane Bowd: Group Company Secretary & Corporate Counsel at Coca-Cola Amatil
- Andrew Horne: Corporate Governance Professional, Lawyer, Chair and Non-Executive Director
- Melissa Jones: General Manager at Company Matters, a member of the Link Group
- Mathew Ronald: Director, EY and Board, Governance, and People adviser
This blog is a condensed and edited slice of their discussion.
The fundamentals haven’t changed. As businesses have transformed from paper-based to largely digital-based organisations, their legal, social and moral obligations have remained in place. Yet there’s no doubt that the digital tools we now use to run and govern our organisations, to inform our boards and to communicate their decisions present new challenges as well as new opportunities.
Diligent’s Sydney roadshow panel discussion kicked off with a question about how digital tools have changed governance, board packs and board meetings.
Take a minute … or two
Minutes quickly emerged as a key area of change. There was broad agreement that the minimalist approach some organisations take is in many cases no longer appropriate, especially in light of recent corporate scandals and governance failures.
The possibility of litigation is a motivating concern for many organisations, especially those in highly regulated sectors like banking, finance and insurance, and companies are well-advised to look at their minutes through that lens. Melissa Jones:
I want to make sure that in five years time, if they’re in front of a court or the regulator, they stand up to scrutiny.
Similarly, directors are well-advised to take an interest in the minutes to ensure they accurately capture their contributions. Jane Bowd:
In the Royal Commission, we had board members saying ‘you know, the minutes might say ‘noted and resolved’ but I didn’t agree with X, Y and Z, and I said various things, and they’re not reflected in the minutes.
The panel agreed that the ‘culture of minutes’ is changing, with a heightened awareness of their importance – and of the importance of getting them right.
Dealing with data, managing your meetings
The panel also discussed changes boards could make to increase their efficiency, especially around handling the huge volumes of information they’re being asked to handle and the ‘information overload’ that can result. The panel discussed the advent of massive board packs that can be hundreds of pages (even topping the thousand-page mark in some cases, agreeing that such packs were simply unmanageable.
How, then, to manage information and ensure that board meetings are productive? Pre-board day meetings were agreed to be an effective tool for getting the most out of meetings. Matthew Ronald:
One of the boards I work with takes some time at the start of board day to sit down together and talk about the information they received. The management team wasn’t aware this was happening, but they found it a really rich experience.
The key is to ensure Company Secretaries are curating the papers, so they’re relevant and digestible. Preparing the board returned several times as a key theme. Andrew Horne:
One of the most successful tips I can suggest is to arrange for your directors a dinner before the meeting. It’s a free-for-all, effectively, just to have that opportunity for a free flow of conversation before the full board.
Such a meeting allows the Chair to get a sense of any concerns and, in an informal setting, any questions or problems the board might have.
For more information on Diligent’s solutions visit www.diligent.com/au.
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