BOARDROOM BEST PRACTICES

Company Secretarial Software and the Benefits

Secure company secretarial software has had a big impact on the evolution of the company secretary, especially to manage all of the varied roles & responsibilities. When conflicts arise between board members, or between management and the board member, the company secretary role should include using company secretarial software to make rapid connections with board members in order to resolve any conflicts. Allowing these kinds of sensitive communications to take place via insecure email poses a real security threat, yet many UK boards are still communicating in this way. Having the right company secretarial software, as well as a secure board portal, entirely addresses this issue and is incredibly helpful to the role of the UK company secretary. The right people can be brought together in seconds, and all of the information they need can be right there, up-to-date, on the board portal.

 

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The Company Secretary Role in the UK

In the UK, there are very few roles as complex as that of a company secretary. A recent corporate decision-maker survey by Grant Thornton showed that 45 per cent of respondents said that the company secretary is the person in charge of governance at their organisations. In fact, 17 per cent of respondents wanted to change the title of “company secretary” to that of “head of governance.”

But the problem here is that company secretaries manage much more than corporate governance. According to the survey, the company secretary is responsible for the following:

  • Serving as the liaison with the Remuneration Committee
  • Serving as the Regulator liaison
  • The Board recruitment process
  • The Board induction and training process
  • Writing the annual report
  • Providing procedural advice
  • Handling board evaluations and performance review
  • Serving as key liaison for board members
  • Compiling board packs
  • Facilitating board meeting arrangements
  • Writing memoranda and articles
  • Maintaining compliance with laws and regulations
  • Overseeing entity management

Company Secretarial Software to Support the Role

Clearly, to manage all of these roles and responsibilities, the company secretary needs technological support, so it’s not surprising that company secretarial software has had a big impact on the evolution of the company secretary, as the survey showed. One company secretary told the survey that in the last five years, company secretarial software had fundamentally changed the role.

“The vast majority of organisations reported a change to the governance role through the impact of technology. Sixty-two percent stated that they now use some kind of electronic board pack circulation (this ranged from email to the use of more sophisticated board management software), while 4% hold virtual meetings and 10% have online training.”

Benefits of Company Secretarial Software

  1. Secure Board Communications

First, and most important, are secure communications. Acting as a liaison, the company secretary must be able to reach all board members, the top company executives and the general counsel, as well as external advisors and regulators. To do this efficiently, a trusted channel should be provided by a high-quality board portal. The same board portal should offer the very highest level of security because nearly all of the discussions held with the company secretary involve sensitive corporate information.

The same is true of board evaluations and performance reviews. Not only do these processes involve confidential peer reviews, but they can also include evaluation discussions to which only the chairman, the company secretary and the administrator should have access. Controlling access to specific material should be a utility that is available to the company secretary.

And when conflicts arise between board members, or between management and the board members, or among any group that is involved in the company’s high-level organisation, the company secretary should be able to use the company secretarial software to make rapid connections with all the people needed in order to resolve any conflicts. The right people can be brought together in seconds, and all of the information they need can be right there, up-to-date, on the board portal.

Allowing these kinds of sensitive communications to take place via insecure email poses a real security threat, yet many UK boards are still communicating in this way. Having the right company secretarial software, as well as a high-quality board portal, entirely addresses this issue.

  1. Entity Management and Compliance Reporting

As regulations change, and as compliance reporting is required, for updates on regulations and other matters, high-quality board management software for the company secretary should automate these processes as much as possible, and schedule what must be done by hand. For example, it’s now possible to completely automate filings required by Companies House – the software should enable this process. Entity management is part of this kind of activity – the complex structure of most larger UK companies means that tracking the varying requirements has become demanding. A secure board portal and company secretarial software will automate a great deal of this activity for the company secretary.

  1. Company Secretary Software and Board Management Software

A library of governance documentation and information, which is constantly updated automatically, should be part of any company secretary’s software package. But then the board management tool should also manage board book production, so every aspect of the creation and communication of board meeting document is automated, and they can be updated in real time.

  1. Board Meeting Management and Meeting Minutes

The entire process of setting up a board meeting, fixing the board meeting agenda and managing the board minutes-taking process can be almost entirely automated by the company secretarial software package. A secure board portal will facilitate scheduling board meetings and sharing proposals for the board agenda directors, enable making last-minute changes and support efficient board minutes-taking by the company secretary. Distributing the minutes for approval by board members and archiving them should also be fully automated.

With lots of board management software to choose from, here are the 5 most important questions to ask during your search.

  1. Company Secretary Software and Board Performance tracking.

 To keep track of the board’s performance, its achievement in decision-making and the implementation of the strategy planned by the board, the company secretarial software package should be able to record and track all significant contributions by board members. If there are issues about meeting attendance, or about actions taken during board meetings, the board management software should keep an automated record enabling easy reference.

Diligent Governance Cloud Offers Everything the Company Secretary Needs

The Governance Cloud addresses every requirement of the company secretarial role, even in all its complexity. This is because it has been designed with the governance professional in mind.

The Governance Cloud board portal puts discussions, documents, calendars and contacts into one online source, with functionality and real-time syncing across smartphones, tablets and laptops. Diligent Messenger moves sensitive messages and attachments out of email and into a secure “closed loop.”

Secure communications, with a team of experts ensuring that all threat protection is up-to-date; automated scheduling of compliance and regulatory requirements, board meeting management with dedicated modules, entity management software to stay abreast of all subsidiary activity, a library of documentation for every aspect of the job, and a full-scale package for the production, distribution and updating of board books.

Diligent’s Governance Cloud ecosystem of integrated digitised tools ensures that company secretaries deliver fully informed oversight on compliance, cybersecurity, risk management and other enterprise-wide governance matters.

Diligent’s Governance Cloud supports timely preparation and defensible decisions —from M&A due diligence to regulation, litigation and expansion strategies.

Diligent’s Board Assessment Tool and Diligent’s Conflict-of-Interest module enable regular assessments of culture, policies, leadership and processes.

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