E-Governance: Boards of directors now turn to board portal to work smarter, safer and… greener !

Published in 20/20, the Canadian Manufacturers and Exporters (CME) magazine.

A recent Deloitte study indicates technology is getting more and more popular in boardrooms. For a long time, directors were resistant to changes

If, nowadays, laptops and tablets are commonly used by directors in many companies, the major change is really the emergence of board portals. It’s more than a “tech trend’’ — it’s about governance.

Among the tough new regulations that have appeared in recent years, the Sarbanes-Oxley regulation started a new era for companies (public or private), governmental agencies, and even non-profit organizations. Their directors now all face the same challenge and have to perform their duties in a productive and safe environment. Forget time and distance, they have to be available and up-to-date with the organization’s documentation to make accurate decisions when needed, and sometimes — most of the time — fast. They are advisors and also decision-makers.

To address this new paradigm, board portals have ­recently appeared in the boardrooms of companies among the Fortune 500. A few American competitors actually share their same “sweet-pot’’ — the international financial centers like New York, London and Singapore — but ignore the balance of the market.

Leading Boards, a Canadian company based in Montreal, provides a powerful, easy-to-use and secure board portal to meet the needs of an untapped market in Canada and abroad, especially in emerging countries. Leading Boards realized that not only the Fortune 500 but also medium-sized companies and junior public companies were in need of tools like board portals to better equip their boards and committees.

Leading Boards designed a priced multi-language unique board portal to address that market. And the demand is growing with companies always looking to be one step ahead.

“It’s more an investment than a cost,” says CEO Jean-Marc Felio. “With the introduction of the iPad version, directors are browsing in archives with the keyword search tool. They are a lot more efficient for the benefit of all.”

Argex Titanium has recently decided to have their audit committee and board of directors work with a board portal, and chose Leading Boards.

“At Argex, we have directors and committee members in different cities and even different countries,” explains Robert Guilbault, chairman of Argex Titanium. “Leading Boards helps them work, collaborate, and prepare their meetings wherever they are, anytime they want. It’s easy-to-use, available on iPad, and bilingual. Leading Boards was a natural answer to our needs, and comes with great training and support service.’’

The board portal also makes life easier to newly ­appointed directors who can, at their leisure, have access to the “memory” of the company and become familiar with past issues, decisions, and documents, and be well prepared to take decisions on current situations.

Last but not least, Leading Boards brings a “paperless’’ solution to boards and committees which helps control their financial impact as well as their ecological impact. A green ­solution turns out to be an investment that will carry its own returns.

After a year of commercialization and several hundred users later, Leading Boards entered into a partnership with Canadian Manufacturers & Exporters (CME) and now equips the CME board of directors and its audit committee as well.

“This partnership enables CME to provide our members ­preferred prices with Canada’s best software for the ­management of boards and committees,” says CME President & CEO, Jayson Myers.

To learn more about Leading Boards or to ask for a live demo, call 1-855-404 5377
or visit its website: www.leadingboards.com

Source: 2020magazine

Say On Pay = New tool of Social Responsibility?

“If it makes good sense to tie compensation of top executives to the financial performance of their firms, it is also wise to gauge that compensation in relation to other corporate performance factors,” says Peter Madsen.

But, what is «Say on pay»? Is it an answer to the compensation issue? Or just another practice to pay more the CEO?

 

As an example, in 1991, President Clinton wanted to permit companies to write off executive compensation amounts of more than $1 million only if executives hit specified performance goals.

In a 2011 paper titled Killing Conscience: The Unintended Behavioral Consequences of ‘Pay for Performance,’ Stout offers three reasons to explain why the Clinton administration’s revisions to the Internal Revenue Code (I.R.C. Section 162(m)) didn’t work.

First, incentive schemes frame social context in a fashion that encourages people to conclude purely selfish behaviour is both appropriate and expected. As a result, pay-for-performance rules “crowd out” concern for others’ welfare and for ethical rules, making the assumption of selfish opportunism a self-fulfilling prophecy.

Second, the possibility of reaping large personal rewards from incentive schemes tempts people to cut ethical and legal corners, and for a variety of reasons, once an individual succumbs to temptation, future lapses become more likely.  The result can be a downward spiral into opportunistic and unlawful behaviour.

Third, industries and firms that emphasize incentive pay tend to attract individuals who, even if they are not « psychopathic », nevertheless are more inclined to selfish behaviour than the average.

It isn’t easy, however, to find companies that specifically state that the compensation of their executives is tied to more than financial performance. PepsiCo, for example, has established Performance with Purpose, a global initiative that makes an effort to deliver sustainable growth by investing in a healthier future for people and our planet. However, the company is cautious about linking executive compensation to the results of this program.

Aron Cramer, President and CEO of BSR, a CSR consulting firm that works with a global network of nearly 300 member companies, believes that financial performance is inevitably linked to social and environmental performance.

Cramer’s emphasis on rewards rather than incentives is consistent with Professor Stout’s point of view. “We should set financial compensation ex post, on the basis of the employers’ subjective satisfaction with the employees’ performance,” writes Stout.

 

Ironically, the new imperative for corporations to be socially responsible could be jeopardized by attempts to tie executive compensation more closely to corporate responsibility through pay for performance incentives. »

 

This article is an extract from: Can Say On Pay Increase Social Responsibility?

Read more: Executive compensation: Shareholders have their say

Is executive compensation fair or flawed?

Say-on-pay voting process ‘highly successful tool’, according to survey of institutional investors

The Governance vocabulary

We thought you should be curious to visit a list of most used word in the governance field. Note the mix of accounting and legal terms, but also some specifics to boards like Code of Conduct, Conflict of interest, meeting procedures or board evaluation.

We will update this vocabulary on a regular basis, kindly send your comment and addition to complete it.

Ad hoc committee

Task Force

Advisory trustees

Agenda

Annual Report

Audit

Audit committee

Auditor

Financial statements

External auditor

Internal auditor

 Internal audits

        Qualified opinion

“True and fair view”

Reporting procedures

Unqualified opinion

 

Body corporate status

Charitable

Company

Cooperative

Non profit

Chair

Chair

Chairperson

Chairman

 

Charter

Breach of contract

Civil Action

Damages for breaches

Proceedings

Recovery of debt

 

Code of Conduct

Conflict of interest

Ethical

Legal duties

Obligations

Good faith

 

Compliance

Liability

Governing entity

        

Constituency

Election

Representative

 

Constitution

Meeting procedures

Annual reporting

Terms of appointment

General meetings

Voting

 

Evaluation

Board evaluation

Feedback

Succession

Chair

Individual members

 

Expenses

Advances

Allowances

Direct expenses

Reimbursement

 

Management

Chief Executive

Chief Executive (CE)

Chief Executive Officer (CEO)

Director-General

Managing-Director (M-D)

Principal

Secretary

Vice Chancellor

 

Standing committee

 

Succession planning

Continuity

Appropriate skills

Vote

Casting vote

Deliberative vote

Quorum

Resolution

Simple majority

Tied vote

 To read more, follow the glossary of Stanford website :
Corporate Governance Research Program


The Governance vocabulary

We thought you should be curious to visit a list of most used word in the governance field. Note the mix of accounting and legal terms, but also some specifics to boards like Code of Conduct, Conflict of interest, meeting procedures or board evaluation. We will update this vocabulary on a regular basis, kindly send your comment and addition to complete it.

Ad hoc committee

Task Force

Advisory trustees

Agenda

Annual Report

Audit

Audit committee

Auditor

Financial statements

External auditor

Internal auditor

 Internal audits

        Qualified opinion

“True and fair view”

Reporting procedures

Unqualified opinion

 

Body corporate status

Charitable

Company

Cooperative

Non profit

Chair

Chair

Chairperson

Chairman

 

Charter

Breach of contract

Civil Action

Damages for breaches

Proceedings

Recovery of debt

 

Code of Conduct

Conflict of interest

Ethical

Legal duties

Obligations

Good faith

Compliance

Liability

Governing entity

        

Constituency

Election

Representative

Constitution

Meeting procedures

Annual reporting

Terms of appointment

General meetings

Voting

Evaluation

Board evaluation

Feedback

Succession

Chair

Individual members

 

Expenses

Advances

Allowances

Direct expenses

Reimbursement

 

Management

Chief Executive

Chief Executive (CE)

Chief Executive Officer (CEO)

Director-General

Managing-Director (M-D)

Principal

Secretary

Vice Chancellor

Standing committee

 

Succession planning

Continuity

Appropriate skills

Vote

Casting vote

Deliberative vote

Quorum

Resolution

Simple majority

Tied vote

 

To read more, follow the glossary of Stanford website :
Corporate Governance