Drag your corporate boards into the digital age

The Globe And Mail published the Monday, Feb. 25 2013 a new article about Leading Boards !!! By Ivor Tossell.

ipad-user

When corporate directors need to read up on company affairs in the run up to a board meeting, they can find themselves sitting on telephone books’ worth of paperwork. Never mind reading it – it also needs to be delivered and securely disposed of afterwards. Enter Leading Boards – content management software tailored to help boards of directors and built for the age of the iPad.

The goal is better governance, says Jean-Marc Félio, the company’s president: A more-informed board will make better decisions, and the sooner new directors can be brought up to speed on a board’s decision-making history, the sooner they’ll step up and offer effective guidance.

“Directors don’t have access to information. You have a new director coming in, it will take three to six months before they’re up to date,” he says. “Giving them access to their archives is already a big change.”

Leading Boards acts as both a security-minded information repository and a decision-making hub. Many of its features, which include access to old minutes and files, the ability to search documents by content and collaborative document-editing, are available through its regular web interface. But Mr. Félio puts his firm’s emphasis on its iPad app, which takes advantage of the touch interface to offer document-management tricks such as highlights and annotations. (In the interests of security, annotations are purged after a meeting has run its course, and documents returned to their original state.)

In addition to offering full access for board members, the software can act as a venue to create a virtual meeting space that puts specific users together with just the documents they need to see; anxious stakeholders, for instance, can be invited to a session with two or three directors, and just the relevant documents from the archives. Alternately, a suitor interested in buying a stake in the company could be given an account on the system allowing access for due diligence.

It also tackles the decision-making process itself, letting boards create structured debates, in which a question is mooted and members can add arguments into ‘pro’ and ‘con’ lists. After the meeting, the decision-making process is expunged, leaving only its result for the record.

The six-person startup’s software is used by about 60 companies in Canada and beyond. Mr. Félio says its touch-based capabilities are important in speeding adoption among board members – not always the youngest members of an organization, nor the most eager to embrace technology. The company experimented with buying small computers for clients, but found that, regardless of the training Leading Boards offers, the iPad was far more intuitive.

“There is one old board member who called and said ‘I don’t need your training any more. My five-year old granddaughter taught me.’”

See the article: Montreal startup drags corporate boards into the digital age

Risks, Security… Directors, Are You Aware?

By Jody R. Westby,

The 2012 Cylab Governance published a survey on how boards and senior executives are governing the privacy and security of their organizations’ digital assets (networks, systems, and data).

The report reveal that corporate data at a higher risk of theft or misuse than ever before. These are issues that now require active oversight by boards and senior executives.      The risks are real, fresh in all our minds theexample of the recent web attacks.

Read the Reuters’ article about hacked companies :
(Frustrated by their inability to stop sophisticated hacking attacks or use the law to punish their assailants, an increasing number of U.S. companies are taking retaliatory action.)

It can be concluded that…
“The 2012 CyLab Governance survey results indicate a serious lack of attention at the top. Although organizationally, boards are forming Risk Committees and establishing cross-organizational teams within their organizations, they are not regularly engaging in key cyber governance activities. Nearly half of the respondents indicated that their companies do not have personnel in key privacy and security roles, and 58% of the respondents said their boards are not reviewing their companies’ insurance coverage for cyber-related risks. In addition, only about one-third of the boards that are engaged with privacy and security issues are focusing on activities that would help protect against reputational or financial losses flowing from data breaches and theft of confidential and proprietary information.”

Read the full report on :
www.rsa.com/innovation/docs/CMU-GOVERNANCE-RPT-2012-FINAL.pdf

Senior Management Has No Idea where their Company Data Resides

According to a recent article on our blog Confidentialité: du papier au sans papier… and the issues of Data’s storage in companies, some societies by their Board of Director hesitate to transmit Data’s company at their IT services. Confidentiality is the key of the Data management and many directors indicate that their senior management has little or no idea where their company data resides.

 

The Agile IT Governance website by one of these author CJ wrote an article about this issue. 

“ The majority of companies surveyed also indicate they have no systems in place to account for which corporate files reside in systems managed by third-party service providers. Companies reported they have no way to track what data is being stored in the cloud and no process to manage access to that data.

In short, the survey reveals that:

- Only 9% of the companies surveyed have procedures in place to control access to data stored in the cloud;

- 23% of organizations are still developing their data access policies;

- 74% of respondents reported that they do not have a process for tracking which files have been placed on third party services;

- 68% either have no plans in place that they are aware of, or live without formal processes for granting and reviewing access

These survey results should be a wake-up call for all companies. CIOs should start developing and implementing strategies to ensure data security as quickly as possible.

Here are some questions that senior managers and the board of directors should be able to answer:

- Do managers know who is responsible for security?

- Does the head of security frequently meet the board of directors?

- When was the last time top managers got involved in security-related decisions?

- Would people recognize a security issue? Would they know who to call?

- Is the company clear on its position relative to IT and security risks?

- What percentage of staff had security trainings?

- Are managers convinced that security is being appropriately addressed in the company?

- Are managers aware of the latest information security issues and best practices?

- What can be done to successfully implement information security governance?

Protecting the interests of the stakeholders is a fundamental responsibility of senior management. This includes understanding the IT risks and ensuring that they are adequately addressed from a governance perspective. To do so effectively you need to manage information security risks, by integrating an information security governance framework into your overall enterprise governance framework. “

Read more on Agile IT Governance website

More articles: Confidentialité: Du papier au sans papier…
Caution – PATRIOT Act …
Les irréductibles du sans papier…

 


First Key to Agile IT Governance: Stakeholder Satisfaction

By Chiranjeev Bordoloi

The website CIO started a serie called The 12 Principles of Agile IT Governance.
The series is designed to help board members and senior managers leverage technology excellence as a competitive advantage for their organization. Each article discusses a key principle of agile IT governance and presents tactical measures that allow for deployment of that principle.

This interesting series accurate that 4 steps are necessary to focus on Stakeholders  satisfaction :

1- Manage shareholder satisfaction with ROI on technology investments.

2- Improve management’s technology quotient.

3- Ensure that employees feel like they work for a tech-savvy company.

4- Actively contribute to open source projects and organizing hackathons to improve   the company’s brand perception in the community.

 

Read More: CIO website 

 

Board Governance Structure

You may find this structure interesting as a template for your future governance manual or to compare it to your actual material.

 Each category may have one or more documents, for example the Role & responsibility  should have:
- role of the Chair
- role of the other officers (Vice, Secretary, trasurer)

- role of director
and also
- role of the CEO (no voting, etc.)
- corporate secretary.

If you have suggestions, we will update this template based on your comments.

The strategic planning process

Strategy

The board and strategic planning

VISION

MISSION

STRATEGIC PLANS

 VALUE CREATION

 

Board Effectiveness

Roles and responsibilities

Transparency

Important Board policies

Delegation of Authority

Conflict of Interest

Code of Conduct

Meetings of the governing body

Board orientation, development and retreat

Board structures

Important Board Processes

Board Orientation

Board Development

Board Assessment

Board Works Plans

Evaluation of performance

Reporting on Resources (Financial, Human)

Reporting on Quality

Quality Plans

Quality Report Cards

Board Composition and the Nominating Process

Membership of the governing body

 

The Board and the CEO

CEO Position Description

Accountability Agreements

Delegation of Authority Policy

CEO Performance and Development Process

Steps in the process

CEO Evaluation Form

Compensation Policy

 

Leadership development

Succession planning/talent management

Compensation policies and practices

Objective setting and performance reviews

Recruiting and selection

 

Board Structure (Committees)

Board Committee Mandates

Resources Committee (Finance)

Quality Committee

Governance and Nominations Committee

Management Resources and Compensation Committee

Audit Committee

Executive Committee

 

The Board and its Stakeholders

The board’s advocacy role

The annual report

Communicating with stakeholders

Stakeholder engagement in meeting needs

Stakeholder analysis

 

The Board’s Accountability

Risk Management

Accountability agreements

Accountability frameworks

 

The Annual Business Plan

The board’s role in monitoring performance

The board’s role in developing the annual business plan

 

Accountability for Resources

The external audit function

Resource utilization management

Financial goals and objectives

Financial policies and controls

Human resources

Information technology

New technology

Capital planning

 

Accountability-Quality of Service

The board’s role

The quality annual plan

Monitoring quality performance

The Governance Manual

The governance manual


Apple shareholders face California conundrum

This article is an extract from The Wall Street Journal:

“Call it the California conundrum.

It’s the reason Apple’s board of directors did not act on a straightforward and nonbinding proposal favored last year by about 74% of the company’s shareholders.

Now, the same issue will be back in front of Apple shareholders at the company’s Feb. 23 annual meeting. And the conundrum, unfortunately, is still around.

Here’s the story. The big public pension fund and influential investor known as CalPERS (the California Public Employees’ Retirement System) wants Apple to adopt what it says more than 80% of S&P 500 companies already have adopted: majority voting for directors in uncontested elections.

This is a key governance issue. It used to be that most companies (as Apple still does) used what’s called a “plurality” system for choosing directors when there’s only one candidate. In reality, plurality means one “for” vote gets a director re-elected, no matter how many unhappy shareholders “withhold” their votes.

“Majority” voting pretty much delivers what it implies and should make sense to anyone with an understanding of what the word election means. With various caveats, it means directors at many U.S. public companies need to garner more “for” votes than “withhold” votes to keep their seats at boardroom  tables…”

To read the full article: The Wall Street Journal



Why boards need to adopt social media

Lucy P. Marcus is a board chair and non-executive director who is challenging conventional wisdom inside and outside the board room. She has emerged as the voice setting the agenda on future proofing boardrooms and companies around the world. The CEO of Marcus Venture Consulting, she is Professor of Leadership & Governance at IE Business School and she speaks and writes about boards and leadership. Lucy has been awarded the Thinkers 50 “Future Thinkers” Award.

 

Governance in an iPad …

Leading BoardsWith each new presentation of our  Board Portal (Board Book), Directors are asking the same question about the choice of a tablet. And the first answer is “the tablet doesn’t matter, being an iPad or not”… It rather depends on the tools used by the tablet. If you need “Guitar Hero” which is on the iPad but not on Android, you will havo to go with the iPad …

Several administrations have already equipped their directors with laptop computers. However, there are some directors who continue asking for paper. It’s normal, learning to manage a computer is not a simple task, especially for someone over 60 who never touched one. The reduced learning curve of an iPad for example, istempting. The choice of the tablet, in that case is the iPad. It is no longer a rational decision, but the gadget effect that takes over.

Going paperless is a move that requires some adaptation. The easiest way is replacing paper by a tablet. But the adoption of the “new paper” is helped by the right tools. We see many very frustrated board members using tablets with the tools for desktop computers. Using Intranet or emailed MS office documents can use all of the tablet memory after two board meetings! It’s like driving a Formula 1 on country roads, not a good idea! The use of modern tools like the iPad must be accompanied by  the use of a board portal, otherwise the experience is limited and soon or later paper will be back.

As for the choice, for now at least, an iPad is the best… emotional choice!