I wrote an article for Listco.hk in September last year about how to run successful board meetings. In it I stressed the importance of preparing good materials for directors to review. Since then I’ve received a number of questions about how best to do this.
Badly prepared meeting packs and presentations frustrate board members and can sabotage the very projects being proposed. Yet this happens so often. As a consequence, I’m always on the lookout for technological solutions that simplify and improve board management and governance.
There are a number of platforms available, designed to simplify the process of building, securely distributing and even displaying those packs during meetings. Although none are sophisticated enough (yet) to write the materials for you, they do offer invaluable tools for simplifying the job of preparing high quality meeting materials. They also remove some of the headache.
I’ve worked most extensively with Directors Desk from the NASDAQ OMX Group. It’s a good solution and considered by most to be the industry standard, particularly in the US and for companies listed in multiple jurisdictions. There are other good solutions available however and my objective here is to review what else is out there. One that I have been testing recently is Convene.
Convene is developed by Azeus, an IT solutions and software development company based in Hong Kong. They have over 20 years of development experience building software solutions for governments and corporate clients across Asia and Europe. Azeus describe themselves as being focused on security and reliability. According to Mr. Wan Lik Lee, Founder and CEO of Azeus Systems, “Convene was designed to solve the needs of our own leadership team. Managing meetings without everyone having to be in the same room, and securely storing all meetings papers, notes and follow up actions in one place, easily accessible from wherever we all are. I travel extensively so these features are critical for me.”
Whatever technical solution is adopted, the process that I recommend be followed for preparing good board packs is the same, namely:
- Board meeting date is agreed with Board members and Outlook/or iCal calendars invites are sent out (ideally well in advance of the meetings);
- Agenda is agreed with senior management and the Chairman;
- Presentations and documents are prepared for each of the agenda items;
- Agenda and materials are reviewed and approved by senior management and the Chairman;
- Board meeting packs are compiled and sent to the Board members;
- Board meeting is held;
- Minutes are produced.
Get it in the Calendar
When it comes to governance, there are very few things as important as managing the corporate calendar and deadlines, particularly for listed companies.
All board portal software has calendaring capabilities. Directors Desk enables users to schedule the meetings for the year in the system and to view in either list view or calendar view. The list view is most helpful because from there it’s easy to see at a glance all the meetings for the year and whether or not they have been published and announced to attendees.
Convene has adopted the list view for its calendaring system too. Scheduling meetings for the year is as simple as clicking the “Schedule New Meeting” button. Once there you select from a pre-defined list of meeting types (that you can configure) and enter the date and title of the meeting along with other basic meeting information.
The power of board portal software is unleashed once the calendaring is done. This is no different in Convene. After a meeting is calendared, you then define the organizer, the participants, and any additional users (who are not participants) you would like to be able to access the system and the meeting materials.
To make adding participants easy, Convene allows you to choose either individual users or pre-defined groups of users. For example, choosing the Audit Committee will add all members of the audit committee to the meeting. Setting up user groups is something that can be done from the System Admin panel and it’s recommended to spend some time thinking through user grouping when you first start using the system.
Directors Desk adopts a very similar approach to adding users and setting up groups, using a drag and drop interface that allows you to see very easily who is a member of which group and if necessary remove them.
Setting the Agenda
The benefit of any board portal platform is the ability to setup, change and reorder the agenda for a meeting easily during the preparation phase. Convene allows you to easily create agenda items, define how long each agenda item is expected to take, who the presenter is and the objective. For example is the agenda item for discussion only, for reference, for approval or to be voted on? Whilst Directors Desk also easily allows you to setup meeting agendas, it does not provide fields to set the presenter or how long each agenda item is likely to take. These are useful benefits of the Convene system in my view.
The next step is to attach files to each agenda item. Both Directors Desk and Convene let you add a large numbers of files in many formats. The platforms will automatically take care of the conversion of those files to PDF when the book is published.
Convene has one additional very useful feature, namely the ability to add an action to an agenda item during the preparatory phase of the meeting. An action is similar to a task and enables whoever is building the book to assign actions or tasks to users (usually other staff members) and to monitor the status of those actions. This is helpful when large numbers of staff in different departments are preparing different materials for different sections of the meeting and you are responsible for making sure that everyone delivers in time. This feature is not available on Directors Desk, which means that at my company we manage that task the traditional way – usually by email.
Holding the Meeting
Once the meeting agenda is finalized and all materials uploaded, it’s time to publish it. Publishing a meeting notifies all participants that meeting materials are available to read on the platform. The system will combine everything into a single book, create an agenda cover page, and number all pages. This will then be viewable by participants on their device of choice. Both Directors Desk and Convene offer tablet and PC versions of their software.
One additional thing that Convene does when building the final meeting pack is it creates cover pages for each agenda item. This is a nice touch. In Directors Desk if you want a similar thing you will need to create the cover page yourself and upload it for inclusion in the pack.
Printing board meeting materials wastes a vast amount of paper, which is usually then shredded immediately afterwards. This is not something that will be completely avoided by using a software solution because in my experience there is always someone who wants a hard copy. It’s up to progressive companies and company secretaries to convince their teams of the benefits.
One benefit that is not available with paper is the ability for participants to take control of the meeting as a “presenter”. Doing this enables the presenter to automatically turn the pages of the presentation for all other participants watching on their computers or iPads. A benefit that Convene offers over Directors Desk is the ability to message other participants on their devices during the meeting. This is useful if a presentation is under way and the other participant is in another part of the world.
Writing up the Minutes
Minutes are the unfortunate outcome of any meeting. However, they are also one of the most important outcomes. Writing good minutes is not easy and I’ve not found a system out there that can help you automate this.
Directors Desk does not tackle producing minutes. Once the meeting is setup, you are left to your own devices. Convene on the other hand does. It can’t write them for you but it does help get you started by creating a decent outline in Word that is based on the agenda and other information that was input when setting up the meeting. At first I didn’t think this would be of much use but the more I’ve tested it, the more I’m convinced it is.
A template created from the agenda takes the trouble out of having to type up the meeting title, the time and date of the meetings, and the meeting participants.
It also neatly sets out the agenda and who presented each matter and takes care of the numbering of sections of the minutes and page formatting. Whist you will still have to type up the proceedings and the decisions, inserting that language into a structure that Convene helps to create is very useful.
I highly recommend anyone who is involved with or manages meetings on behalf of an organization to consider board portal software. It will make your job much more efficient. Board portal software also has the advantage of being more secure and is a better way of distributing confidential documents.
These platforms are also solutions for communicating effectively with directors and ensuring that directors always have access to corporate documents as and when they need it.
To top it all off, softwares saves paper and is therefore better for the environment. Directors Desk and Convene are both very good platforms and I would recommend either. However, Convene has some nice additional features that experienced users will find useful, for example the ability to vote online on a resolution proposed during a meeting.
Company Secretary for an HKEx Listed Company.
March 20, 2017