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Posts Tagged "eHorizon eBoard"

Interview with Chets Mukherjee, Operations Director at Software Technologies Limited

What is your current assessment of the IT sector in Kenya

and what do you consider to be the latest trends?

 

The IT sector in Kenya is very diverse. It includes hardware, software, telecoms, etc. Increasingly, we have the fintech space that is taking off. There are a lot of fintech companies in Kenya and Nairobi has always been seen as the Silicon Savanna. People see us as this sort of hotbed for innovation in the region. We have a lot of tech incubators, some of which Software Technologies Limited helps incubate. We have hundreds of new ideas cropping up every day. The great thing about technology is that there is not a huge barrier to entry. Sometimes, you just need someone with a great idea and a laptop and they start writing their own code or they come up with a new mobile gateway or mobile payment platform. The tech space is thriving in Kenya and a lot of Kenyan companies have become benchmarks within Africa. I was recently in Ethiopia and everyone in the region compares themselves to Kenya. When you talk about M-PESA, mobile payments, software development in our space, Kenya really seems to be the benchmark for a lot of Africa to measure themselves against. It is a thriving sector and provided that the government keeps supporting the sector, there is a little bit of regulation but not too much so you do not kill the innovation aspects of it, then the sector will continue to thrive.

 

” We want to build Software Technologies into a pan-African brand where people recognize us for what we do. We want to go outside of Africa and have our solutions sold in Europe, North America and across Asia Pacific” – Chets Mukherjee, Operation Director, Software Technologies

What do you offer and what makes you different from the competition?

Software Technologies was founded in 1991, so we have been around a long time. We focus on three keys areas of software: people, processes, and governance. On the people side, we have our full HR human capital management system that is used by some of the largest corporates around Africa. We have our process management solutions around contract lifecycle management. Our final and probably best-selling solution on the governance platform is our eBoard platform. It basically helps customers manage what we consider governance risk and compliance. We help people run everything from their board meetings to their compliance issues to risk management across the enterprise. Over the last few years, we have had a very steady push towards what we call SAS, software as a service. Today, every eBoard customer is on SAS. eBoard has now been extended beyond the enterprise. We have recently put eBoard into the Kenyan Parliament. Every MP and senator is now running a version of eBoard called eParliament to essentially run all their legislation and manage all their papers. We have a training division as well called the Institute of Software Technologies which manages all our training requirements, both internally and for external clients.

What would you like to push more? What are the benefits for the clients?

On the governance side, out of the clients who come to us, many of them still run their board meetings manually on paper, etc. We try to change the way people think about governance and the way boards are run. Over the last few years, Directors now bear a lot more responsibility for the actions of their companies. Fifteen or twenty years ago, when things went wrong in a company, people would just point to the management and the CEO. Now, when you sit on a board, you have a legal responsibility for the actions of your business. It is no longer good enough to just turn around and say you did not know or were not aware because it is your job to know. More and more Directors are taking a more active view on compliance. There are different types of compliance. The first is regulatory compliance. If you are a bank in Kenya, you are regulated by the Central Bank. If you are listed on the Stock Exchange, you are regulated by the Capital Markets Authority or the Stock Exchange. Statutory compliance is where you have to comply with the Revenue Authority, Social Security, etc. You may have internal compliances that you wish to comply with yourself such as agreements with your internal shareholders or private equity funds that you have to comply with at certain dates and times. eBoard helps to bring all of this under one central repository and we help customers manage this. Your board meetings become a lot more efficient. We allow people to do things like approvals electronically and they can be tracked. All the board pacts and minutes you no longer print, so there is an environmental impact as well. We did studies with some of our clients where clients are saving on average 40-50,000 USD per year just in photocopying paper. It is nice to save the money, but of course, you are saving hundreds of trees along with that. A lot of our big corporate clients have an environmental policy. eBoard is also seen as a nice way of the board leading from the front. You stop printing and wasting all this paper and it makes the board more efficient and saves a lot of time.

What is your eParliament platform?

eParliament was deployed just a few months ago and it is really an extension of eBoard. We help manage all the paperwork that flows through Parliament. In the corporate world, we call it an “agenda”; they call it an “order paper”. It is essentially the same thing but a slightly different terminology. We call it “minutes of a meeting”; they call it “Hansard recordings”. We have “resolutions” at board level or corporate level; they have “bills” and “motions”. Of course, there are different workflows. A Parliament will have a first, second, and third reading of certain bills and motions before they get passed into law. So, we help track all that paper, and there is a lot of paperwork. Our Parliamentary system was actually presented by the Kenyan Parliament team in Europe this year. They found that in addition to all the monetary savings, they will save about 2,000 trees per year. Often, when people say you have saved one sheet or 1,000 sheets of paper, people are not able to quantify it. But when you tell people you have saved 2,000 trees, that is a small forest. The benefits kick in very quickly, such as the ability to retrieve historical information quickly. So, if I am debating something in Parliament today and I said it was related to something we debated last year or last quarter, you can find that information quickly. We are now in the process of rolling it out to some of the county governments. Kenya has 47 counties and all of them essentially mirror the structure of the National Assembly. We are confident that it will work lower down. We are also talking to some of the regional governments in Africa about them adopting this platform as well.

How international is your company? Is it easy to work with other governments or do they look more towards local suppliers rather than someone from out of country?

We have customers across anglophone Africa now. We have customers all the way down from Botswana right through to West Africa, NigeriaGhana, and almost everything in between. Over the last year or so, we have begun entering francophone Africa. There are different cultures and practices involved in francophone countries. We are building up our team and our skill sets. The products are now available in French. That is the easy thing to do. Supporting customers in French, implementing in French, training in French requires almost a whole new team. That is what we are building up right now over the next few years. In terms of doing business with governments across Africa, we work with partners in every country we go into. We work with local partners who have been established there for a while and who understand the local requirements. More than anything, they are able to offer local support. After we leave the ground, you do not want your customer halfway across Africa to have to pick up the phone and fly you out every time there is a problem. If you have good local partners that can offer that first line of support, it makes your end user or your customer feel much more secure.

Are you looking for partnerships?

We develop all of our own intellectual property so we are not re-sellers for any of the big vendors. One of the benefits of this is that it gives us real neutrality. When we recommend something to our clients and tell them to use a product or a solution, we have nothing to make from it. I am not getting a commission from Microsoft or SAP for recommending their products. We sometimes have to combine certain things, so if there is a project where there are severs required or certain operating systems required, we will then work with certain vendors to deliver a product that requires multiple components. We personally do not have a focus on selling third party products. We prefer to focus on our own intellectual property. Essentially, everything we sell is built by us. This gives us two benefits. We are masters of our own destiny. We control what we sell and we control the pricing. That has been our focus as a business. We want to keep the intellectual property in house as much as possible. We will outsource intellectual property if there are very specialized things we are doing around security or video conferencing that is now built into all our applications and we will use third party technology for that. We do try to embed that technology into our applications so the customer sees one product which is our product.

Are you looking for partnerships abroad? Do you want to attract investors?

There was a private equity fund that invested in Software Technologies Limited in October-November 2018. We have been with them about 9 months so they are relatively new in the company still. They injected a lot of capital into the business. We have a three-year plan with them so we cannot see ourselves raising more money in the next three years unless something drastic happens with the business. Things change so quickly in Africa. The situations are so liquid. If suddenly we do require more money, we would go back to the market and raise either venture capital money or we have the option of trying to list on the Stock Exchange, whether in Nairobi or somewhere else. Those options exist. A lot of the FDIs around Africa are willing to lend money and if it is for a specific project we are doing, that would also be an option.

What is your policy for CSR?

Much of our CSR is based around education. We have been strong believers that if you can train people and give them the skills to go forward and get jobs, that can be very beneficial. We partner with various NGOs, churches, and various projects. We help to train people using our Institute of Software Technologies, which is our training center. To date, we have trained over 3,000 underprivileged members of society such as those that are blind, deaf, mute. We have trained people with a range of disabilities and various disadvantaged groups of people. Our policy on this is focused on creating jobs. In Africa, one of the biggest challenges is getting aid. You are constantly relying on someone giving you a handout. If you can train a young person and help them get the skills they need to get a job and become productive members of society, they in turn create employment and it has a knock-on effect. The majority of our CSR is based around our free training program. We have recently partnered with the Kenya Forest Service who is also one of our clients. We recently planted 1,100 trees just last month. That was really reflective of each tree each of our clients saved using our governance platform in the last 12 months. We have pledged to plant another 2,000 next year. That is a constant push we are going forward with.

What is your vision for the company in two to three years’ time? What do you want to have achieved?

We want to build Software Technologies into a pan-African brand where people recognize us for what we do. We want to go outside of Africa and have our solutions sold in Europe, North America and across Asia Pacific. My personal vision for the business is to go beyond Africa and have Africa, and Nairobi especially, seen as more than just M-PESA because that is what a lot of people know Kenya for. There are a lot of other great software products and technology coming out of this part of the world.

The eBoard iPad use is very intuitive and learning to use eHorizon eBoard system is quite easy. Recently, our new Company Secretary was able to capture minutes using the eHorizon eBoard system without any formal training and for the first time; our board meeting minutes were ready immediately after the meeting. Samuel Karema, Information Services Assistant – KenGen

Kenya Electricity Generating Company Limited (KenGen) with an installed capacity of 1,631MW is the leading power producer in the Eastern Africa Region. Established in 1954, the company employs over 2,500 people and commands a market share of about 69%. The key to its survival has been the ability to change with the times. And doing that requires an effective governance approach.

The company has eleven board members, seven of who are non- executives and 5 board committees with 4 -5 members each. KenGen board meets physically at least eight times a year, including a board strategy conference while its committees meet quarterly or more often in accordance with the requirement of business. The board’s lineup of meetings calls for extensive information to be generated in advance.

The Challenge

KenGen old approach to board meeting materials was to create paper-based packs that could be quite large and then deliver them physically to each board member across the country. According to the Board Services Assistant, Afline Onyango“ that added up thousands of shillings in distribution cost annually, in addition, other staff cost and time spent in collating and copying each report.

The effort needed to produce board materials occupied as many as three people with photocopying, binding and collating – in what Judith Ndegwa, Board Services Officer referred to as “a nightmare process.” “We would have the boardroom booked for 4 – 5 days to spread the papers everywhere,” she adds. On the user side, the situation was equally unmanageable. Board packs ran up to 500 pages each. And when an exceptional issue arose, like approving a prospectus or reviewing an annual report that number doubled or even tripled so that reports at times ballooned to 800+ pages. Add in papers of average 130 pages for board committee sessions held alongside the board meeting, and directors often travelled with files full of paper.

Security was also an issue when it came to paper board packs. Sometimes the packs would be left with the secretaries of Directors. Disposing copies of older papers was challenging. “A few Directors would return them for shredding while majority stored them in their houses and the company would lose track of what happened to them,” explains Samuel Karema, Information Services Assistant at KenGen.

Approach

With the effort and expense of creating paper-based board packs mounting, KenGen began an extensive research into finding the most suitable solution able to meet their needs. They vetted several solutions from leading board software providers and settled for eHorizon eBoard. What board members liked most about eHorizon eBoard was the easy to use interface combined with a single view of all aspects of the Board from Minutes & Agendas through to Director Evaluation and Compliance as well as board calendar on their iPads dashboard.

Another top priority feature KenGen was evaluating was security. They were impressed by eHorizon eBoard security standards and extensive measures of data protection, control, availability, and application security that make sure that the integrity and confidentiality of the information is maintained.

The Results

eHorizon eBoard has made life easier for the board administrators. For Judith, the flexibility of eBoard is a heaven on earth. “So often, information arrives very late and we are in a rush. We used to stay in the office until 11.00 am to review and prepare information. Now, I receive information digitally and in the comfort of my home, I can upload and update the information available on an ongoing basis then share at the click of a button and directors will be notified.” What took up to 5 days, now takes minutes with the eBoard solution.

120 Days – Number of days saved in administrative work preparing board and committee meetings packs every year, in addition to the board going green; saving 6 trees annually from eliminating the printing of 53,617 pieces of paper board packs.

Whats more, Board members have their folders arranges by session and a date making it easier to refer to previous sessions, make enquiries into changes and keep more accurate records. In addition, eBoard allows collaboration and supports better decision making. Board members have at their fingertips, the most up-to-date information for current meetings and can also readily access an archive for key papers and minutes over the last years.

Further, “the iPad use is very intuitive and learning to use it is quite easy. Recently, our new Company Secretary was able to capture minutes using the eBoard system without any formal training and for the first time; our minutes were ready immediately after the board meeting,” explains Mr Karema.

It’s also a good reference point. “Recently I was searching a circular number for the year 2015 and it was so easy to find. I just typed the date and I found it in seconds” explains Judith.

For Karema, stability is the eBoard systems main asset. One time, Judith relates, they had trouble with the passwords of some of the board members who could not get access to their eBoard app on their iPads. Karema called IT support and “it was solved in less than 10 minutes.”

 

Giving notices of board meetings is crucial for effective governance as it enables board members to plan and prepare to attend the meetings and be productive.

According to the bylaws of a company, board meeting notices have different protocols for how and when to be posted depending on the type of board meeting.

Giving notices of board meetings is crucial for effective governance as it enables board members to plan and prepare to attend the meetings and be productive. Serious consequences can arise if no notice is given for a meeting especially if important decisions are to be made during such a meeting. Meeting attendees may fail to attend due to unawareness and may, therefore, dispute the decisions made during the meeting in their absence. Furthermore, notices of meetings act as written documentation that a meeting was called for.

According to the bylaws of a company, board meeting notices have different protocols for how and when to be posted depending on the type of board meeting. Some companies may choose to give notices electronically via emails or SMS. Whichever way the board meeting notice is disseminated, it should have all the important and correct information such as:

  • Name of the organization
  • Date of the meeting
  • Location of the meeting
  • Time of the meeting
  • The nature of the meeting
  • The preliminary agenda
  • Date of the notice

Companies should implement best practice drafting methods for notices of meeting. These include clearly communicating relevant information using simple and plain language and using a structure and layout that guarantees ease of understanding and readability by board members. Companies can provide board members with more secure and immediate access to notices and other board information by using the digital technologies of board portals designed to manage all aspects of board meetings and effective governance.

The notice of a meeting may be different in structure depending on the type of meeting such as regular meetings, annual, special or adjourned meetings.

Regular board meeting notice

Regular meetings are common in most organizations. The bylaws of the organization should clarify how the notices of regular meetings should be prepared and posted. In regular board meetings, board members discuss and vote on many issues. If voting is to take place in the meeting, it should be clearly stated in the notice.

Annual board meeting notice

There are many important activities that take place in an annual meeting like the election of new board members, making important decisions concerning the organization, reviewing reports and activities of the year, and making new resolutions. While writing the notice of an annual meeting, the agenda of the meeting and the minutes of the previous meeting should be attached to the notice.

Special board meeting notice

Special meetings always require prior notice since they are called for outside the regular meeting timetable. For a special meeting to be conducted, it has to be affirmed in the bylaws of an organization. To be safe, ensure your bylaws clearly state the time frame that the notice of a special meeting should be given. Since special meetings only occur when there is an urgent matter to be addressed before the next regular meeting, the special item should be included in the notice.

Adjourned meeting notice

An adjourned meeting takes place if a previous meeting ended without all the agendas being addressed due to a shortage of time. The adjourned meeting continues from where the previous meeting ended. The bylaws of an organization should guide on how and when the notice of an adjourned meeting should be disseminated.

Companies should endeavour in creating and sending notices of meetings to board members using technologies of privately hosted secure board portal such as eHorizon eBoard. eHorizon eBoard is a governance solution that simplifies the creation and sharing of notices to board members. A calendar feature allows board and committee members to view all approved notices of meetings. Directors can find any future meetings they are required to attend and in case of any change, they get an automatic notification through SMS. Further, the system provides a central repository of all meeting notices and other board documents for future reference. It eliminates printing saving companies thousands of papers and distribution costs.

 

“We like eBoard because it’s simple for me to create minutes from scratch or start from an existing board pack and have lists of attendees, dates and meeting topics added automatically to the minute’s template. It has made it easy to share documents at the click of a button and for the board members to always review the latest version of the documents,” Connie Ngachu – NTSA Legal Officer- Directorate of Legal Services.

BACKGROUND

The National Transport and Safety Authority (NTSA) is a statutory body of over 700 employees and 17 centres across Kenya established to bring about sanity on our roads. NTSA harmonizes the operations of the key road transport departments and helps in effectively managing the road transport sub-sector and minimizing loss of lives through road crashes. The organization’s 12 members governing board of directors 6 – 8 times annually while its four committees sit between 24 – 36 times every year.

NTSA has streamlined its operations and processes to ensure it works efficiently for the public. More than 32 directors, senior executives and administrative staff use over 105 separate meeting packs per month, some maintained daily. eHorizon eBoard solution supports NTSA’s executive communications platform, enabling more mobile, efficient access to information and timely decision-making.

THE CHALLENGE

Prior to making the digital switch to a board governance platform, the NTSA board administrators faced challenges in the process of collating and sharing materials for board meetings. Everything was going back and forth via email,” says Ms. Connie Ngachu, Legal Officer- Directorate of Legal Services NTSA.

“Our board books in the past were created as PDFs, but large email files would bounce yet some were urgent.  Further, there were often a lot of updates — sometimes at the last minute. That meant I had to email each updated PDF to the board directors who had difficulty keeping track of the latest version,” she adds.

Then the administrative team would print the meeting materials – averaging 700pages per board pack and 250pages for committee packs – and manually insert tab dividers and email or courier them to directors. “It was hectic. We spend a whole day printing and sometimes the machines would break down, so we issued a print notice in advance to other departments,” explains Ms. Ngachu.

Compounding the obstacles of using email and courier distribution of board materials, Connie had to deal with a paper-based storage system for sensitive board information such as records, contracts and other archives which was costly and cumbersome. “All of this wasn’t working. We simply wanted a secure way to manage the sharing of documents and somewhere to store historical documents.”

THE SOLUTION

While researching board governance platforms, NTSA learned that several executives and board directors had used eHorizon eBoard with great results. After evaluating other vendors and seeing STL’s eBoard demo, the choice was clear for NTSA.

“Implementing the eBoard solution was a simple and seamless experience,” says Connie. “The Directors found it intuitive and easy to use, and I personally logged into eBoard and started using it without any training.”

 THE BENEFITS

NTSA Board is now saving 104 hours of administrative work, over $1,563 of printing costs, in addition to saving 17 trees from paperless meetings every year, using eHorizon eBoard.

The National Transport and Safety Authority (NTSA) have seen a variety of benefits since partnering with eHorizon eBoard. “We like eBoard because it’s simple for me to create minutes from scratch or start from an existing pack and have lists of attendees, dates and meeting topics added automatically to the minute’s template, ,” says Connie.

Whats more, “it’s easy to share documents at the click of a button and for the board members to always review the latest version of the documents,” she adds.

“Email notifications and SMS alerts sent to meeting attendees have eliminated follow up calls and blame from board members not receiving meeting materials,” she adds.

“It’s also easy to create a library of historical documents that Directors or board administrators can refer to for critical information necessary for governance if needed,” she adds.

Connie also notes the high level of customer support from the STL’s eBoard team. “The support provided by the eHorizon eBoard team is superior,” she says. “Questions from me or from my board members are answered immediately … even when we’ve asked them the same question countless times.”

With the new modules looks forward to continuing to partner with eBoard.

“Our board of directors loves eBoard. They receive email and SMS notifications when something is there, and they know where to find it. I also don’t have to worry or follow up if a Director received or not as I get automatic notifications upon receipt of the documents. Simple as that,” Connie says.

About the Author
Dorcas Karuana is the Marketing and Communication Manager at Software Technologies Ltd.

Board evaluation typically examines the roles of the Board and the entailing responsibilities while assessing how effectively these are fulfilled by the Board.

Mounting stakeholders’ expectations, fluctuating economic conditions, pressures of globalisation and increased regulatory requirements have brought the quality of performance of the Boards of Directors under greater scrutiny.

In Kenya, the Code of Corporate Governance 2016 requires a formal annual assessment of the effectiveness of the Board, its committees and that of the contribution of each individual directors, the Chairperson, Chief Executive Officer and company secretary to that effectiveness (Capital Markets Authority). In addition, a write-up of the evaluation process should be provided in the annual report.

Why have Board Evaluations

Simply having competent people of goodwill around a boardroom table does not necessarily result in an effective functioning board. Issues of structure, processes, and behaviour can detract from or add to the effectiveness of a board. According to a study by Delliote, 2014 on Performance and Evaluation for Boards and Directors a properly conducted board evaluation will help to flush out these by assessing matters such as:

  • Does your board meetings allow enough time for governance review, or if governance tends to be squeezed out of the discussion by ongoing business issues?
  • Are discussions open, frank and constructive, with all views considered, or are they dominated by key players?
  • Is the information provided to the board by your management is timely, appropriate, and sufficient and in a format that will foster a healthy review?
  • Do the board committees work efficiently?
  • Is the composition of the board optimal in terms of members’ skills, knowledge and diversity of experience, and outlook?
  • Would training help to remedy any identified weaknesses?

The Board Evaluation Process

In the conduct of their board assessments, the majority of companies in Kenya use internally prepared questionnaires or open boardroom discussions, and the chairman’s or nominating committee’s evaluations of board effectiveness. These methods do not offer confidentiality in Director’s responses hence lack transparency. More so, the whole process is labour intensive, time-consuming for board administrators costing the companies hundreds of thousands of dollars annually in resourcing; printing, distribution and labour.

Using an External Facilitators

A survey by the Institute of Directors (IOD) Kenya, 2015, shows that most boards continue to rely on internal assessments. Only 28 per cent of responding companies engage an external facilitator or consultant to help coordinate the process. An even smaller percentage use external support for assessment of board committees.

While external consultants can be seen as independent, using one consultant over a period raises objectivity questions due to possible internal interferences. Considering that these companies spend two months from the time they engage a consultant to draft questionnaires, administering them through to submitting a final report, this process costs companies between of $10,000 to $25,000.

Targeting Areas of Assessing Your Board Effectiveness

The Board performs three major roles in a company – it provides direction (i.e. sets the strategic direction of the company), it controls (i.e. monitors the management) and provides support and advice (advisory role). Board evaluation typically examines these roles of the Board and the entailing responsibilities and assesses how effectively these are fulfilled by the Board. The effectiveness of the Board depends on a variety of factors, some of which are:

  • Board Structure: its composition, constitution and diversity and that of its Committees, competencies of the members, Board and Committee charters, frequency of meetings, procedures;
  • Dynamics and Functioning of the Board: annual Board calendar, information availability, interactions and communication with CEO and senior executives, Board agenda, cohesiveness and the quality of participation in Board meetings;
  • Business Strategy Governance: Board’s role in company strategy;
  • Financial Reporting Process, Internal Audit and Internal Controls: The integrity and the robustness of the financial and other controls regarding abusive related party transactions, vigil mechanism and risk management;
  • Monitoring Role: Monitoring of policies, strategy implementation and systems;
  • The Chairperson’s Role; and
  • Supporting and Advisory Role

The evaluation of the performance of the Boards is essentially an assessment of how the Board has performed on all these parameters.

eHorizon eBoard Evaluation Assess Your Board’s Effectiveness

Examining so many areas of competence can be labour intensive and time-consuming experience, but it doesn’t have to be. Board management software solutions create a process for board evaluations that is far less time-consuming than manual processes. Board assessment tools like eHorizon eBoard Evaluation allow boards to save questions from year to year to evaluate and compare effectiveness progress over time. The whole board evaluation process is standardized making it easy to compare and contrast results.

eHorizon eBoard simplifies board evaluations process by allowing board administrators to use pre-designed templates that can be customized to various formats for the questions.  It’s easy to use features allow the board administrator to pull up readymade questions, review them for relevancy and once ready simply click on the names of board directors and shares with them all at once

The evaluation tool is intuitive and mobile-friendly. Board directors have the option of starting the evaluation at their own time, saving it and completing it later from anywhere then submit their responses at a click of a button. What’s more, the increased confidentiality of eBoard brings transparency to the director’s responses.

Administrators can easily track who has opened their questionnaires and get notifications when evaluations are completed and submitted.

Insightful Board Evaluation Results 

Once all the results are in, board administrators can pull all the information together in a few clicks. The program automatically creates charts, graphs and other visuals so the information is easier to digest and analyze. Board administrators can even download the results in various formats to use during presentations. eBoard Evaluation tool has been used by over 3,500 trusting board directors and executives across Africa and the Middle East since 2012.

The writer is the Marketing Communication Manager at Software Technologies Ltd.

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