Posts Tagged "electronic Board Management Solution"

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.

“Moving from email distribution to eHorizon eBoard has brought transparency, security of confidentiality to board information. In addition, our board members experience more organisation and uniformity. We no longer have to bear with Directors asking ‘did you really send the files? Everybody gets whatever is sent in the same format and the board administrator can track all documents. Board members can now access all board materials from one central place.”
Elias Mwaura, Board Member – CITAM

Industry:  Religious Organization
Solution: eHorizon eBoard

Challenges

• Arranging and organizing meeting materials
• Distributing board materials in a secure manner
• Emailed documents getting lost in inboxes or not being read
• Version control of documents
• Moving board communications out of personal and corporate email systems
• Moving storage of board materials out of personal computers
• Member collaboration confined to boardroom meetings
• Projecting of minutes and packs during board meetings

Solution

• Simple “drag and drop” board pack creation
• Instant sharing of board materials within a secure app. • Audit trails and email controls to block forwarding and “copy and paste,”
• Harmonized update of last-minute revisions
• Secure messaging and sharing of board information
• Easy to search and access digital storage of board materials
• A real-time collaboration of board members
• One intuitive secure board portal for digital board meetings

BACKGROUND

Christ is the Answer Ministries (CITAM) is a mission’s oriented Pentecostal church with business interests in education, media and recreation facilities. CITAM has 18 church branches located countrywide. Its businesses include 5 Academies, Hope FM, and TV as well as a camp. Since 1960, the church has experienced continuous growth to the current over 30,000 members and over 300 employees.

CHALLENGE

CITAM is one of the largest churches in Kenya. The governing board, the Council comprises 7 council members who meet every quarter. Supplementing the council is the Board comprising 11 members who meet every two months, and board committees with meetings held on a regular basis. Additionally, there is a Senior Pastors Board with 20 members who meet eleven times a year.

Board members need to receive and review board papers ahead of each meeting, which means the board pack needs to reach every Director in advance. To make this happen, the administrative team shared each committee reports as it came in on an ongoing basis and later collated the vast amounts of the reports into a board pack put on a laptop and project it.

Emailing of board materials often disorganized the Directors and some documents would get lost in inboxes. “Normally, emails have a way of mixing especially if you receive too many emails and some get lost in between,” explains Sarah Njuguna, the board administrator.

Board members made their comments on documents separately on notebooks and they had to wait till actual meeting day in order to share them with other members.

Each board member had to have own system of keeping their documents for future reference. In addition, version control as some documents could not open on some machines required the administrator to keep resending documents in a version that can open.

This was not an efficient and secure way to produce board materials. Furthermore, it was a huge task for some of the Directors, especially those with no system of keeping documents in order to ease reference. So, they were more than happy when in mid-2016, they went digital with eHorizon eBoard.

THE APPROACH

The Head of ICT for CITAM, Joshua Ogacho, oversaw the tremendous task of finding the right board portal vendor. He looked at three vendors. One of them was a foreign company and the other two including Software Technologies, were local companies. CITAM was looking for an intuitive, customizable and user-friendly solution for its board’s digitalization.

They also wanted to provide board members with a flexible tool allowing them to annotate modify and share comments in real time and without having project minutes during every meeting.

After looking at what other vendors’ offerings were, Elias Mwaura, a board member explains the biggest advantage eHorizon eBoard was tried and tested ready-to-use software. It had all the features that board members could possibly look for. “There is a very big difference when a product is mentioned and you are told this is what it does, and when someone comes and literally shows you this is what you can do with it. We got to understand what the ICT Manager was drumming all the time,” he says.

RESULTS

eHorizon eBoard lessened the amount of time in creating the board pack folder in the way it had to be prepared. We can now do it in minutes. Additionally, committee reports can now be uploaded on eBoard on an ongoing basis with notifications sent to all Directors who can access them from anywhere, any time.

Board members are more organized. The can access all documents from a central place within the eBoard app; hence do not require a personal system of arranging documents sent on email on their computers.

Our meetings are now shorter and productive as Directors can comment on documents, share notes and communicate privately with other board members beforehand.

 “The beautiful thing is that each Director can access eBoard on iPad. If I annotate a document each one of them will see it immediately even without internet connection. We no longer project our minutes or wait to share our comments with other board members during meetings,” explains Elias Mwaura, board member.

Referencing to past material is now easier as board members can instantly search and access resolutions and items discussed in previous meetings. “Every item has a minute number. If you want to reference something on eBoard, you only need the date, title or other search terms.

On the day of the first live board meeting, eHorizon Board customer support team was on high alert to ensure a successful meeting.  “It went very smoothly,” said Elias. “In fact, all the Board Members were very happy and comfortable using eHorizon eBoard.”

With close to a year of being online with eHorizon eBoard, CITAM is very satisfied per Elias. “In the beginning, one of the things we also heard before choosing eHorizon eBoard was that they provided personalized services, and we found this to be very true. And, we were really amazed by the eHorizon eBoard solution – it is so simple and easy to use.”