Digital Director

Six times a year Noreen Cherry had to assist Eastman Kodak Co.'s corporate secretary, Laurence Hickey, in compiling board books for all 12 of the company's directors.

"These meeting books are hundreds of pages, so they can take a long time to compile," says Cherry, a paralegal at Kodak. "We have to send them out in overnight mail, and sometimes things get lost. We've tried to e-mail them, but they're too large for us to send or for our directors to receive."

The process for distributing board materials was time consuming, inefficient and often caused unnecessary delay. Fed up with the old way, Kodak's former chairman and CEO, Daniel Carp, asked the corporate secretary to find a new way to distribute boardroom information.

Kodak decided to go with Directors Desk, a Web-based service that allows corporate secretaries to create and distribute boardroom information over the Internet. Not only did this ensure that directors would receive all necessary materials in a timely manner, but it also reduced Cherry's board book workload.

"It now takes me about 10 minutes to post online what would normally take me a day to do," Cherry says.

Kodak's success with digitizing its board books exemplifies the technology's benefits. Still, many corporate secretaries looking to mimic Kodak's success might get pushback from directors.

"[This technology] does give the directors easy access to information and theoretically saves the corporate secretary the trouble of producing hardcopies," says Geoff Loftus, vice president of the New York-based Society of Corporate Secretaries and Governance Professionals. "But what I see is that the older baby boomers and beyond still tend to be a bit technophobic, so not many of our members are using it yet."

Robust Board Books

In some ways, Web-based board books are a lot like specialized document-management solutions. Their main purpose is to create an easy-to-access online repository for board and committee materials, including PowerPoint presentations, press releases, financial statements, minutes from past meetings and resolutions.

Most digital board book interfaces resemble an actual book with tabs. The system prompts the corporate secretary to upload documents and slot them into the appropriate tab. Then, with a click of a button, the corporate secretary can access a contact list and send materials, alerts or messages to directors. Some solutions even paginate the digital book's pages in case a director wants to print a hardcopy.

"We find that it is the easiest way to distribute materials to the board," says Alex Sodi, president of Diligent Boardbooks, a provider of online board book services. "There's one version of everything that everyone around the world can view on a real-time basis."

The services are more robust than just a document repository. Most vendors allow corporate secretaries to send e-mail alerts to directors after posting new material. The solutions also allow corporate secretaries to track who has reviewed what items.

Kathy Surace-Smith, vice president, general counsel and corporate secretary of Bothell, Wash.-based SonoSite Inc., a manufacturer of portable ultrasound systems, has her directors approve minutes from previous meetings and vote on resolutions online. She also no longer makes hardcopies for teleconferenced committee meetings.

"If there's a resolution that can't wait until the next board meeting, we'll post it with an explanation, and each director will get an e-mail saying that a resolution is awaiting their approval," Surace-Smith says. "They then go online, type in their passwords and cast their votes. The system then keeps a record of their votes in case our auditors want to review when something was approved."

Technophobic Directors

Yet despite these advantages, no amount of bells and whistles can force some directors to give up their hardcopies.

In fact, if there's one roadblock to implementation, it's most likely the board members.

"This is a completely board driven thing where you'll get a very technology-minded board member or two that really want to have this," Loftus says. "But on the same board, you'll usually have two or three people who want nothing to do with electronics because they just aren't completely comfortable with the electronic delivery of materials."

And this can create problems for companies that are implementing these solutions. For instance, instead of trimming their workloads, corporate secretaries can end up working more. For example, despite the successes Surace-Smith has found in her solution, she still creates paper books for in-person meetings.

"If people are calling into a meeting, they are very comfortable working from the electronic version," Surace-Smith says. "But we have found that in person, people still like to carry a book with them--especially for those traveling."

Still, just because board members may be reluctant to relinquish their hardcopies doesn't mean corporate secretaries can't find ways to coax them into trying out the new technology.

Board Buy-In

Experts say the most effective way to acclimate directors to new technology is to take baby steps.

"If I had gone in and said, 'Next board meeting you don't get any hardcopies,' there would have been an uproar," Surace-Smith says. "But what I said was, 'We are going to do this slowly.' You can't revolutionize this overnight because people have habits that they've built over a career."

Cherry agrees. Her first step was to launch a pilot program in which management and certain directors could get a taste of the technology. Her strategy was to get the backing of several directors to win over the rest of the board.

"We had a pilot program so that some people could become familiar with it and be the cheerleaders for it as well," Cherry says. "We also had a demonstration at one of the board meetings to tell the directors that this is coming and to show them what it looks like."

But as baby boomers retire and a younger workforce fills the C-suite, fears of technology will become a thing of the past, making Web-based board books the norm.

"Things are changing," Cherry says. "More and more people are from the computer age and are used to getting things electronically. So in the future you'll have less paper and less to carry around."

Technology Editor

Keith Ecker

Bio and more articles

Join the Conversation

Advertisement. Closing in 15 seconds.