Canada: Digitizing Board Meetings

In the day and age of virtual reality and delivery dinner at the click of a button, it seems almost comical to think that we use sliced bread to explain an invention's usefulness.

Given today's unprecedented surge in technology, it is perhaps unsurprising that the EY Center for Board Matters ("EY") reported digital transformation as one of the most important priorities for boards. However, while it may be tempting for boards to focus on emerging competitors, tech-savvy employees, and the onset of new risks, this transformation can – and maybe should – include digitizing board meetings. Implementing board portals, digital voting, and digital minute-taking procedures are 3 simple transformations that can help increase efficiency.

  1. Board Portals

EY describes a board portal as a collaborative software tool that allows board members to communicate and share documents with one another. The benefits include:

  • Efficiency and Convenience. Central storage of information allows board members to access documents quickly and conveniently. Most portals can be accessed at any time using mobile apps or browsers.
  • Portals can operate as proof of decision-making processes and archives of meeting records.
  • Increased Security. Rather than having board documents at risk when stored on unsecured email accounts, board portals offer security and confidentiality features, including restricted access rights and encryption.
  • Cost Savings. Board portals allow all board members to simultaneously view recently up-to-date documents. The need for printing and binding, and consequently the associated financial and environmental costs, are therefore reduced.
  • Increased Participation in Meetings. Subject to restrictions in the corporation's by-laws, some portals offer features that allow participants – who may otherwise be unable to attend in person – to join meetings electronically. Improved accessibility can lead to increased participation and more diverse ideas.
  1. Digital Voting

Traditionally, voting takes place by show of hands. Digital voting – the use of technology to cast, count, and record votes – offers many benefits and should be considered as part of a board's digital transformation.

First, Escribe suggests digital voting enables members to vote for the option they truly think is in their constituents' best interest. The concern that members may be influenced to vote a certain way "just because everyone else is" is thereby mitigated, and democratization is simultaneously encouraged.

EY identified several other advantages. For example, digital voting can be advantageous when boards are required to make quick decisions. Unhindered by requirements for geographic proximity, digital voting enables board members to vote from anywhere at any time, which is increasingly important in today's fast-paced and globalized world. Further, making greater use of alternative voting procedures can assist boards in meeting audit-proof documentation requirements. Results are electronically counted and captured, reducing any room for human error.

Before implementing digital voting procedures, board members should be aware of any voting restrictions in the organization's corporate by-laws.

  1. Digitized Minute Taking

Maintaining accurate minutes at board meetings is important to serve as both a record of legal compliance and a record of what the board has accomplished over a period of time. To make this traditionally labour-intensive task more efficient and accurate, minute taking software incorporates various features to promote accuracy and organization. For example, Diligent, which provides minute taking software for boards, offers the following tools (among others) with its minute-taking software:

  • A feature that adds folder tabs for each meeting topic;
  • One-click access to prior meeting minutes; and
  • Task notification features.

Conclusion

Where these tools fall relative to sliced bread is a subjective determination. However, objectively speaking, digitizing board meetings through the use of board portals, digital voting, and digital minute taking can lead to increased efficiency and reliability. Before implementing any such procedures, however, be sure to consult the company's by-laws to ensure there are no restrictions.

The author would like to thank Elana Friedman, articling student, for her assistance in preparing this legal update.


About Norton Rose Fulbright Canada LLP

Norton Rose Fulbright is a global law firm. We provide the world's preeminent corporations and financial institutions with a full business law service. We have 3800 lawyers and other legal staff based in more than 50 cities across Europe, the United States, Canada, Latin America, Asia, Australia, Africa, the Middle East and Central Asia.

Recognized for our industry focus, we are strong across all the key industry sectors: financial institutions; energy; infrastructure, mining and commodities; transport; technology and innovation; and life sciences and healthcare.

Wherever we are, we operate in accordance with our global business principles of quality, unity and integrity. We aim to provide the highest possible standard of legal service in each of our offices and to maintain that level of quality at every point of contact.

For more information about Norton Rose Fulbright, see nortonrosefulbright.com/legal-notices.

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