Welcome to the new APRIO blog!

At APRIO, we’re passionate about all things governance and we’ll be addressing everything from best practices, to how to improve your board’s carbon footprint, to new regulations that may impact your board processes.

Check back often for the latest views from the APRIO team, as well as news coverage that impacts our industry.

Reforms in the Boardroom Pave the Way for Increased Board Efficiencies

As noted in the Globe and Mail’s ‘Board Games’ 2011 Survey, a major revolution is happening in Canadian Boards. Where previously Boards were hand picked by the CEO and therefore in their debt, more and more directors are operating independently, providing tactical supervision to their executive teams.

This separation of the Board from management means that Boards are more demanding in their oversight, are looked to more for strategic planning, and in an economic climate where the public is increasingly frustrated with the way corporations behave, are considering governance in a broader sense with regards to both social and environmental decisions.

It also means that directors are doing a lot more work; a 2010 survey showed that directors spent an average of 227 hours/year on a large corporate board—including extensive reading of board materials as well as attending committee and board meetings.

All this means that the need for improved efficiencies around all governance processes is greater than ever. An effective leadership team requires a communications portal that serves as a secure environment for discussions, updates and collaboration. And while board portals can be a vehicle to drive governance, they don’t replace it—good governance will always remain a matter of expertise, ethics and transparency. By providing a secure online environment, an organization increases director visibility and provides timely access to information, making the processes of good governance more readily available.

At APRIO, we’re constantly evolving specialized software tools designed to simplify repetitive tasks and help boards and their administrative teams save time. And while increasing productivity is important, it’s only part of the job. APRIO’s communication tools and document repositories save costs, reduce risk, improve security and enhance reporting better than email and paper. These tools in turn give our clients immediate improvements in board effectiveness and create great value for stakeholders.

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Visit the Report on Business Board Games 2011 website here to find out more: http://www.theglobeandmail.com/report-on-business/careers/management/board-games-2011/

Increasing Efficiency with Board Portals

It’s clear that technology is rapidly entering boardrooms and more and more boards have moved, or are moving to, a board portal. But there is still some question as to how these solutions are commonly used, and if directors are adapting comfortably to the new online environment. Learning new systems, and accessing information in an entirely new way are often sited as the main deterrents to switching to an electronic solution, and prove a serious stumbling block for corporate secretaries keen to embrace the efficiencies and economies that can be achieved.

In an effort to find out more, KPMG’s audit Committee Institute and Corporate Secretary recently conducted a joint survey looking at the movement toward board portals: how common they are, how they’re typically used, how often they’re updated, as well as questions about security concerns.

Key findings included:

• One out of two companies polled uses a board portal. Half of survey respondents said their companies currently use a board portal, and 20 percent expect to in the next six to 12 months.
• Portal security is a significant concern. More than 75 percent of respondents expressed some degree of concern about portal security, with 38 percent being ‘very concerned’. Some 32 percent reported that certain ‘sensitive’ information is not posted to the portal, while 68 percent said their companies post all pertinent board information.
• Posting pre-meeting board materials and updating the board between meetings are the two most common uses for portals. Companies are also using their portals to provide updates on the activities of board committees (41 percent); enable real-time communications and collaboration between board members (17 percent); and facilitate information, communications and Q&A between directors and management (11 percent). Portals are also being used to support board self-evaluations and surveys (including consent agenda items), and as a repository for board minutes, company information and more.
• Most companies update their portal on a real-time basis. Some 70 percent said their portal is updated ‘real-time, as needed’. The remaining 30 percent said they update their portal monthly, quarterly or weekly.
• Portals are improving board efficiency, but many directors have difficulty adapting to the technology. More than half of respondents (55 percent) said the portals have improved their board’s efficiency (though 40 percent were ‘not sure’), and while 36 percent said the board has ‘adapted easily’ to portal technology, 64 percent said that some or most board members have had difficulty adapting.

The survey results suggest that many boards are still ‘finding their way’ with board portal technologies, but some positive trends, best practices and lessons also surfaced. One executive said his board chairman was, “enthusiastic about moving the board materials online, provided that any new system would be simple to use and, above all, would keep confidential documents secure.” (from ‘Leading a Board at the Speed of Instant’, The Corporate Board, March/April 2011).

Simplicity and security should be regarded as table stakes when considering a move to any board portal. But the best way to get a board accustomed to the idea, is to address how it will be used and then establish an environment of collaboration and adaptation on the part of directors, management and the IT team to ensure a smooth transition. Hurdles may remain, but there is positive news for corporate secretaries and board administrators who understand the benefits of moving to a board portal.

To read more about the survey, its findings and board implementation tips, follow this link: http://www.corporatesecretary.com/articles/boardrooms/11966/improving-efficiency-board-portals/

The History of APRIO or How We Learned the Importance of Good Governance

APRIO was started because a governance failure enabled a takeover of a company I had founded.

The company’s technical, financial and legal information was robust and well-documented. We had received 5 patents and were prosecuting more. We had FDA clearance for a medical device. We were ISO-9001 qualified as a manufacturer. We had documentation software to manage quality assurance and technical documentation. We were an audited reporting public issuer. We knew about process and quality assurance, and we had an excellent management information system.

But at the governance level, we had no equivalent quality process and poor information management. There were no defined board/management roles, no documented board processes, and no rules of order at board or general meetings. We had excellent minutes, but nothing to support good decisions. I chose a high-profile but incompetent board chair, who allowed a shareholder to engineer a takeover. The new board fired all the good people who had worked for so long to build a great enterprise. The future dimmed, and shareholders’ value plummeted. In short, the board caused the company to fail.

I believe we should have applied our other quality standards to governance. We should have kept the company on track. If we had managed the board as well as we did our other functions, we could have achieved our business objectives.

So when I started APRIO in 2003, I thought of it as a governance quality assurance system. I wrote then:

APRIO Inc. is a new company, formed by people who think that corporate governance will be a defining business issue in the coming decade. “APRIO” is derived from the Latin “aperio”, or “transparency”: our mission is to enable our customers to meet best practices for corporate governance and reporting.

APRIO is a system of software and services. It will enable our clients to efficiently and economically provide comprehensive and timely information to management, directors, share-holders, regulators, and potential investors and acquirers.

Corporate governance has become a defining business issue. More and more organizations are recognizing that their boards need to work as well as the rest of the functional units, and that to do so boards need resources.

It is past time to treat boards with the same respect we accord to product development or marketing. They need budgets, dedicated resources, and management. Nearly everyone knows their annual marketing or product development budget – no one knows their governance budget. The board generally has limited personnel or technical support. Board affairs are directed by the corporate secretary, who reports to management and is often overworked with priorities outside of board responsibilities.

It was my belief then, and is still my belief today that we need to start thinking about boards like other units of the business, and to start managing them just as well. It is my belief that a qualified, active, and intelligent board can make a considerable difference to the success of any organization.