1. Sherpany: Monsieur Rollini, the corporate governance landscape has been in a state of flux for at least two decades now; If we add the accelerating digitization, what are currently your biggest challenges in your role as Corporate Secretary?
Claudio Rollini: Many things have changed over the years: information flows move faster, the volume of information gets bigger, stakeholders’ expectations are getting higher in terms of transparency, accountability, business ethics etc., regulation gets more and more complex, clients more demanding, competition fiercer, just to name a few elements. Fact is that the environment never stops evolving.
But I actually believe the key challenge for the function remains the same: to ensure the right governance structure is in place to enable the organisation and its Executive and Non Executive Directors to make informed, relevant, timely and properly documented decisions to achieve the Company’s vision and implement its strategy.
2. Sherpany: What means do you use to master these challenges? Are digital tools (such as digital conferences; online AGMs; electronic board portals etc.) of any help in this regard?
Claudio Rollini: First and foremost: stakeholder management and engagement. Know your environment (e.g. regulation, regulators, the industry etc.), know your business (the company & its customers), know your key ‘users’ (i.e. shareholders, Board and Executive Committee members), know your ‘providers’ (e.g. the rest of the organisation as well as external suppliers etc.), understand the interaction between the different stakeholders, at both institutional and personal levels, and proactively manage them. And always try to add value in everything you do.
As for tools, one sometime tends to forget that a tool is just a tool. It has to serve a purpose, not the other way around, and it cannot make miracles! A tool might help fix a problem, improve a process, increase efficiency, effectiveness, speed, quantity and/or quality. In that sense, digital tools can definitely help and this is what Apps such as Sherpany do for Board Meetings.
- preparing meetings and providing pre-read material is simpler and less time consuming than the old fashioned paper based approach;
- flexibility is increased as it is easier to amend, change, add or update documents;
- the meetings’ participants can be reached and they can access their files anytime, anywhere and one can monitor whether the information aimed at them actually reached them.
Besides, considering using and implementing such tools forces the organisation to assess and review its processes and ways of working, thus contributing to continuously improve them and, ultimately, to fight complacency.
Two things are for sure:
1. There is no use in blaming the tool if the purpose it is meant to serve wasn’t clear or the process it was meant to improve was ill-conceived;
2. It’s not because it is digital that it is infallible. There always will be issues, problems and bugs to fix.
3. Sherpany: What difficulties, if any, do you face in implementing digital tools at Board Level? How can we as providers make your life easier in this regard?
Claudio Rollini: No particular difficulty, but risks to be identified and proactively addressed:
- IT (a.o. compatibility, support, own or corporate device etc.);
- security (incl. use of tablets, access to the files from abroad etc.);
- users’ acceptance (the more credible and trusted the Company Secretary function is, the easier it should be to win it) (see also 4 below);
- close cooperation with the provider, on an ongoing basis (e.g. locally based Helpdesk or based abroad, language etc.);
- managing expectations (see 2 above).
4. Sherpany: Every new software involves a change of habit for its users. How do you go about managing change at Board level when it comes to implementing Software?
Claudio Rollini: Most people do not spontaneously welcome and embrace change. I guess it is part of human nature. The attitude is, therefore, often defensive, i.e. to look for all the reasons NOT to change. So the first thing to do is to focus on and to explain the very reason why the change is good/beneficial.
Then, I would recommend the following approach:
- Preparation (80%);
- Reassurance (10%);
- Support (10%); and
- Keeping it simple (another 100%!).
By preparation I mean making sure the tool is fit for purpose, reliable, user friendly, and duly tested in real life situation, i.e. by you in your company actual environment. You need to get the buy in of your key stakeholders/users (Chairman, CEO, but also all the relevant functions, such as IT, Security, Compliance/Legal, Procurement, Internal Audit, business lines, etc.).
Reassurance will be provided through an appropriate Due Diligence regarding the supplier (including a benchmarking of the competing Apps), the adoption of the relevant internal Directive/Guideline regarding the use of the App, a clear and simple briefing material for the users and a personalised and individual induction session with each user (rather than a group induction session).
Regarding support, one should not just rely on the providers’ Helpdesk, but also to put in place an internal support as well (with the help of your IT colleagues), for at least three reasons:
1. Board members are likely to contact the Company Secretary in the first place, in case of a problem;
2. The issue might be linked to the App, but also to the company’s IT platform (e.g. WiFi down); and
3. It will enable the Company Secretary to keep a record of the issues encountered and engage with the supplier with the view to sort them out and to ensure continuous improvement.
Make sure that, in your role as administrator of the App internally, you are kept informed, by your provider, of any change, such as updates, and issues, such as downtime, so that you can, if needed, inform the users proactively. Keeping it simple is rather self-explanatory and requires, above all, to always put yourself in the user’s shoes, when reviewing a process, assessing a tool and implementing it. And do not forget that more people than one would think do suffer from technostress!
5. Sherpany: What can you recommend to fellow Corporate Secretaries who are evaluating a board portal? What should they watch out for when a) evaluating and b) implementing a board portal?
Claudio Rollini: To keep it short simple and, hopefully, clear: see 3 and 4 above! And do get in touch with peers to share experience, exchange views and learn from each other.
Sherpany: Monsieur Rollini, thank you very much for this interview.