What Issues Can D&O Questionnaire Technology Solve?

Nicholas J Price
Heavy regulations and increased scrutiny on Wall Street are forcing corporations to take a closer look at their inner controls, especially with regard to security over communications. Proxy season is an ultra-busy time for corporations even without recent regulatory changes. Many corporations are finding that they need to strongly modify their D&O questionnaires to meet disclosure requirements and other regulations.

Board directors who prepare documents in haste to meet deadlines create the potential for insecure communications. The potential for data breaches is higher than ever, which means that corporations that allow or encourage insecure communications between board directors and others in preparing D&O questionnaires leave the company vulnerable to hackers.

New technology products help board directors solve many of the problems that inherently accompany manual processes. Boards need processes that enable them to have control, visibility and trust. They also need the assurance of high levels of security in communications. In addition to solving these problems, technology also takes away many of the minor frustrations for corporate secretaries, General Counsels and board administrators, like decreasing the number of emails they need to send and reducing the time they spend on communications.

Existing Board Processes Bring Problems to Light

Boards of directors have long struggled with time constraints. In today's marketplace, greater issues like timing for decision-making, communication policies, policies for document retention, records management and security have become major issues, in addition to finding time for board business.

Preparing and submitting D&O questionnaires is a necessary activity for all publicly listed corporations. It's a step that requires accuracy, timeliness and security. The fast pace of the marketplace demands that boards keep communications secure and follow document retention policies diligently. Using insecure communication channels makes these standards difficult to abide by.

New technological solutions exist that solve these problems and more. Governance software solutions, such as the Governance Cloud by Diligent Corporation, solve many of boards' existing problems while helping them operate more efficiently and with less cost.

Taking Some Much-Needed Assistance for D&O Questionnaires From Technology

Switching to a board portal is a good first step toward solving many of a board's basic problems, but additional technological solutions can streamline their duties and responsibilities and make things even easier. Fully integrated applications, such as internal messaging, board evaluations and D&O questionnaires, create a full-service governance platform that solves problems beyond the basics.

It's common for board directors to serve on multiple boards. As a result, board directors must follow whatever communication and documentation rules each corporation has, which may require them to use several different board portals. Some portals may be more secure than others.

Organizations already using Diligent Boards'Ѣ are positioned with an innovative and intuitive board governance management platform that functions perfectly with Diligent D&O software for the mandatory disclosure requirements. Board directors who serve on several boards will find that it's easy to fulfill their duties on all boards when all of them use Diligent's products, which are highly secure and carefully designed for their boards' needs.

Diligent's D&O software streamlines the D&O process for corporate secretaries, General Counsels and board administrators without any worry about duplicating questionnaires or reports or sacrificing security.

Tight Security for One Is Tight Security for All

Security issues put corporations at a huge risk. Best practices and good governance in today's marketplace demand moving away from board directors using personal emails to conduct board business and using secure emails in connection with secure board portals.

Security in communication practices is no longer just an issue for IT and security teams because personal texting and email platforms create a variety of vulnerability risks. Adequate security pertains to the whole board, managers and employees. Security needs to be fully incorporated into the company's culture.

The IBM Ponemon Institute Study proved that the average cost of a data breach was $3.62 million in 2017. Secure board portals with integrated solutions for messaging and D&O questionnaires alleviate concerns over the potential for data breaches because of the high security levels that protect data.

As part of their due diligence, board directors need assurance that the board portals, communication channels and applications for D&O questionnaires are as secure as their IT departments tell them they are.

Boards can be assured of strong security with Diligent Corporation's online D&O questionnaire process because it's backed by the same security features as Diligent Boards'Ѣ portals. Diligent uses the most secure technologies available, including:

  • World-class technology certificates
  • All information contained within a secure environment
  • Regular third-party vulnerability testing
  • Proven track record
  • SSAE 16/ISAE 3402 (SOC 1 Type 2) service organization annual audit of controls
  • Type 2 SOC 2 Security and Availability audit
  • HIPAA AT 101 audit
  • ISO 27001 certified since February 2014
  • Third-party vulnerability scanning and penetration testing
  • Diligent employee training in data security requirements

In essence, Diligent's D&O software programs give boards a higher degree of control and visibility. The D&O questionnaire program enhances issues pertaining to governance, accountability, communications and collaboration. In addition, the D&O software helps board directors comply with policies over records management and document retention.

Advanced Functionality for D&O Questionnaires Eliminates Vulnerabilities

Diligent Corporation thought beyond some of the usual board processes and worked to integrate all necessary processes into a comprehensive Enterprise Governance Management system called the Governance Cloud.

The application for the D&O questionnaires works on all computers and electronic devices so busy board directors can work on-the-go and still keep board business secure. The program prevents worries over breaches and vulnerabilities while eliminating personal email insecurities and other problems like unnecessary clutter.

Diligent's products work beyond the call of duty with such handy features as split-screen capability so board directors can communicate with their peers while reviewing board materials. Integration with Diligent Boards'Ѣ lets board directors collaborate easily by sharing documents, videos, photos, resolutions and more in real time.

In summary, Diligent's D&O questionnaire software program helps board directors complete their questionnaires with accuracy and in a timely manner, which is a demonstration of their commitment to good governance. The benefits of moving toward a fully integrated Enterprise Management system that includes solutions for D&O questionnaires and other board processes are here and can only improve with time and future technological advances.
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Nicholas J. Price
Nicholas J. Price is a former Manager at Diligent. He has worked extensively in the governance space, particularly on the key governance technologies that can support leadership with the visibility, data and operating capabilities for more effective decision-making.