A recent Huddle discussion regarding a request from a company's directors and executives to re-activate the "Print" feature on their board portal prompted this post from the Veaco Group's and Society member Kris Veaco:
There was a discussion recently in the Society for Corporate Governance Huddle about whether to allow board members to print board materials from the board portal. I responded gently (I thought) that board members and executives should be allowed to print board and committee materials if that made doing their work easier. In one response the company prevented board members from printing board materials and even if requested, would likely not change their policy.
It occurs to me that because there is a feature in the board portal to turn the print function off, some might believe that is an acceptable or appropriate step to take in connection with board materials so that directors can only read board materials through the board portal.
Below is an excerpt from a portfolio my colleague Cherie Sorokin and I drafted on the Role of the Corporate Secretary.
“Responsibilities of the Secretary
Much of what a corporate secretary does is designed to facilitate the board’s and the individual board members’ efforts to meet their fiduciary obligations as well as other legal and regulatory requirements. Making sure that directors have access to needed information and that meetings and meeting arrangements run effectively and smoothly are major aspects of this role….”[1]
Preventing board members from printing materials they are supposed to read, understand and be able to make decisions about could be viewed as preventing or hindering them from meeting their fiduciary duties.
I’ve always been of the view that it is important to respect how board members learn and work. When in-house it was our responsibility to educate and remind our board members about the need to securely destroy any materials and notes or to bring them to the meeting so that we could. At one point I had a board member who was dyslexic and wanted certain materials on paper and another who marked up her paper copy of some materials as part of her learning style. They would have been hindered in their ability to be effective board members had they not been able to print out certain board materials, and I suspect insulted or worse if we told them they could not print out board materials. Both of these individuals have been board chairs and board members on various boards for some time and they know how to treat sensitive materials. Our role was to help them both access and then dispose of those materials.
[1] Excerpt from Kristina Veaco and Cheryl Sorokin, The Role of the Corporate Secretary: Facilitating Corporate Governance and the Work of Corporate Boards, III.C. Support to the Board of Directors, 96 Corporate Practice Series (BNA)
I agree with Kris entirely. In my 20 years of in-house legal and corporate secretarial experience, directors and management frequently expressed board materials delivery preferences based on - among other important things - how they best process information. Our job as corporate secretaries is to facilitate optimal board effectiveness, which I believe includes deferring to directors' judgment as to whether board materials should be accessible to them electronically, in paper or in some other form.
Being among the many (or at least some) who print numerous of the materials I see online to ensure that I will process/integrate them fully, I would assume I would be perhaps impeding a director's or executive's effectiveness by requiring them to read/review materials only in electronic form. This view is merely bolstered by an expected and unsolicited comment from a seasoned board chair on a panel at last week's Society's Western Regional Conference to the effect that - among his pet peeves about board materials - is when the company disables the board portal "Print" functionality, as he likes to be able to print from the portal and read certain materials in hard copy form.
As such, I would urge companies that take the approach of disabling the "Print" function to reconsider their positions, and instead focus on other tools to mitigate the risks or other perceived downsides associated with paper materials.
Kris may be contacted at kveaco@veacogroup.com