A Portal to Fast-Paced Growth: eBay

Sheryl Nance-Nash finds out how the Directors Desk board portal has transformed board practices at online retail giant eBay.

            As eBay morphed from its beginnings in 1995 as primarily a place to buy and sell almost anything into a global behemoth and owner of online brands like PayPal and StubHub, the company's board realized the firm had to upgrade its record-keeping to match its 21st century growth. This year, eBay garnered revenues of $3.9 billion in the second quarter, up 14% compare to the same period in 2012.

            What the retail titan's board needed was a technological solution that would help it keep pace with the increasing demands of the growing company - and there was little argument among directors that the Directors Desk board portal was the right choice.

            "We had been using an organically grown board portal," recalls Tracey Cappellazzo Mastropoalo, legal program manager for the board of directors affairs and office of ethics and compliance at eBay. "We created a little website and posted all our documents there. It was always breaking down, and it was clunky and hard to update."

            Furthermore, she says, their board materials were getting more sophisticated and included videos, WAV and MP3 files and commercials. Uploading these large documents to the website was challenging. The company's calendering system wasn't easy to use - you couldn't just go online and pull it up - so when the board began having more meetings, updating the calendar became an issue. The directors also started drowning in paper. "Directors had to carry around five-inch binders of  paperwork,' says Mastropoalo. "we wanted to get away from creating hard copies of documents."

            Prior to adopting their board portal, Mastropoalo says she and her team would often work until 3 AM printing board books before meetings. That carried a heavy price tag - not just financially, but in terms of physical wear and tear on staff. Soon they had had enough, so Mastropoalo teamed up with the IT department to begin researching a better way to do things.

            "I told IT what we needed,"says Mastropoalo, and together they went to work. They visited about 30 board portal vendor websites to learn what was available, and invited several companies out for demonstration meetings. Mastropoalo quickly weeded out the unsuitable contenders, "Some had good concepts, but they just weren't right for us," she says. "They may have been better suited for banks or healthcare companies."

           MAXIMUM SECURITY: In the end, Directors Desk made the final cut, in part because Mastropoalo believed it was a stellar option in terms of security. `With our high-profile board, security was a big concern,' she explains. 'I have people's addresses and emails, and we don't want those hacked into.' Since eBay's board includes names like Intuit's Scott Cook, William Ford, Richard Schlosberg and Marc Andersen, maintaining their privacy and the confidential information they handle each day was a critical concern.

           Directors Desk has dual authentication - users must enter a password, and there is a scramble keypad. It was a plus for Mastropoalo that the portal is owned by a reputable company like NASDAQ, and she also notes that it is intuitive and user-friendly.

           Mastropoalo got buy-in from eBay's general counsel, and when she told board members they would be transitioning to a new board portal, there was no resistance. 'Our board had become increasingly tech-savvy,' she says. From the early days of researching vendors until implementation, the process took about six months.

           After the final decision to implement the system was made, Mastropoalo met with Directors Desk's design and product teams. They worked to meet eBay's needs, like customizing the archiving system so that eBay could access data from its old website. Directors Desk staff held 30- minute training sessions over the phone with each of the directors and their assistants. Mastropoalo facilitated training for executive staff, directors' attorneys and finance teams, eBay's consultants and their administrative staff. Directors Desk made staff available by phone during the training period to answer questions if needed_; they were also there to make adjustments once things were up and running.

           Mastropoalo says the process of transitioning to the board portal was pretty painless. Perhaps the biggest frustration has been for directors who need access to information quickly, but then forget their passwords. Mastropoalo sends them a new password, keeping the IT department out of day-to-day involvement with the board portal. If there is a more significant issue, such as trouble uploading a particularly large file, board members can call on Directors Desk staff for solutions.

           A TRUE PARTNERSHIP: There's plenty to like about Directors Desk, Mastropoalo says. One popular benefit of the portal is the digital signature feature. "Our CEO can log on and do consents anywhere, anytime," Mastropoalo explains. "We don't have to run around trying to get a signature. The SEC has accepted this, and the signature has the date and time."

           If directors can't attend a board meeting, they can get on their iPad, smartphone or computer and participate that way. There is flexibility such that if some directors should not have access to information, because there may be conflicts of interest or a breach of confidentiality, their permission to access those documents can be removed. All devices that interface with the portal have to be registered so the system knows who is online at all times."I put my on-boarding materials in, and the system will automatically update the information. We have information at our fingertips."

           Throughout, Directors Desk has been more a partner than a vendor, Mastropoalo says. 'If you call at midnight, the staff are there, bending over backward to help you,' she points out. 'For the entire time, they have been really involved. We get white-glove service.'

           Mastropoalo meets formally with Directors Desk staff a couple of times a year to go over the portal design and other matters. `I create a wish list,' she explains. `I want operational excellence. For example, I don't want the user to have to

do a lot of clicking.'

           Overall, Mastropoalo says the board has shared in the fruits of her labor, and the transition to the board portal has made the lives of eBay's directors easier. Think partner, not vendor. 'You want a company that is going to be your partner,' Mastropoalo adds. 'You want someone who is going to make sure your needs are met. Customer service is everything.'

Directors Desk: Managing Multiple Boards

Corporate Secretaries can often end up managing five, ten or twenty boards that are either related in some way to, or belong to affiliates. It can be time-consuming and difficult to disseminate information to these diverse boards around the world on a timely basis. As boards continue to become geographically dispersed, and as the fiduciary responsibilities of Corporate Secretaries and Directors increase, ensuring you have a board portal solution (like Directors Desk) with ‘Enterprise Management’ is crucial. Enterprise Management comes into play for “joint” meetings across affiliates allowing the portal Administrator the ability to centralize all distributions and communications to multiple affiliate boards.

It is common for organizations to create committees comprised of members of the parent board as well as one or members representing each subsidiary board. For instance, one may have a parent-level board and nine subsidiary boards and a Compensation Committee made up of members from across ten accounts. All boards require information in a timely manner, and all need to be notified as new documents are created.

Without a board portal that has enterprise management, the issue of duplication of effort exists when distributing materials.  A board portal without enterprise management requires the Corporate Secretary to create multiple copies of the materials, one set for each “company account” that exists in the portal. This means logging into ten separate accounts, creating ten copies of the agenda, uploading the documents ten times, and making ten separate announcements. Should there be any last-minute changes, this means repeating the aforementioned process, eliminating the efficiency a board portal solution should provide. When enterprise management is provided, the Corporate Secretary is freed from having to duplicate efforts.  He or she only needs to create one copy of materials and distribute it across all of the company boards in one click!

Lastly, enterprise management for document and report distribution allows you to post all of your documents to a new location within the parent board account, where you can then flag documents so they appear in the subsidiary accounts as well. All users – across all of your boards – can be notified instantly with one click of an “announce” button. Enterprise management ensures improved board communications and effectiveness while relieving corporate executives of the paperwork and time involved in keeping boards informed.

To learn more about NASDAQ OMX Directors Desk’s Enterprise/Subsidiary Management System patent-pending technology, contact us today.

Directors Desk eBay Case Study

ABOUT EBAY INC.

With more than 100 million active users globally eBay is one of the world’s largest online marketplaces, where anyone can buy and sell practically anything. Founded in 1995, eBay connects a diverse and passionate community of individual buyers and sellers, as well as small businesses. Their collective impact on ecommerce is staggering; in 2011, the total value of goods sold on eBay was $68.6 billion — more than $2,100 per second. PayPal is the faster, safer way to pay and get paid online, via mobile devices and in store. The service allows people to send money without sharing financial information, with the flexibility to pay using their account balances, bank accounts, credit cards or promotional financing. With more than 117 million active accounts in 190 markets and 25 currencies around the world, PayPal enables global commerce. PayPal is an eBay (NASDAQ:EBAY) company. PayPal is headquartered in San Jose, Calif. and its international headquarters is located in Singapore. More information about the company can be found at www.paypal.com.

Acquired by eBay Inc. in 2011, GSI is a leading provider of ecommerce and interactive marketing services for the world’s premier brands and retailers. GSI offers a broad solutions suite designed to power each aspect of a merchant’s online business and effectively integrate with their other channels. GSI’s advanced technology, fulfillment, customer care and interactive marketing services enable its clients to elevate the consumer experience and cost-effectively sustain it over time.

DIRECTORS DESK SITUATION ANALYSIS

Tracey Cappellazzo Mastropoalo, Board of Directors Coordinator at eBay, manages a global board and hosts multiple meetings per month. After a few years of using an internal board portal for meetings, she found herself growing frustrated over the amount of time it took to execute tasks. Aside from the fact that she was using an outdated system, it required extensive human labor to operate and was costly with thousands being spent on board book assembly expenses. Additionally, constant email exchange of large files would often cause computers to crash which meant downtime while waiting for new computers to arrive and be set up. There was also the need to have IT present at all times since the system was not intuitive and required administrative rights to manage. In an environment where changes are frequent, timing is unpredictable and key stakeholders have little to no bandwidth, labor intensive processes are simply not an option.

Overwhelmed, Mastropoalo knew that there had to be an efficient, centralized, and secure board portal out there.

CHALLENGE

Working in a board of directors’ environment, one must be prepared to manage multiple tasks in a timely manner, while ensuring ultimate security to all involved. Managing sensitive information such as company financials, product information, and personal details of board members, one must guarantee that whatever platform is used is capable of meeting each need and requirement.

The existing portal being used was secure in that it was internally hosted but what was often overlooked was the fact that printed materials are susceptible to being picked up by anyone which poses a high risk for confidential, internal information to be comprised. Private and sensitive documents were emailed via unsecured hosted channels, causing another high risk for information theft.

In addition to security, cost was another high level concern. With last minute changes being made to documents, board books would need to be reprinted and bound, leaving the existing ones to be properly discarded. Not only was time and cost an issue on eBay’s part, but it was also an issue for the directors and their assistants as well, as the assistants frequently and regularly printed out and bound the board materials. For those residing in different time zones, timing was a challenge as well since some of the offices would have to work late into the evenings which contributed to additional costs for labor, printing and supplies to ensure their directors received the most current version of the materials for the meetings.

Knowing that her demands were only growing and that time was of essence, Mastropoalo liaised with her IT department to find a new solution.

THE SOLUTION

As part of an extensive due diligence process, Mastropoalo came across NASDAQ OMX Directors Desk online. Knowing that NASDAQ OMX is the world’s largest exchange company, Mastropoalo says she felt “safe” choosing Directors Desk. From her point of view, competitors did not have the technological capability and high level of security that NASDAQ OMX offered.

Additionally, Directors Desk interface was intuitive and adaptable. It had a similar look and feel to the Windows based applications used on a daily basis and would be easy to introduce to board members. It also had an iPad application that would allow board members to participate in meetings wherever and whenever. The iPad application provided streamlined document flow and real time communications, easily allowing board members to stay updated on time sensitive information as well as being able to make notations to materials while reviewing them on their iPad to be later discussed during the meetings.

“WHITE-GLOVE” CUSTOMER SERVICE

We view each customer relationship as a partnership. From the start, Mastropoalo was able to form a strong relationship with the product owner, Kevin Asuncion, and customer service representatives. Together they worked on understanding the needs and requirements to facilitate Mastropoalo’s workload. The implementation process is a tailored and highly customized approach to deploying the Directors Desk solution to the Company and their Board. It can be best summarized in three phases.

PHASE I: Project Planning and System Setup – During this phase, a kick-off call is conducted between the company’s administrators and our Implementation Manager. On this call we discuss the timing of the implementation and gather information in order to create the account.

PHASE II: Administrative Training, Pre-Launch and Content Creation – Once the account has been branded and setup to the company’s specifications, we conduct Administrator training and provide them with in-depth working knowledge of the system.

PHASE III: Board Presentation and Director Training – Director Training is typically done via group web or phone sessions with both Directors and Key Executives. We also offer a Board Presentation if needed to introduce the Board to their portal.

With our highly skilled support teams, we promise to deliver a high quality of service and support to all of our users. Representatives such as Edna Leach and Matt Kenney, engage with customers’ needs whenever they arise.

Ultimate customer service is a key element and driving force in our business model. Our engagement with customers goes far beyond the implementation stage. We aim to be with our customers each step of the way, making their journey ours as well. From Implementation to Support to Product Development, all of these teams work seamlessly to deliver best-in-class Service to all of our clients world-wide.

BULK UPLOAD AND DELETE

Unlike other portals that are used solely for board meetings and often lack a high level of security, Directors Desk allows users to use the portal as a content repository. Users are able to take all historical data and save it for future review in a safe environment. No longer does one have to worry that sensitive documents might be viewed or lost because everything is saved in a cloud environment via Directors Desk. Various users have asked Mastropoalo to make their confidential materials available and secure on Directors Desk, making it easy to locate historical data for future use versus saving paper documents in a filing cabinet.

With the bulk and upload functionality, users are able to create an effective and secure content repository by the click of a button.

THE OUTCOME

Mastropoalo and her team are now able to manage board meetings knowing all documents are stored in a secure environment and meetings can take place remotely, saving time, money and resources. Now board members can log into meetings anywhere in the world, via the Directors Desk iPad app and participate seamlessly. Mastropoalo can check her iPad at any point in time and determine exactly where the meeting is according to the agenda while also relieving the amount of time and paperwork usually involved in managing a board. Documents can be signed from wherever in the world via the digital signature feature. Lastly, Mastropoalo and her team can now have secure and streamlined board meetings, wherever and whenever.

DIRECTORS DESK ASPIRUS CASE STUDY

Aspirus is a non-profit, community-directed health system based in Wausau, Wisconsin. With more than 6,000 employees, Aspirus serves people in Wisconsin and Upper Michigan through an extensive hospital and clinic network, home health & hospice care, pharmacies, critical care, medical goods, nursing homes, a philanthropic & research foundation, and an affiliated physician network.

DIRECTORS DESK SITUATIONAL ANALYSIS
Aspirus, Inc. has experienced significant growth over the past decade, which resulted in the addition of numerous subsidiary boards of directors and supporting committees. The volume of board and committee packets, as well as overall communication with the various boards and committees, became overwhelming to manage. Additionally, the increased pace of business necessitated a quicker and more reliable mode of communication than the standard paper and postal service, and an option more secure than email.

CHALLENGE
Sheila Rovang, Assistant to the CEO and Administrative Team Leader at Aspirus, Inc., is responsible for coordinating the activities of the Aspirus, Inc. board of directors, as well as providing oversight for the various subsidiary corporations’ boards and committees. Sheila stated, “Prior to Directors Desk, our board packet process was very manual and time consuming.” Aside from the costs involved in creating and shipping board and committee books, which often exceeded 200 pages, the time Sheila and the other executive assistants previously spent preparing materials was becoming more and more exhaustive. The actual assembly of the board books required a full day and multiple staff, to copy, insert index tabs, bind and ship. Books then had to be disassembled and destroyed following each meeting.

The biggest issue with paper books was the inability to make last-minute additions, corrections, and deletions to the packets. Sheila stated “What we ship out on one day could easily be outdated by the next. The paper process simply can’t keep up in today’s fast-changing health care business world.”

Aspirus needed to find a solution that would streamline processes, reduce costs, and provide secure accessibility to its directors, administrators, and staff.


THE SOLUTION
While attending a conference in 2008, Sheila discovered Directors Desk. She was most impressed by its ease of use, ability to work on mobile devices, high level of security, and cost effectiveness. After a thorough internal review and evaluating competing solutions, she easily obtained approval from her senior executive team and board of directors.

“Directors Desk has revolutionized how we communicate with our boards and committees,” stated Sheila. “My board members really like the flexibility Directors Desk offers them. They can decide exactly how and when they want to utilize it. If they prefer paper packets, they can easily print their packet with one click. From my perspective, I really appreciate the control Directors Desk gives me over establishing levels of access for my board members, as well as our administrative staff. ”

One of Sheila’s favorite features, the survey tool, allows her to easily generate electronic questionnaires and see the results immediately.

Survey reports automatically compile all the data, providing statistical information and graphical representations with the click of a button. She has also found the attendance tracking feature extremely helpful, not only for tracking meeting attendance, but also for documenting the number of times community board members are on site for Joint Commission requirements.

Based on Sheila’s positive experiences with Directors Desk, other groups at Aspirus have now implemented Directors Desk as well and are realizing benefits of the system as time goes by. The medical staff at Aspirus has even begun using Directors Desk for their medical executive committee meetings, as well as their bylaws/credentials committee.

“Of all the technological programs we’ve implemented over the past several years, I believe Directors Desk has had the most significant positive impact on my job,” says Sheila in regards to how using a board portal has transformed the way she and her colleagues manage board meetings.

Sheila initially chose Directors Desk to increase productivity and efficiency but has also received peace of mind that everyone on her board can receive everything they need, when they need it, regardless of where they are. These are just some of the reasons that Directors Desk is the preferred board portal of many of the nation’s premier healthcare organizations.

Directors Desk Alliance Trust Case Study

Alliance Trust is an investment and savings business with a 125 year history of building investor wealth. They are the UK’s largest generalist investment trust by market value listed on the London Stock Exchange. As at 31 December 2012 they had net assets of nearly £2.5bn. They offer investors, clients and customers a unique portfolio of products and services which have all been designed with a particular need in mind. From a renowned investment trust to an innovative range of investment strategies and funds and a multi-award winning investment platform where investors can host their ISA, SIPP or investment account.

DIRECTORS DESK SITUATIONAL ANALYSIS

Alliance Trust was evolving into a diverse and geographically dispersed board which brought with it issues relating to the distribution of Board materials in the traditional paper format. In addition to the difficulties of distribution the manual assembly of board packs was taking an increasing amount of time and subsequent mailing or courier delivery was expensive and could not be guaranteed. Alliance Trust knew that there had to be a solution out there where they could manage proper due-diligence as well as relieve corporate executives of the paperwork and time involved in keeping their boards informed.

CHALLENGE

Ian Anderson, Assistant Company Secretary and his colleague Karen Lowe, Executive Assistant to Company Secretary, were challenged with reviewing arrangements to find an effective solution to the challenges of providing management information in an efficient, cost effective and secure manner. Having to manage the board book assembly manually, meant late nights at the office putting together all of the materials, having to make last minute edits should content change, high costs related to buying materials and shipping books to members, and lastly the security risk should documents be lost or emailed and by mistake placed in the wrong person’s hands were all elements to be considered.

 

THE SOLUTION

A review online for a board portal solution was undertaken and Directors Desk was one of a number of potential providers identified as possibly being able to provide a solution. One of the factors influencing the decision to go with Directors Desk was the flexibility that it offered and the level of functionality provided. It was also important that it could be accessed at anytime and anywhere in the world, particularly via its iPad application. “The iPad app we saw as important as our board members are often traveling and we knew this would allow them easy and quick access to information”. The web portal and iPad application were seen as intuitive and easy to use which allowed the transition from paper to online to be made relatively easily. Directors Desk would provide an increase in efficiency when making last minute changes to board book materials, the amount of time it took to assemble the books, and the lead time required to distribute board information.

Although there were other contenders, Directors Desk became the preferred choice because of the product offering and the receptive approach from its customer service team. The customer support team was there to present to the Board of Alliance Trust and manage the implementation, provide initial training, and for assistance required when hosting their first board meeting. “The customer support team provided us with high quality service from the start”, says Anderson.
Since implementing Directors Desk, productivity has improved as board book assembly went from 25-30 hours to 2-3 hours a week, freeing up time to work on other tasks that would often take less precedence. “Since implementing Directors Desk, I now have time to work on other initiatives”, says Lowe. Security was increased because there would no longer be a need to email large and private files or the risk of losing a board book sent by mail. Through Directors Desk, Alliance Trusts’ board members could rest assured that confidential information was safely exchanged in a timely manner.

About Directors Desk

Directors Desk is a Complete Solution for Board Effectiveness

Directors Desk offers a comprehensive solution designed to improve board communications and effectiveness while relieving corporate executives of the paperwork and time involved in keeping boards informed. For maximum flexibility, our products are available as either a hosted solution or a software license. In addition, we offer customized tools to meet the unique needs of each client and each director. Completely secure and very easy to use, our solutions are appropriate for board members with varying levels of IT sophistication.

Product Features of Directors Desk

Calendar & Event Management
Collaboration Tools
Contact Management
Dashboard
Discussion Boards
Document Management
Mobile Applications: Directors Desk HD iPad app and Directors Desk Windows 8 Edition app
Online Discussions
Secure Email
Voting & Surveys
Web Conferencing

Directors Desk Advantages for Board Members

·         Enhanced information availability

·         Secure online delivery

·         Sharper strategic focus

·         Improved collaboration

·         Instant access anywhere

·         Peace of mind

·         Access anywhere and at any time with mobile apps

Directors Desk Advantages for Board Secretaries

·         Increased productivity

·         Enhanced collaboration

·         Centralized communications

·         Peace of mind

The Bottom Line in Board Effectiveness: Governance, Transparency, Security & Communications

Key governance features of Directors Desks include:

·         Reminders

·         Record Retention

·         Approvals

·         Monitoring

·         Built-In Compliance

·         Resources

Key transparency features of Directors Desks include:

·         Visibility

·         Accountability

·         Record-Keeping

Key security features configurations of Directors Desks include:

·         Protection from unauthorized access

·         Encryption

·         Reliability

Key communications features of Directors Desk include:

·         Multi-mode Distribution

·         Automated Reminders

·         Secure Messages

·         Online Meetings 

For more information about Directors Desk, visit www.directorsdesk.com

Directors Desk for Windows 8 Edition

Directors Desk for Windows 8 Edition is designed to give on-the-go Directors the convenience of having everything they need at their fingertips anytime, 
anywhere. Directors Desk Windows 8 Edition streamlines the sharing of mission-critical information, giving Directors the confidence that their documents are secure and 
compliant. With true multitasking capabilities and an “everything at once” experience on their mobile tablet, Directors can run board meetings more productively, from reviewing and 
annotating board documents to casting votes on topical issues.

THE DIRECTORS DESK FOR WINDOWS 8 EXPERIENCE

CONVENIENT AND TIME-SAVING FUNCTIONALITY

+ Personalized dashboard shows upcoming meetings and board-level action items.

+ Robust board and committee calendaring, with Windows 8 semantic zoom.

+ At-a-glance Meeting Details page

+ In-app notifications informing directors, in real-time, as new information becomes available.

+ Contact and Attendee lists with photos.

+ Instantly accessible meeting books

and exhibit books, which automatically download for upcoming meetings.

+ Full Note-taking and Annotations tools to make personal notes and markups on any page of the meeting 
packet.

Directors Desk Main Screen

Directors Desk Notes and Annotations Screen

Directors Desk Votes Screen

SECURITY AND EASE OF USE

+ Extreme security is built into the app from the ground up, including device registration, the 
ability to remotely wipe data on lost or stolen devices, and encryption of data stored on the device.

+ Windows 8 live tile functionality provides instant, at-a-glance access to the most pressing action 
items even before logging into the app.

INSTANT ACCESS TO DOCUMENTS AND FUNCTIONALITY WITHOUT WIFI 
CONNECTION

+ Documents Briefcase functionality allows directors to store any documents for offline viewing 
while on the plane or other location without Internet access.

+ Voting system allows traveling directors to approve Consents and cast Votes while on-the-go.