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.'
