Corporate Secretaries and Technology by Tim McTaggart, with co-author credit to Angela Wilson
On September 1, 2020, Angela Angelovska-Wilson from DLx Law, and Tim McTaggart presented a training session on Corporate Secretaries and Technology.
Topics Covered:
Initial Documentation/Traditional Role of the Corporate Secretary;
Ongoing Data Use Protocols;
Special Data Protocols;
Issues Arising from the Covid-19 Pandemic; and
Special Factors affecting the Corporate Secretary and the client audience involved with the training session.
Themes from the presentation:
+the expanded role of the Corporate Secretary to have an in-depth understanding of the corporate governance process on an enterprise wide basis;
+the costs/benefits of using technology by the Corporate Secretary to fulfill traditional roles;
+legal/compliance issues with using board portal software;
+the challenges of covid and otherwise when triage/patch solutions may be pursued but such use may be a deviation from best practices and, in fact, lead to embedding additional risk into the corporate governance function or into the Corporate Secretary function.
Other Comments:
We also identified scenarios of poor practices related to when it is impossible to access corporate records due to security protocols that are only known to one person who may be unavailable or incapacitated.
All unique codes, restrictions, passwords and similar limitations need to be known and knowable to IT personnel or other appropriate staff so that there can be immediate/reasonable access to the records and related information during an emergency.
This is especially important when there is a portfolio company which is being held/supervised by a private equity investor or similar group. It is equally important when there is a joint venture arrangement so that both parties are capable of functioning with appropriate IT protections. Given our financial services/fintech experience, our comments during our training session focused principally on the regulated bank, insurance and related areas but is equally applicable to general corporate operations.
Final thoughts:
Also covered: the applicability of tech transfers in the event of a corporate or bank failure, or other m&a scenario. This is especially important with respect to AI, machine learning, alternative data and related technologies that go beyond products provided by third party vendors to support a software/governance protocol. This is all against the backdrop of business continuity planning.
Conclusion:
Please reach out to me if you would like to discuss these topics. Or, let me know if you are interested in learning more about a detailed interaction with our training session approach.
Tim McTaggart