whether they are minutes of meetings, particulars on board or
committees and their members, or basic corporate information
such as articles, by-laws and copies of material agreements.
Most issuers are hesitant to provide such confidential information
through e-mail due to its unsecure nature. The inefficiencies of
dealing with multiple requests for similar information also tax any
management team and their governance system, especially for
EMDs are required by securities regulation to conduct KPY
and product due diligence in connection with any offering for which
they are engaged. Canadian securities regulators expect to see
a robust due diligence process including reports and information
obtained, reviewed, analyzed and stored by EMDs for any offering.
The challenges are compounded when multiple EMDs are involved
in an offering and have to independently do their own due diligence
on the same issuer. EMDs cannot simply reply on another EMD,
or an issuer-paid report, to satisfy their due diligence obligations.
However, without an issuer-focused automated solution, KYP and
due diligence becomes a very expensive and time-consuming
process to manage for issuers and EMDs.
The BoardSuite Solution
BoardSuite provides issuers with an automated on-line
solution that helps issuers and their management, officers and
directors, as well as any EMDs who are involved in an issuer’s
offering. Using BoardSuite, an issuer posts all its corporate
records and information in a secure environment through a
structured methodology that is globally understood. This permits
an issuer’s management and directors, as well as EMDs, to
securely view and download this information at any time.
It is crucial that the exempt market embraces good corporate
governance practices and mitigates personal risk for directors,
officers, EMDs and all stakeholders. With all the complex
challenges that management of an issuer and an EMD face in
response to ever-changing regulations, compliance and reporting
demands, it is difficult to keep up with good corporate governance
practices. This is why an on-line portal is a vital part of making the
lives of directors, officers and EMDs a little bit easier.
What is a Board Portal?
An on-line board portal is essentially a collaborative software
application or platform that allows directors and all stakeholders
(e.g., directors, officers, lawyers, accountants, bankers, investor
relations, corporate secretary, shareholders, EMDs, analyst and
others) in their organization to access the corporate information
documents in a secure manner.
The board portal is a secure hub where information is
uploaded, downloaded, discussed and reviewed. It is the best
place to store the minute book and all other important records for
any organization. See the diagram - BoardSuite Ecosystem.
The Minute Book
It is impossible to talk about the importance of an
on-line board portal without first describing a minute book
and how keeping it updated is key to any organization.
A minute book is used to store all the corporate documents of
an organization. These documents can include by-laws, articles
of incorporation, stock certificates, shareholder agreements and