Ten days in advance, the company will send, by mail, bulky documents that will be the basis for the meeting. With everything ready to be posted, they realize that there is more up-to-date information already available for some of the data. All that paperwork gets taken out of its binding to include the new information. The mailing is delayed. Board member A, who was away on vacation, doesn't get back in time to read the printed documents. Members B and C live too far away, receive the materials at the last minute, and fail to prepare adequately. Situations like this are more common than one can imagine at board meetings, and they show how stiff and outdated the decision-making process of Brazilian companies is, 21st century or not.

In order to change this scenario, a tool has started to gain ground in Brazil and promises to increase the working efficiency of boards of directors and of management within companies: the corporate governance portal. Companies that use it are still few — Bematech, Brasil Telecom, CPFL and Energias do Brasil are some of them —, but this seems a novelty with good potential for acceptance. The Brazilian Institute of Corporate Governance (IBGC) chose the portal as the theme for their sixth governance guide, officially released on November 13. The guide’s purpose is to provide practical guidance for implementation.

AGILITY — Visually, the tool is no different from an Internet portal — it should have an appealing layout, excellent user-friendliness and applications such as a search engine, forums and chat rooms. The difference is that access is restricted to members of the board of directors, supervisory committee and top executives. It contains every type of information that a professional would require: public documents (bylaws, minutes from meetings, regulations), confidential data (economic and financial information, new projects and investments, M&As), event schedules (board of directors, supervisory committee and general meetings), etc.

In the situation described in the first paragraph, instead of posting the documentation by mail, the company simply uploads it to the portal. A notification e-mail is sent to all board members who, login and password in hand, can access the material through any Internet-enabled computer. “If they’re traveling, they can view the documents from their laptops and read them ahead of time”, says Heloísa Bedicks, general secretary at the Brazilian Institute of Corporate Governance (IBGC).

Another advantage is the possibility of adding documents as they are finished. “In the past, if some department was late in turning in its data, we had to wait to post all the material. The operational gain has been fantastic”, says Wolnei Betiol, president of the board of directors at Bematech, which launched their portal in October. Ricardo Ferraz, Previ representative at Brasil Telecom’s board, emphasizes the savings in paper that using a portal will provide. “If every company where Previ invests adopted the portal, a lot of trees would be saved”, he jokes. This is also taken into account by companies in other parts of the world. Before adopting a governance portal in 2006, postal giant Canada Post, for example, used to distribute more than 200 thousand pages of board meeting documents every year.

ATTENTION TO SECURITY — All this practicality is worth little if the browser is not invader-proof. “Of the most important attributes of the portal is its security, for there are many confidential documents posted”, says Virgílio Aguiar, corporate governance manager at Brasil Telecom. The portal’s entire environment is encrypted – making things harder for hackers –, and all access is tracked. On screen, concern with the system’s inviolability is taken to the extreme. “Before implementation, the supervisory committee suggested a portal violation test, to dissipate any kind of doubt. Several IT specialists tried to hack into the site, without success”, says Aguiar. All of the documents posted on the portal are available to be downloaded and printed. In the case of confidential paperwork, a second password can be required, which is sent to the appropriate person specifically for that situation. If the material is printed, a watermark makes it possible to identify its owner.

Certain documents can be accessed only by board members and top directors. All of the portal’s contents are segmented, so as to establish access control according to a professional hierarchy. In the case of CPFL Energia, a finance professional can enter the portal to insert or exclude information about his area of expertise, but cannot view, download or print certain papers.

Gisélia Silva, the board of directors’ advisory manager at CPFL Energia, stresses that information is selective even among board members. “A CPFL Energia board member can access information from all companies in the group, but it doesn’t make sense for a board member at CPFL Paulista, a subsidiary, to have the same permission”, she says. CPFL makes good use of the visual resources that the portal provides. They keep an updated archive of photos of all their work, so that board members can follow up on their progress. “This resource already enabled us to save time at meetings, because the members arrive and are already aware of how work is progressing. No more endless slide shows”, says Silva.

LATIN AMERICA IN THE CROSS WIRE — In the United States, this resource is called a board portal and took its first steps at the start of the millennium. Adhesion grew from 2006, and it’s estimated that one in five companies in the country— Boeing, Hyatt, Ford and International Paper are some of them— will be using the portal, according to data by the Society of Corporate Secretaries and Governance Professionals.

Demand for this resource spurred the arrival of IT companies focusing specifically on developing these portals. California-based BoardVantage started operation in 2003 and provides development, hosting and support services for these virtual environments. For the service, an annual fee is charged — starting at US$ 25,000. With upward of 200 clients in the U.S., Canada and the Caribbean, the company is eager with to take advantage of the market expansion opportunity that it sees in the rest of the world. For Joe Ruck, BoardVantage CEO, there is an almost irreversible trend toward a growing use of governance portals. “In the short term, higher growth should be seen in Europe and Latin America, where board structures and similar to those here”, he says.

In Brazil, the cost of implementing a governance portal varies according to the its complexity and manner of implementation. In the case of Brasil Telecom, approximately R$ 230,000 was spent to develop the initial version. This sum is due to outsourcing of the software development services and to the sophistication of the implemented system.

If a company chooses to create the portal in house and uses a more modest application set, the costs go down considerably. To develop their portal, Energias do Brasil spent about R$ 17,000. The portal is undergoing final testing. “We intend to start using it before the end of the year, making it available to the directors and, at the start of 2009, opening it up to board members”, says Antonio Pita de Abreu, chairman of the board. Bematech’s portal, also developed by the company’s own IT team, cost R$ 20,000.

Bedicks stresses that the portal’s range of applications encompasses a broad spectrum of possibilities. The variables are the company’s structure and budget. “Even with few resources, it’s possible to create a good portal for cheap. A small company does not need a portal with that many features", she says.