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1.Knowledge Management Perspective of Boards

2.Methodology

3.Board KA and Potential Solutions

4.Board Portals

Knowledge Management Perspective of Boards

1) Lindblom and Tikkanen (2010) consider KM as ‘‘a conscious strategy of getting the right knowledge to the right people at the right time and helping people share and put information into action in ways that will improve organizational competitiveness’’. The goal is to ensure that people can make the very best decisions as business problems arise (Guptill, 2005; Perrott, 2007). Although past studies have mostly looked at the “information” provided to board members, it is clear that a “knowledge” perspective is necessary to fully address their capacity to understand the complexities of the decision environment. García-Álvarez (2015) suggested that the examination of the following four processes are essential to identify and potentially solve knowledge related problems: socialization, externalization, internalization and combination.

Socialization: Through this process, tacit knowledge is passed on to form part of other tacit knowledge. In other words, it is based on the understanding and assimilation of tacit knowledge, derived from the interaction among people, mainly through social exchange. In the context of corporate boards, it is the process through which board members acquire new knowledge about the company through direct exchange with experts, employees or other board members.

Externalization: This process relates to the transformation from tacit to explicit knowledge. Therefore, the objective is to make tacit knowledge explicit by means of any type of medium that would allow other people to acquire it, such as language or other formal representations. For corporate boards, this could entail encoding specific company knowledge in order to be frequently and easily accessed by board members when they need it.

Internalization: This refers to a process where explicit knowledge becomes tacit. In this case, new knowledge from external sources is integrated to become one’s own knowledge. In other words, the process permits acquiring new knowledge and learning from available information. For example, when board members consult company information that is presented in a way that is easy to understand, it will enrich their perspective and subsequently improve the quality of their decisions.

Combination: This last process refers to moving from one type of explicit knowledge to another. It is based on the exchange, association and structuring of explicit knowledge from different sources, facilitating the creation of new knowledge. For example, when explicit knowledge of a company is combined and processed to extract information, its value to board members is enhanced. These four processes form the basis for knowledge management strategies that can impact board knowledge and its ability to efficiently assume its role. It also identifies avenues that should be explored to provide relevant knowledge and ICT solutions. The identification of KM strategies to optimize board knowledge requires a good understanding of their specific needs which can be done through a knowledge audit. 

Methodology

2) Our analysis is consistent with a design science research (DSR) methodology that aims to create better solutions in the form of more efficient and effective products, processes, services, technologies, or ideas. This type of research contends with a known application context for which useful solution artifacts either do not exist or are clearly suboptimal and draw from a deep understanding of the problem environment to build innovative artifacts as solutions to important problems (Gregor & Hevner, 2013). As suggested by Peffers et al. (2007), DSR aims to search for: “the existence of an artifact that has not yet been formally thought through as a solution for the explicit problem domain in which it will be used. Such an artifact might come from another research domain, it might have already been used to solve a different problem, or it might have appeared as an analogical idea”.

A DSR approaches require a clear definition of the problem and the identification of specific objectives. A knowledge audit is considered as a valuable methodology to analyze situational requirements (Burnett et al., 2004; Levy et al., 2010; Roy et al. 2016) and to identify and address gaps and inefficiencies in KM (Friedman, 2002; Malerba, 2006; Radnor and Noke, 2006; Wang and Xiao, 2009). Many different techniques have been proposed (Burnett et al, 2004, Liebowitz et al, 2000, Perez-Soltero et al., 2007, Roy at al., 2014). Most of these techniques have common goals, i.e. they aim to both identify and link knowledge uses, gaps, flows, carriers, sources to core processes and objectives. Accordingly, KA often starts with the identification of objectives and core processes, followed by the identification of knowledge needs. After performing the KA analysis, and as prescribed by the DSR approach, it is possible to generate a set of problem solutions and knowledge strategies. We used a literature review to examine the existence of knowledge strategies and ICT solutions that could potentially be borrowed to address the problems identified in the previous steps. Our literature review was guided by our main research questions:

What are board’s main knowledge needs and problems, and how can knowledge strategies and supporting ICT improve boards of directors’ decisionmaking process? Because these questions are broad and cover different literatures, such as governance, knowledge management, information technology, decision-making, our literature review process was twofold: First, we focused our review on the analysis of the board’s contextual requirements and knowledge gaps. A great deal of thought must be given to the actual keywords used for the database search. For this first part of the review, we used the following search terms: board of directors and (knowledge management or information management or group decision-making or board efficiency or board behavior). We considered both conceptual and empirical articles in scholarly journals using ProQuest ABI / INFORM Global and EBSCO (business source complete) databases. The literature review allowed us to identify board problems and group them into six distinct categories. Then, using the same databases, specific literature reviews were executed focussing on knowledge and ICT solutions for each of the six categories of problems we identified. 

Knowledge Audit

3) Although there have been some changes in the definition of the role of boards of directors over time, most agree that they have a fiduciary duty to represent the owners’ interests in protecting and creating shareholder value. As such, boards of directors have been characterized as “large, elite, and episodic decision-making groups that face complex tasks pertaining to strategic-issue processing” (Forbes and Milliken, 1999). From a general standpoint, group decision-making has been considerably examined in the literature (Tropman, 2013). The expectations that groups can be more effective decision makers than individuals has often been challenged as several studies have highlighted that social factors and limited group processing capabilities can have adverse consequences on the quality of decisions (Bainbrige, 2002). Group decision making is a collaborative effort towards problem solving that principally entails interactions, communication, and deliberation (Turban et al., 2011). However, it is important to note that in the case of corporate boards, this decision-making process can also include preparation activities that can be done individually. Furthermore, the quality of this process is highly dependent on appropriate information management activities (Citroen, 2011; Johanson, 2008; Rutherford and Buchholtz, 2007; Zhu et al., 2016). Hence, much attention must be given to functions such as collecting, processing, storing, and distributing information. However, information in and of itself can’t guaranty success; rather, “actionable information in context” is required, taking into account the role of human actors in processing and sense-making (Alavi and Leidner, 1999).

The Electronic Journal of Knowledge Management Volume 15 Issue 4 2017

The starting point of our knowledge audit is a good understanding of boards’ objectives and activities. Monitoring and advising have been identified as the two most critical board objectives (Brown, 2015, Pugliese et al, 2007): While Monitoring refers to controlling and guarding against opportunistic behaviour, advising refers to involvement in strategic decisions. To accomplish these objectives, corporate directors must carry out several activities that will require appropriate information and knowledge. A recent survey from the National Association of Corporate Directors (NACD, 2015) revealed that directors spend on average 248 hours a year on board-related activities. The time that is said to be spent on these specific activities are: attending meetings (29,5%, preparing for meetings (24,6%, informal meetings 12%, and educational activities (7,7%). The results suggest that board meetings are a core activity for directors and that much consideration must be given to potential ways to make them more productive. Also, although boards receive management information and updates about company operations on a regular basis, the majority of this information is related to topics discussed during board and committee meetings. These statistics also highlight the importance of distinguishing between knowledge problems observed in the “preparation phase” from those in the actual meetings.

Potential Solutions

Our literature review has identified a series of knowledge related problems that could impair the quality of board decisions as they assume their role to monitor and advise the company. One of these problems concerns information asymmetry. The difference between the information available to management and what is presented to the board, combined with independent directors’ dependency on managers for information/knowledge, can limit independent directors’ ability to exercise their role effectively (Brennan et al., 2016). Brennan et al. (2016) further suggest that agency theory's approach to information asymmetry typically focusses on explicit information. However, managers’ knowledge is mainly undocumented, transmitted largely by word of mouth or from “intuitive (non-explicit) processes” and results in implicit/tacit knowledge which remains unknown to boards unless the manager makes a concentrated effort to disseminate it. Hence, a more nuanced characterization of this information imbalance between managers and nonexecutive directors is essential as it can focus attention towards more comprehensive solutions. The transition from personal/implicit to collective/explicit information/knowledge is one of the main challenges to reduce information asymmetry (externalization). Nonaka (2008) states that in this knowledge conversion process, some degree of “socialization” is still necessary to facilitate tacit to tacit knowledge exchange and sharing.

With the recent development of social web tools and communities as well as the availability of new high bandwidth connections which support more real-time interactions, it has been argued that most shortcomings of tacit knowledge sharing are likely to disappear (Lopez-Nicolas and Soto-Acosta, 2010). Indeed, social media applications build an environment in which social interactions and tacit knowledge sharing are better facilitated. Social web tools vary in form and have different abilities to facilitate tacit knowledge sharing. As shown in Table 1, these tools include blogs, Wikis, Podcasts/Vodcasts, social networking sites, social bookmarking, multimedia sharing tools, RSS, etc. (Panahi et al., 2013). Although few boards have these socialization support systems at their disposal, they would certainly benefit from their use, particularly to exchange with managers.

In order to address director background heterogeneity, some organizations have implemented extranets for their boards as online storage tools. Indeed, given their different backgrounds, some directors could be satisfied with summaries and short reports, while others may require or desire additional and more detailed information that can be made available via such extranets. Through these, directors could also access short video tutorials that could facilitate information comprehension in the case of material that is not well suited to non-technical board audiences. As seen in Table 1, providing access to expert interpretations and expert comments through tools such as expert yellow pages, annotations and blogs could also address background diversity and reduce information asymmetry. These solutions contribute to an externalisation process as it helps directors capture manager knowledge and expertise on specific topics.

Conclusion

4) In the last section, we highlighted how companies and their boards can implement specific ICT solutions to address particular board problems. In an attempt to address information issues and to support the work of corporate boards, a new type of software, “board portals”, has emerged. Such portals include products such as Diligent Boards, BoardEffect, Boardvantage, Idside – Web Governance and Leading Boards (Aprio, 2016; Diligent, 2016; Gartner, 2014; idealware, 2015; StreamLink Software, 2014). Such tools come with their own technology characteristics (for example, whether the software is installed on premise or is cloud-based, or whether it can be used on tablets, PCs and mobile phones) and pricing structure. But beyond these, board portals also come with features designed to support individual directors and sometimes the whole board, in addition to features aimed specifically for the corporate secretary’s office.

The basic functions of these portal products mainly focus on information access. At a minimum, they add a structured interface to a shared hard drive and help organise documents either for the full board or for committees, and they often include a common calendar (which may be linked with directors’ own calendaring software such as Outlook) and contact information. Beyond the usual meeting documents, they can also include policies, by-laws, and corporation background information. Key characteristics of board portals are typically the ease of the user interface, access to past documents, printing options, navigation through sections of the board book, and search tools.

Board portals can help address information asymmetry as adding information is more convenient than with traditional paper-based board binders. However, they can also lead to information overload if the structure of the board application is not intuitive or if the search engine is not efficient. In addition, it is generally assumed that board portals may improve the timeliness of the information, provided that the information is available The Electronic Journal of Knowledge Management Volume 15 Issue 4 2017 www.ejkm.com 222 ©ACPIL long enough in advance. If members receive the information too late, or if the information is updated several times up to the last minute, timeliness becomes an issue even with electronic tools.

More elaborate functions can allow corporate directors to interact with documents. For example, they can highlight important information or add personal notes or bookmarks. Therefore, these tools can have a direct impact on the ability of a director to appreciate the information provided and to be effective in a board meeting.

Finally, some board portals allow directors to interact with each other, and with management and/or experts. This could mean the ability to send each other emails or to send out a survey to schedule a new meeting for example. Some more elaborate portals go beyond and propose voting systems (for unofficial or official votes, anonymous or not) or shared document editing. Others will support online conferencing to hold remote live meetings and presentations, sometimes with chatting functions. To date, however, most board portal users have minimal functions and more sophisticated collaborative tools have yet to invade the board portal universe

In the last 20 years, securities regulators around the world have established governance requirements that entail significant changes regarding the composition and the responsibilities of corporate boards. Indeed, while corporate directors typically focussed on monitoring management, they are now expected to assume an advisory role by participating in strategy formulation and implementation (Adams and Ferreira, 2007; Brown, 2015; Pugliese et al., 2009). Boards are also encouraged to have a majority of independent directors (Spencer Stuart, 2016). Since independent directors do not necessarily possess the same industry-specific or organization-specific knowledge as non-independent directors and executive managers do, they can be at a disadvantage to really understand the reality of their organization and industry (Hemphill and Laurence, 2014). Studies grounded in the agency theory perspective typically refer to this imbalance as “information asymmetry”.

Hence, in these contemporary board conditions, members’ knowledge deficiencies can have a negative impact on their ability to provide sound advice and to monitor the organization’s activities. Furthermore, they can be exposed to liability for their inability to exercise due diligence, i.e. “making the appropriate inquiries, reviewing the documentation provided to them, ensuring that appropriate controls or procedures are in place, consulting experts when necessary and giving thoughtful consideration to issues” (Osler et al, 2014). Arbitrarily increasing the information provided to board members is not a solution as it can cause greater problems such as information overload. Undoubtedly, the efficiency of boards and the effectiveness of their decisions are highly dependent on the nature and quality of information they receive or have access to, through management or outside sources (Brennan et al., 2016; Zhang et al., 2015). While information and communication technology (ICT) has facilitated the flow of information, the extent, nature and quality of the information provided to corporate directors are still judged as insufficient and unsatisfactory (Bhagat, 2015; Thomas et al., 2009). Several studies have demonstrated that efforts aimed at reducing information asymmetry (such as increasing the number and length of board meetings) do have a positive impact on board performance (Zhang, 2010; Zhu et al. 2016).

Although the sensitive nature of board information has raised important accessibility barriers for researchers, some studies have focused on the actual information boards have at their disposal (Johanson, The Electronic Journal of Knowledge Management Volume 15 Issue 4 2017 www.ejkm.com 216 ©ACPIL 2008; Roy, 2011; Rutherford and Buchholtz, 2007; Zhu, 2016). While these studies have certainly provided valuable insights into information-related issues and board effectiveness, there remains a strong need for a comprehensive approach that will both help identify specific board knowledge-related problems and determine how they can be addressed. Also, ICT can dramatically improve the ability to identify, acquire, analyze and act on the most relevant knowledge, but such benefits remain under examined and under used in the context of boards of directors (Thomas et al., 2009).

The objective of this paper is to present an overview of board knowledge related problems and to propose knowledge strategies supported by ICT that can be put forth to improve the board decision-making processes. Specifically, the paper attempts to provide guidance to directors and managers seeking to increase the board’s knowledge capital and to improve its effectiveness. In section 2, we present the knowledge management (KM) concepts we will build upon to examine boards’ decision making process and due diligence role. In sections 3 and 4, we respectively describe our methodology and recount a “knowledge audit” (KA) of board knowledge-related problems mostly found in the governance and group decision making literature. For each of these problem categories, we highlight how knowledge strategies and ICT solutions proposed in the information management, knowledge management, and decisionmaking literature can be adapted to the context of corporate boards. In section 5,we review existing commercial board portal solutions that have emerged in an attempt to improve board efficiency.

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