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From Where We Sit

Digital governance

My brother is an avid Star Wars fan. When asked why he loves the film franchise so much, he would tell us how amazing the futuristic space technology looks.

I remember a particular scene from Star Wars Episode III: Revenge of the Sith that tickled my curiosity about whether it can happen in real life. In one of the scenes, Chewbacca and Tarfful remotely witnessed a hologram Jedi Council meeting wherein the Council discussed their strategy on how to end the Battle of Kashyyyk.

In the world of Star Wars, the Jedi Council consists of 12 of the wisest Jedi Masters, and is the highest governing body of the Jedi Order. If we translate that in an organizational setting, the Jedi Council can be the equivalent of the Board of Directors. Just like the Jedi Council meetings, discussions about matters concerning the organization are discussed in a board meeting.

Batas Pambansa Bilang 68, or the Corporation Code of the Philippines, allows corporations to specify the frequency of meetings of their Board of Directors. The corporation may specify in its by-laws that the regular meeting be held monthly, quarterly, or semi-annually. Regularly scheduled board meetings provide consistency and assurance that there will be a venue where matters of concern will be discussed.

Even on a monthly basis, however, the organization will have to wait for 30 days to discuss a matter of concern. According to 2017 research on the Director’s Perception of their Board’s Effectiveness, Size and Composition, Dynamics, and Internal Governance by the Harvard Business School, board meetings are conducted on an average of six times in a year or bimonthly.

For a dynamic organization, though, two months is a long time for an urgent concern to be discussed. Quickly and clearly making decisions about priorities, objectives, budgets, and resources make the difference between failure and success.

The evolution to the digital era has sped up the way an organization conducts business. Digitizing the governance process—i.e., changing from analog to digital form—will provide organizations flexibility to be responsive to changes and allows for faster and more effective communication.


The basic aspect of governance where digitization should be manifested is its communication to internal and external stakeholders. Digital governance provides an electronic means to which interactions, such as electronic memos, mobile communications, and telephone, video, or web conferencing with stakeholders are hosted.

Decision making is often impaired by the notion that everyone required to make a decision has to be in the same place at the same time. That is not true. Imagine a Board meeting where memos are emailed or even sent through SMS or messaging apps, the meetings are conducted virtually through online conferencing, and the minutes of meeting are all transmitted, signed, and approved through electronic signatures and correspondence.

Boards can even use cloud software tools such as instant messaging, video conferencing, Skype, or Google
Hangouts to agree if an issue warrants a face-to-face meeting. Recent advances in technology can pave way to augmented reality (AR) meetings using AR glasses and hologram meetings where a hologram of a person can be placed in another room using 3D cameras that capture an entire person’s movements and speech in real time.

In the Securities and Exchange Commission (SEC) Revised Code of Corporate Governance of 2009, meetings through teleconferencing are allowed, provided they are conducted with the following requirements of SEC Memorandum Circular 15, Series of 2001, guidance on Board Meetings through teleconferencing or videoconferencing:

The Corporate Secretary should send out notices to all the directors in accordance with the by-laws of the company and inquire in the said notice whether the Directors will attend physically or through tele or video conferencing; and

The Director shall give notice of at least five days prior to the scheduled meeting to the Corporate Secretary. The Corporate Secretary shall be informed of the Director’s contact numbers and shall inform the Director concerned of the contact numbers they will call to join the meeting.


It is important that the Board has easy access to corporate or financial information, giving the transparency needed to highlight questions needed to be answered. Rather than photocopy reports and appendices, consider sending PDFs or even a link to a cloud drive (such as Google Drive, Sharepoint, OneDrive, Box, or DropBox) to distribute important documents.


When it comes to digitizing your organization’s workflow, do not be limited by email correspondence. It can be tedious to manage. Instead, experiment with a digital kanban board or project management software that allows users to keep track of pending tasks.

An urgent change in policies and procedures due to a new law or regulation should not have to wait for two months for Board of Directors approval and implementation.


Sending documents, even electronic copies, back and forth can be cumbersome. To encourage collaboration, use your organization’s intranet or shared documents directory to keep track of changes as they occur.

Google Suite, Office 365, and other cloud services have the ability to set permissions to grant view, edit, and administrative access.

Governance should not be limited to the confines of the organization workspace. Being able to see and react to any issues as they arise, with people in place to make critical decisions that will remove these obstacles, will keep the organization moving.

Because strategic management manifests on a daily basis, decision makers should be able to provide support in real time.

For large enterprises and dynamic organizations, purely digital governance is a reality. But, who knows when even the smallest of enterprises conduct their Board meetings in Jedi Council fashion.


Lovely Charmaine Villamora-Dacanay is a Managing Consultant of Advisory P&A Grant Thornton. P&A Grant Thornton is one of the leading Audit, Tax, Advisory, and Outsourcing firms in the Philippines, with 21 Partners and over 900 staff members. We’d like to hear from you! Tweet us: @PAGrantThornton, like us on Facebook: P&A Grant Thornton, and email your comments to or For more information, visit our website:


As Published by The Manila Times dated 05 September 2018