Name: Proxy Ready: Simplify Your D&O Questionnaire Process
Uploaded: 2026-09-29T17:10:47.719Z
Duration: 35 min 16 s
Description: Proxy Ready: Simplify Your D&O Questionnaire Process

Transcript for "Proxy Ready: Simplify Your D&O Questionnaire Process": Hello, everyone. Thank you for joining us. We'll just give one more minute to allow people to join before we begin. Okay. Hello, everyone, and welcome to the NASDAQ webinar, Proxy Ready, Simplify Your Director's and Officer's Questionnaire Process. This webinar will last approximately thirty minutes with time after the presentation for q and a. Questions can be submitted within the q and a function, and you'll also see relevant documents related to d and o questionnaires next to that q and a function. So feel free to check those out, once we finish the webinar. And the session is being recorded, and the replay will be shared after the webinar as well. My name is Amy Olonisak. I lead product management for Nasdaq's compliance and board advisory group. I'm focused on our governance and compliance solutions. So I've spent the past several years, working with governance, legal, and compliance teams to modernize how organizations manage board evaluations, directors and officers questionnaires, and other governance workflows. So my focus has really been on building solutions that reduce administrative burden, improve stakeholder engagement, and leverage AI and automation to help clients and our boards work more effectively and make better informed decisions. And I'm pleased to introduce my colleague here, Spencer Conover, managing director of governance and board advisory solutions here at Nasdaq. In his role, he consults with executives, board members, corporate secretaries with the shared goal of really enhancing board effectiveness and strengthening corporate governance frameworks with publicly traded corporations. Spencer has been with Nasdaq, for about six years and brings his own experience as a director on nonprofit boards as well. So I think we can go ahead and get started. If you're like most governance and legal teams, d and o questionnaires are one of the most important annual processes you manage and quite frankly, one of the most labor intensive to make sure that nothing falls through the cracks before proxy filing. And our compliance questionnaire solution, NASDAQ Questionnaires, was built specifically for governance and legal teams managing those d and o questionnaires, conflict of interest questionnaires, related party questionnaires, and other disclosure driven workflows. Instead of managing dozens of disconnected files, email threads, with our platform, everything really lives within a centralized secure platform that was purpose built for your workflows and ease of use in mind. So we'll talk mainly about d and o questionnaires today, but also offer conflict of interest, fitness and proper, and other compliance questionnaires. So we often find that the questionnaire itself isn't the challenge. The challenge is more so everything around it. So it's maintaining templates, distributing the forms, tracking completion status, following up with directors and officers, which is often very time consuming, comparing those responses year over year and making sure that nothing falls through the cracks before proxy filing. We talked to a lot of organizations who are still managing that process through some combination of Word documents, PDFs, spreadsheets, emails, and it works, but it creates significant administrative burden. And it introduces some risk around accuracy, security, and compliance. And what we've seen is that governance teams increasingly want to spend less time administering the process and more time reviewing and analyzing disclosures. We're also seeing pretty strong validation directly from customers. So in Nasdaq's 2024 customer survey, we saw 91% of users reported time savings from using the questionnaires platform, and that's really a direct reflection of the efficiencies that come from replacing manual workflows with a purpose built governance solution. In terms of benefits, for administrators, that means you can test, pre populate, update, distribute, and track questionnaires within one single system, can automate reminders, status is visible in real time, and summary reports and red lines are available instantly rather than requiring manual comparison exercises. For Directors and Officers, this experience is a lot easier as well. Directors and Officers can navigate directly through questionnaires more efficiently, complete disclosures digitally, and provide signatures directly within the platform. So the result is typically faster completion rates and less back and forth with your governance teams. A commission total economic impact study conducted by Forrester Consulting found that organizations using Nasdaq questionnaire solution achieved a 208% return on investment over three years with payback in less than six months. And the reason we think that is significant is because it means that our customers are realizing value during their first proxy cycle, not years down the road. And that return generally comes from three different areas. We have efficiency, security, and disclosure accuracy. So the study found a 50% improvement in question or workflow efficiency. And when you eliminate manual distribution and reminder tracking, status reporting, document reconciliation, it means that your teams internally can focus on reviewing disclosures rather than chasing updates. We find that, within our platform, automation handles much of that administrative work, so your team remains in control of the final review and approval process while everything else is automated. The second, is security. So with Nasdaq, information is managed within a centralized environment. We have role based access controls, robust auditing, activity tracking. And the Forrester study identified a 40% reduction in exposure to data breach costs as a result of moving to a secure digital workflow. And lastly, to touch on, we have compliance and disclosure accuracy. I think everyone here in this webinar knows that incomplete or inaccurate disclosures can create regulatory risk, And Nasdaq helps drive accuracy by requiring completion of responses, highlighting changes that have been made year over year via red line reports, and also providing a structured review process. According to the study, organizations experience a 50% reduction in the risk of regulatory compliance fines through improved accuracy and disclosure management. Don't just take our word for it. One client shared that any directed disclosure questionnaire around conflict of interest and d and o certification is managed through the solution. It ends up street finding that audit. It also reduces your compliance cost as it automates your record keeping and mitigates the personal d and o liability. And because every organization has different disclosure requirements, Nasdaq offers flexibility in terms of the forms and templates that you use. You can leverage questionnaire templates developed alongside leading law firm partners that are listed here on the side, or you can also use your own existing templates and processes. Our goal is not to force you into a different governance process. It's really to make your existing process more efficient, more secure, and scalable. By digitizing DNOs with Nasdaq, clients are reducing administrative effort, strengthening security, improving accuracy and disclosures, and really generating measurable business value. At the end of the day, I think every governance team is really trying to accomplish the same thing, trying to collect those accurate disclosures with less effort and less risk. So now I'm going to turn it over to Spencer to show you how our clients are doing that here with Nasdaq. Yep. Thanks, Amy. That was great. Appreciate the overview, and I'm excited to dive into the platform now, our featured presentation. As Amy mentioned, I've been with NASDAQ about six years. And during that time, I've had a chance to talk to folks who've tried a plethora of approaches to their d and o questionnaires. And, you know, most other options are kind of, I would say workarounds. And this is a purpose built platform. And so, you'll see that there's great capability, gonna be the perfect tool for the job. And so I'll just start out with kinda how we begin the process. First of all, you'll be assigned to a Nasdaq project manager who is going to work essentially as an extension of your team and really help you keep this project on time, but will also handle as much of the tech side or the software platform side of the process as you'd like. And, you'll have a couple options with the forms as Amy mentioned. We can build your form into our system, or you can use one of our law firm partner, forms, which, have a couple benefits. One is, we're able to reduce our setup fee, and then also anytime, our partners such as Goodwin or Fenwick would recommend any updates to the form each year, we can also, let you know about those recommendations and give you opportunity to, add those to your form. Either way, we will set you up with the form of your choice. And the great thing with our tool is that we are delivering highly tailored bespoke questionnaires to each respondent. So as we go through, you'll see the conditional logic, the role based questions, also the exhibits and attachments specific to each individual, which really add significant efficiency, and improve the respondent experience. On this page, this is an introduction to the questionnaire. It gives you an overview of the platform. It would be branded for your organization. Right here, you'll see a link which would open in a new tab and actually provide me with the complete, data from my last year's response to the questionnaire Just as an additional reference, even though most of the rest of the data is prepopulated, they can still flip back to last year to see what things look like if they'd like. You also notice magenta underlines as we're going through. Those are what we call flyover defined terms. They put a key term in magenta with a link and that opens exactly in the window right there with the question so that it's extremely convenient for your respondents to pull the definition on any of the terms, that they might be needing a refresher on. We'll also align with you on all those definitions. You know, this is a, I would say, jurisdiction agnostic tool, and anything that goes out to your respondents will be completely aligned to, the terminology, the needs, the regulatory frameworks that you have, we'll be collaborating with you on that through our project managers. And you'll approve and test all the forms before they're delivered. So next, I wanted to highlight that, the blue underlines are going to be hyperlinks to those exhibits and attachments that are specific to the respondents. We'll see those as we're going through. Navigation is very simple on the platform. It is, you know, back, save, next. The tool is also database driven, so it's automatically saving your progress as you go. So if a respondent doesn't hit that save button, that's totally fine. The tool is going to be saving anyway. They also can't hit submit and submit a form if it's not completely, you know, if it's not fully completed. So that's another good mechanism to ensure that everything is is thorough and accurate. Next, I will mention that delivery, there's a couple of options. It is a a browser or web based interface, and so it is highly mobile friendly. So whether it's a smartphone, a tablet, or on a computer, it's going to be perfectly situated for that screen and very easy to access. In fact, most of our clients, choose not to put this behind any password or login because that allows, just greater access for their respondents and anyone who may be, also assisting those respondents. Although we can customize that and set that up specific to your, login and, preferences on that front, including delivering through board vantage. But the tool is also portal agnostic. So we have hundreds of clients that, don't have a board portal in place, but they're able to leverage this or maybe they have, some other tool in place for board management, but this is their questionnaire and evaluation platform. Alright. Now we're seeing the first page here. Again, it's specific to me in this case, and, respondent Deepak Shah. And I can see my bio information, my address, those types of, points are already populated for me, which is wonderful. And here's the first of those flyover terms, giving me a quick definition of record date. And again, it's right there with the question. I don't have to open appendix or another window. Very convenient. On this bio, I like to mention that, you know, if I delete a chunk or if I edit or add a new board position or some other fact to my bio, your team will receive a detailed red line report at the end of the project. So you'll be able to see word for word, letter for letter, digit for digit, anything that was changed in those prepopulated responses. This ensures you're not gonna miss those key disclosure items and also speeds up your process so that you're not, having to look through every question to see what was different in the answers. A little bit more on reporting as we go. But here, we have very convenient charts and tables that your respondents can easily add rows to. So if I need to add additional data into this related parties chart, very easy to do that. Also easy to remove the rows. Couple things. It's not gonna throw off the formatting throughout the rest of the form, which is, you know, a great great feature and benefit of a purpose built tool. The other piece is that because we're using cells in this table, when they answer and they put the data into these cells, your report will do the same. So it's going to be automatically organized and pulling through in the final report as a nice, tidy chart or table, rather than just one open ended text box where you might have to go back through and, you know, separate the name, the related party, the affiliates, things like that. It's gonna be organized for you making that reporting much cleaner, and easier. Also, you'll see that we have the radio buttons there to confirm that any personal information or other prepopulated responses are accurate and complete. So we do wanna, have that attestation of accuracy, even though most of the data is gonna be in there. We'll have folks sign off on its accuracy. We did talk earlier about the navigation buttons. So while I can click next to move on, I also have the convenient table of contents along the left, which would allow me to jump to different sections of the questionnaire even if I haven't completed the one before it. So that allows those iterative response processes where maybe I have five or ten minutes before a flight, and I wanna open this on my phone and see how much progress I can make. Very easy to do that and it's going to save the progress and also allow me to, move forward even if I don't have all the information that I need on the flight at that time. So also saving the progress automatically. When they come back to the form, it will pick them up right where they left off as well. Another definition here, beneficial owner. We have great flexibility and customization around the defined terms. So we can define just about anything in the form that you all would need to. Here we have the beneficial ownership information. We would pull that from the data you give us and prepopulate it into the questionnaire. And there's, you know, multiple ways that our clients like to present that. In this case, we have the table with rows. And coming through, we have the conditional logic here. So I'm answering yes, and that brings up the chart of, beneficial ownership that I can add with, the related parties and all the other data required. Again, easily adding rows. But the beauty of conditional logic is that if I have nothing else to disclaim there, I say no. I keep moving. I don't even see that other question. So, again, really trying to tailor these questionnaires specific to the respondent with that conditional logic and the role based questions. With role based questions, for example, that ensures that your, independent directors are not having to sort through questions for the management team. They're only gonna see those questions specific to independent directors and that saves them time. The other piece, with role based questions is, hey. If I'm on the audit committee, the form is going to know I'm on the audit committee. So the form won't even have to ask, are you on the audit committee? Yes or no. And you might see a lot of other survey tools out there maybe bolted on to, some other governance platform. And they they don't have that level of sophistication where the form knows the respondent already. So we remove even that yes no question and we already know that that person's on the audit committee. Coming into cash compensation here and non cash, we have the schedule c. So I consult lots of governance teams that have extensive, exhibit and attachment needs or even, you know, maybe just a dozen respondents that need a personalized single exhibitor attachment. And the challenge that they have with really any other process is that they have to go one by one with other tools to add those exhibits personal to the respondent. But with us, we give you a tool to manage those at a global level and be able to bulk upload those exhibits and attachments and easily pull all those various, attachments in for those individuals. So we can link to any of those items even, to other policies that you might want to present, in a question. So with the scheduled compensation, for example, we could have any updates or changes just typed into a text box or a chart or table or actually a really cool feature with us is that you can upload a document with the changes. So if you have another, version of the schedule that's more recent or more accurate, we can actually add that right into the tool here, by browsing and uploading files. If your respondents do that, that attachment that they uploaded, that file that they uploaded will pull through in their final report, and append to that report and and be automatically organized and housed in the tool for you. So you don't have to chase that, which if you're doing this by email, you know, you may have folks writing back to you with email updates and and corrections, and that's just fraught with risk and just not an organized way to do it. So this puts it all into one place, automates the organization, removes those email correspondence chains, and, ensures that you're not going to be missing things or letting things slip through the cracks. So again, we have additional conditional logic here. There's two different ways to ask questions. Anything that's going out, in the forms will be tested, approved, reviewed by your team, and approved before we deliver. So here on certain legal proceedings, this is a great example of how we group like questions. So instead of asking two dozen different questions about legal proceedings, has this happened, has that happened, we put it all into one. And so this allows us to capture the information that's needed in a quick manner. And if there's nothing that's occurred, that's great. They click none, move on. And here, if there's something that occurred that needs to be disclosed, they can open up that text box and provide the additional disclosure. And our team can actually set this up so that you have a real time, notification that once someone submitted these updates on any legal proceedings, you'll get a notification saying, Spencer has noted different legal proceedings, and you can go in and quickly catch that, rather than having to wait, you know, several days or weeks before things are all completed. So wanna keep you in the loop, informed, and give you all the tools to get ahead of things. So code of ethics. This is another request I often see where clients want to incorporate multiple policies or other, things that they need the directors and officers to sign off on. And so we'll just embed those right into the form. Again, giving them a a nice tidy, definition there and then easy access to a policy code of ethics. In this case, it's the Nasdaq code of ethics that we've linked to as an example. And I can come back in and sign off on that as part of my form. So this is an abbreviated form here. Obviously, not as extensive as a true, director and officer questionnaire, but it gives you a sense of the look and feel of our form and process. And also the, great benefits of those defined terms, the conditional logic, the role based questions. And I'll just emphasize that as we move over to the back end of the tool, this is the heart of the management of the platform. And, again, you will have a project manager here at Nasdaq, and that person will take as much of this workflow off your plate as you'd like, because we are experts in this field. We are experts on this tool, and we will take your form that you had last year. We'll take the responses that you had from last year. We will build all of that into the Nasdaq questionnaires portal for you. You don't have to, you know, master that, especially on your first year as you're getting started. We will build it in with all those conditional logic chains and all of the customization specific to each individual. We do have clients that pick this up and start running, on their own and wanna be more hands on, and, this tool certainly lends itself to that as well. Here you can see I'm tracking statuses. This is a demo, so I don't have any fully completed responses. But if I view status, I can see in this view, any incomplete forms. And then I also have a few directors here that I probably need to nudge. They haven't opened it. So I can see that activity, great visibility, and chance to proactively manage the process. Now, again, our project managers will be here to chase those respondents, to send out those reminders, to track completion, and handle that for you. But you can also come into the tool and see that. So NASDAQ questionnaires really is a governance questionnaires platform. As Amy alluded earlier, we can conduct conflict of interest questionnaires. The board and committee evaluations is another excellent use and, just a fantastic process with really effective informative reporting that directors get. It's board ready report that comes right out of our evaluation process. And then conflict of interest questionnaires, you know, we have some clients that have thousands of respondents on those conflict of interest questionnaires. This has been a good fit and a good tool for them. Coming back into the questionnaires, management piece, if I want to click in, I can, you know, see how this is edited. And this is where I like to just point out, the extensive conditional logic, capabilities of the tool, but also the exhibit management. So very neatly organized bulk upload of exhibits and attachments. This is a major pain point that I see across, clients that use other tools. So our clients don't wrestle and struggle with, all that manual exhibit and attachment work, because this tool is purpose built. If you're not using this, there's a good chance that that, is gonna be a challenge for you, on other, you know, processes. But with this, it it really takes care of that. And so the tool again on reporting, excellent features here. A couple that I'll highlight. So first off, you'll have a folder to house all those questionnaires and responses for you. It automatically feeds into that. In in this case, I have the individual director and officer questionnaire responses, and then I have the summary report, which shows all of the responses in one report. So if we go into individuals, I can pull each individual report on a clean and on a red line basis. So if I pull that clean report, it's going to pull those, exhibits and attachments. If I'd like, I can also download it without those. If I just want the form with the answers and not the exhibits, I can opt to do it that way. And then coming back in to the summary side, so I can download all the responses in one, and I can also download all the red lines in one, with, again, a couple more opportunities to really tailor that report specific to my needs. So I will, begin to wrap up on this. And just before I move over and show you that summary report example, obviously, we're incorporating AI into these tools moving forward. So it's early in that stage, and Amy's been, just fantastic, an expert, highly talented individual overseeing this process. But, you know, AI perfect match for processes like this because we can use that to upload forms and create, a form with conditional logic and all the other wonderful features using, the AI model that we've built for doing that. So these are options that we have. They're features that we'll continue to develop and give to folks that want to use them, and just wanted to highlight that. Now for a sample of the red line report, which is also another beloved feature that our clients love, we typically put those out in an excel format that gives you the ability to look at it all in one view. So I have the columns showing each respondent and then, you know, it's word for word, letter for letter, digit for digit, very clear. In this case, I can see Pete Stewart really hasn't made any changes or edits, which is great. But all the other respondents in this report, I see some, blue insertions and some edits and removal of text. And so that gives me a quick overview. I can see some beneficial ownerships changed. Really great report. Again, pulling it on an individual basis or on the summary basis, But it's it's, been a really appreciated feature. And we develop all this with feedback. By the way, you know, the whole platform was invented by, former board members, corporate secretaries, executives that, I like to say they, you know, looked at each other and go, these forms are agonizing. Why are we doing these manual, you know, fillable PDF or a word document or an email thread? And so they came together and, you know, invented the solution purpose built to the questionnaires, the evaluations, and continuing to refine it with that director feedback, the executive corporate secretary, governance, professional feedback as well. So, confident this tool will serve your very diverse and personal needs. So look forward to having conversations on that. Believe we had a few questions maybe that have come in and wanted to take some time for that. And also, would welcome you to reach out to our website, to me or Amy, via LinkedIn, or email us using this QR code, and we can set up a personal time to walk through this in more depth. Awesome. Amy? Great. Thanks so much, Spencer. And thank you everyone for your participation. We'll now move into the q and a segment of our webinar. And, again, just as a reminder, you can submit your question via the q and a feature directly here in Zoom. We do have a number of questions already, so I think we can go ahead and get started. The first one is how long does implementation take and can we be live before proxy season? What a timely question. Of course. So usually, about eight weeks of lead time is great. Have we done it in a shorter turnaround? Of course. October is high season for, new clients jumping in and building their questionnaires with us, and we'll get them all set up. Really, to have everything ready to go before the end of your holidays, and then we come back in January. We can add, you know, any of those final reports based on year end numbers that you might need to put into the tool. But really, you're gonna be ready to launch that questionnaire come January. So, over October, early November is when we see most folks with the counter year end getting started. And eight weeks of lead time is a is a safe bet, but talk to us and we can customize a a timeline if needed. What else we have, Amy? Let's see. We've got how is this platform leveraging AI? I can take that. So we, we're using AI in our questionnaire form build. So, we now have a feature that enables you all to bring Word documents or PDF documents. They can then be uploaded, through our questionnaire form builder and transposed into these digital questionnaires. So that drastically reduces the amount of time spent on setup. Again, this is more so if you have form, less so if you wanna use one of our existing templates or law firm, forms as well. And kind of as an extension of that, we're, in progress working on an AI powered prepopulation importer. So the ability to prepopulate prior year responses, especially in kind of year one, I I think that's one of the more significant, kind of parts of the process. In subsequent years, it becomes really easy. We're just carrying forward prior year responses. But in that year one, I anticipate that will promote a lot of time savings, and some other AI related endeavors, AI assistant endeavors, in progress as well. So excited about what's to come on that. Kind of on the topic of year over year, setup, we did receive a question. How much administrator setup work carries over year to year? Yeah. I mean, it most of what you do in the first year, everything's gonna be rolling over. You know, if you have a new respondent to add, maybe a new board member, new officers, we would set those forms up and prepopulate as much as we would need to. Adding questions. The great thing with adding questions or any of the other edits like that, it is a universal global edit across, the questionnaire. So you don't have to go, you know, responded by responded and edit those forms. So it's very easy to make any updates and changes globally like that, but you're going to do the most, setup. Our team will do the most setup, with you in that first year and then it it really begins to be automated and rolling over, year to year. Next question. Can a column and a chart be required to complete? Great. I yes. That is that's one I've, heard often. So, yes, the answer is yes. A column, a cell, we can require those to be completed before, the form is submitted. And if they forget to fill in something like that, if they click submit without, you know, completing everything, it's going to tell them which, items and or which section they will need to go back to, to to complete. So that is a great a great feature. Definitely. We we have a lot of clients taking advantage of that and also the conditional logic that, Spencer demoed as well also kind of factors into that. So specific questions or fields can appear based on, either roles, what what committee a director is in, or also responses to prior questions, or other kind of custom characteristics as well. And I think we have time for one more. Can we run other questionnaire types on the same platform such as conflict of interest, code of conduct, etcetera? And the answer to that is yes. And we have a lot of clients who are leveraging the application for a lot of different types of questionnaires and evaluations. Yeah. I mentioned the evaluations and would just add that, you know, management, CEO evaluations are another piece. Director, peer and self evaluations, committee evaluations, very robust tool for governance questionnaires. Alright. So for the additional questions that we weren't able to answer live, we'll definitely follow-up with you after the webinar. And this now concludes our our webinar proxy ready, simplify your D and O questionnaire process. If you all have any additional specific questions or would like to schedule a personalized demo, please scan this QR code displaying on the screen. Thank you all so much for your time, and have a great rest of your day. Appreciate it. Thanks. Take care.