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Aug 31, 2007

A matter of record

ARMA gets bigger as boards gain interest in records management

The importance of maintaining an accurate and efficient process for storing and accessing corporate records has grown in recent years. A flurry of SEC investigations and private or class-action suits have brought the concept of records and information management (RIM) firmly into the consciousness of board directors, C-suite executives, general counsel and corporate secretaries.

As awareness of establishing good RIM policies grows, people are starting to seek greater support and professional advice to help them develop best practice. One of the main places they go looking is ARMA International, a not-for-profit association for records and information management professionals.

Carol Choksy, president of ARMA International and CEO at IRAD Strategic Consulting, explains that ‘ARMA has been experiencing steady growth and currently has in excess of 10,700 members globally,’ adding, ‘The group focuses on providing resources and support for those engaged in managing records and information inside organizations.’

Providing resources and advice to those working in such a rapidly evolving area is no mean feat. People from both within and outside the organization are demanding more and more information and support. As with most professional organizations, the pressures faced by ARMA as an association mirror those of the industry it represents. Choksy explains, ‘we are being called upon to take more responsibility.’ One of the biggest challenges in the current environment is ensuring senior management and the board are fully informed regarding RIM policies, procedures and laws.

Securing a broader mandate

While ARMA focuses primarily on division managers and those engaged in the day-to-day business of records management, it is increasingly targeting awareness at the boardroom level. ‘Getting management buy-in is vitally important if truly effective RIM programs are going to the established,’ says Marilyn Bier, executive director at the association.

ARMA has had success in getting a broad range of people from different business divisions and professional fields involved, but this dynamism creates major challenges. The association’s membership comprises lawyers, facilities managers, operations experts, IT staff, VPs of information, CFOs and, of course, records and information managers.

Serving such a diverse group, all with significantly different needs and opinions regarding records management, is far from simple, Choksy admits. One of the biggest challenges is the need for training and education. As the rules surrounding corporate records change it is important that all employees of the company fully understand what constitutes a record and how that information should be treated. Training at the employee level can be relatively easily mandated, but getting directors or CEOs to attend training can be much more troublesome.

‘This is one of the areas where increased involvement with the corporate secretary can be extremely beneficial,’ says Choksy. The corporate secretary has the ear of the board and is often involved in internal investigations, legal cases, corporate filings and other business activities that rely in large part on access to effective records management processes.

‘One thing that some general counsel and corporate secretaries don’t always realize is that ARMA – and the in-house records manager – can be their best friend,’ Choksy advises. They speak the same language and in terms of internal investigations or implementing legal holds, the RIM team is at the coalface and can really help in making sure things are done properly and in a timely fashion.

Records managers also need to actively seek out the the assistance of the corporate secretary. The corporate secretary is often the best way to get the attention of the board and C-suite management since they set agendas and raise important issues.

Working in tandem with the corporate secretary and general counsel can lead to far better results than a records manager trying to get heard on their own. ‘Personally, I think this is starting to happen and the corporate secretary and general counsel’s office is starting to pay far greater attention to the issue of records management,’ says Choksy

Bier adds, ‘The general counsel and corporate secretary will find a great deal of benefit from sharing information with the in-house records management and, in fact, it would be a good policy to hold regular monthly meetings to discuss the latest issues.’

One of the main drivers of improved RIM procedures and greater awareness with the corporation is the legal environment. Many of the most important adjustments relate to employment law, although there have been some significant rule changes that alter the way companies are required to maintain records. In concert with employment law, increased litigation, government investigations, M&A activity and more robust audits are making records management a crucial area of focus for the senior management and boards of companies.

There is no doubt, according to Bier, that Sarbanes-Oxley and the newly revised Federal Rules of Civil Procedure have gone a long way to promoting awareness in terms of records management. ‘There is a serious need to look beyond RIM as just a risk issue and a cost center,’ she suggests. ‘One thing that is important to remember that often seems to get lost in the argument is that information isn’t just a risk but an important strategic asset. Making executives and the board aware of this fact is very important and will help to change the perception of the function.’

Struggling to keep up with technology

‘Probably the single biggest challenge facing the association and the records management profession is the proliferation of information,’ says Bier. ‘Since the technology age took hold the shear number of emails, phones calls and voicemail (often stored digitally), instant messages and texts to cell phones, can be overwhelming. Many of these may well be legal records and yet few companies have come to terms with exactly how to manage the storage and distribution.’

Choksy pinpoints the most prescient innovation: ‘email.’ She reasons, ‘Awareness of email as a serious RIM issue was really brought to light by the Bill Gates anti-trust case. This brought the issue directly into the sight of directors across the country.’ And email remains one of the most difficult RIM problems at modern corporations.

Another sage reminder: records management starts at each employee’s desktop. Educating employees on the importance of treating email and other electronic mediums as records is vital in any successful program, but it is also one of the most difficult and time consuming aspects of the job, Bier explains.

The path ahead

‘I think the single biggest challenge companies are going to have in the coming year or two is globalization,’ says Bier. Many non-US jurisdictions have very different RIM rules. With US companies creating overseas-based centers of operation, company-wide policies observing local laws and social customs are imperative. A team approach and getting a cross-spectrum of opinions and experience helps, both on US turf and abroad.

Every company needs to evaluate its policies and procedures against accepted industry best practice. But having good standards is not enough: companies must know how to apply them. All levels of the organization need to be aware of the records management role. Often, when records managers occupy positions without direct influence, it is unlikely that the systems will work effectively. Fortunately, boards are becoming far more aware of the verity of senior level buy-in.

Brendan Sheehan

Brendan Sheehan is the former Executive Editor at Corporate Secretary magazine, and is a leading expert in public company governance and compliance. He regularly lectures on cutting edge governance, risk and compliance issues and is a regular...