Our judges’ comments on Salesforce’s use of technology in the governance space range from the impressed – ‘outstanding’ and ‘transformative’ – to the envious: ‘I wish I’d had those tools when I was a corporate secretary.’
From the second half of 2018 into 2019, Salesforce’s corporate, securities and governance (CSG) team, led by Scott Siamas, vice president and associate general counsel for corporate, securities and global governance, found ways to use the firm’s own technology to its advantage.
The company has been growing quickly and the CSG team was asked to think of ‘moon shots’ to keep up with demand. Firstly, the team automated the restricted stock release process amid a rapidly growing number of M&A-related key employee stock releases.
According to Salesforce, the firm over the past five years has bought more than 30 companies and, in almost every case, the founders and key employees of those companies received Salesforce restricted stock that vests periodically for retention purposes. The CSG team processes all these vests, which involves co-ordinating with the key employees, their representatives and Salesforce’s transfer agent, then issuing individually tailored legal opinions. The rate of acquisitions meant the CSG team was becoming buried in paperwork and concerned about potential human error in the accompanying manual data entry.
The solution was that in late 2018 the team partnered with the company’s M&A legal team and legal operations team to build an automated solution from scratch based on Salesforce’s Lightning Platform. The new process includes useful elements for the CSG team, such as alerts that a vest is coming up.
Team members can automatically generate the required representation letter, with the recipient and share amounts automatically populated. Once signed, the platform automatically generates a legal instruction letter to the transfer agent. The result is that Siamas can now do a stock release in three seconds – a process that used to take an hour – with a much-reduced chance of error.
The second innovation involved the team creating a ‘community’ cloud destination – a little like a Facebook page – where employees have their insider-trading questions answered. Instead of having to answer endless individual emails often asking the same questions, the team can now provide real-time answers and updates that the entire Salesforce employee population sees. ‘These Q&As are searchable, encourage employee self-help, decrease the amount of time the team spends answering questions and reduce employee confusion around insider-trading matters,’ the company says.
A third improvement was moving away from the process of alerting all employees of trading-window openings and closings via mass emails from the general counsel. The general counsel received many questions from employees, and responding to all of them was an inefficient use of time. The solution was to use Salesforce’s marketing cloud to create personalized email notifications with relevant links and to create an email alias that routes questions directly to the team that is best able to handle them.
The CSG team has also started using a Salesforce product – a collaborative document-creation and project-management tool – to help prepare for the AGM. The switch has led to much less email traffic and fewer in-person meetings in the run-up to the meeting, which saves time and helps productivity.
The team doesn’t only use Salesforce technology, however. For example, this year it improved its D&O questionnaire process by replacing long, legalistic paper questionnaires mailed to directors with a streamlined version via a service provider’s online facility. Siamas says this time around he received the first director response within an hour, where previously it had sometimes taken weeks.
This article originally appeared in the latest Corporate Secretary special report.
Ben Maiden
Ben Maiden is the editor-at-large of Governance Intelligence, an IR Media publication, having joined the company in December 2016. He is based in New York. Ben was previously managing editor of Compliance Reporter, covering regulatory and compliance...
