Enterprise content management systems (ECM). Step by step: from automation to restructuring and back Automated solution for corporate governance

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18.02.2014

Automation of the corporate governance system with DIRECTUM

Press release from UAC and DIRECTUM

One of the country's largest holdings has completed a system implementation project electronic document management. DIRECTUM specialists have developed a new module “Corporate Governance” especially for the United Aircraft Corporation.

In the aviation holding, the formation of an effective system corporate governance is one of important means achieving strategic business goals. Creating a system is impossible without using modern information technologies, allowing you to:

strictly regulated movement of electronic corporate governance documents between JSC UAC and its subsidiaries and dependent companies (SDCs);
transparency of the procedures carried out and control of performance discipline;
formation of a centralized secure repository of electronic corporate governance documents with appropriate differentiation of access rights to it.

“In the course of business development in the Corporation, the need arose to modernize the internal information space, to ensure centralized storage of all documents in in electronic format, quick and convenient work with them, control of deadlines and quality of execution of decisions,” said A. V. Tulyakov, Executive Vice President of JSC UAC.

To organize the process and make decisions on the choice of EDMS, system supplier and services for its implementation, a commission was formed, which included representatives of the Corporation’s management. She needed to evaluate the potential capabilities of existing ECM systems on the market, project teams for development and implementation, taking into account the optimal ratio of price, time, and quality of services provided.

“First of all, the availability of standard functionality related to the automation of corporate governance document flow was assessed, taking into account the requirements of Russian legislation in this area. In fact, it turned out that there are no electronic document management systems on the market that implement this functionality,” comments S. N. Konosov, Director for Corporate Governance of JSC UAC.

Based on the results of the work of the selection committee, preference was given to the DIRECTUM solution. Business process analysis and system design began at the end of August 2012.

A new module “Corporate Governance” was developed especially for JSC UAC, which is focused on working with such events as meetings of the Boards of Directors, Management Boards, Committees, general meetings Shareholders and ensures the next stages life cycle events:

planning meetings for the corporate year;
preparation and holding of meetings;
control over the implementation of meeting decisions.

To date, the project for implementing the “Corporate Governance” module of the EDS DIRECTUM at JSC UAC has been completed. Thanks to the implementation of DIRECTUM, the following tasks were achieved in the Corporation:

automation documentation support corporate governance processes related to planning, organizing and conducting corporate events of JSC UAC and its subsidiaries and dependent companies (SAC);
monitoring the execution of decisions made and the exchange of information between participants in processes within a single electronic information space;
formation of a centralized repository of electronic corporate governance documents that provides support for the information policy of JSC UAC in the field of corporate governance and implementation of the practice of introducing new participants in corporate governance processes;
display of corporate events in general calendar, providing a visual assessment of the number and duration of activities over a period of time. Introduction of color gradation of events depending on the stage of the event life cycle. Providing flexible control of the volume of displayed information in various sections. Synchronization with personal MS Outlook calendar;
control of intersections of corporate events and their intended participants.

At the moment, the DIRECTUM system employs not only employees responsible for organizing and conducting meetings of collegial management bodies (Corporate Governance Department, Corporate Secretariat), but also participants in these meetings, as well as executors of the decisions made. It is also planned to integrate the “Corporate Governance” module of DIRECTUM with electronic document management systems used in subsidiaries, in terms of issuing instructions on decisions made at meetings and sessions of collegial bodies of JSC UAC.

“In January 2014, in addition to commissioning industrial operation The Directum EDMS of the “Corporate Governance” module has launched a subproject for the implementation of the “Directum: Office Work” module in terms of processing incoming, outgoing and organizational and administrative documents, issuing instructions and monitoring their execution. According to the approved plan, a subproject for the implementation of the module “Directum: Contract Management” is being implemented, including integration with those available at JSC UAC information systems 1C and Oracle Hyperion,” said the director of the IT department A.G. Timoshkin.

For 2014-2015, it is planned to introduce a tender management system, including integration with the trading platform, as well as the implementation of the ability to remotely work with documents using mobile devices.

Other events

The future creators of the CR929 airliner defended their diplomas from aviation universities in Russia and China

All documents are in accordance with new edition Civil Code of the Russian Federation.
Charters (16 options).
Regulations on the bodies of the company.
Documentary support of the general meeting of participants.
Documentary support for the alienation of a participant’s share to a third party and another participant in the company.
Documentary support for the company's redemption of a participant's share.
Protocols and agreements on the establishment of a company.

Section I

STATUTES. ALIENATION OF A PARTICIPANT'S SHARE TO THIRD PARTIES AND OTHER PARTICIPANTS IS ALLOWED WITH THE CONSENT OF THE COMPANY (GENERAL MEETING OF PARTICIPANTS)

Chapter 1
In society there is no audit commission and permanent auditor

Charter 1.1 Major transactions are not approved
Charter 1.2 Major transactions are approved

Chapter 2

Charter 2.1 No permanent auditor
Charter 2.2 There is a permanent auditor

Section II

STATUTES. ALIENATION OF A PARTICIPANT'S SHARE TO THIRD PARTIES AND OTHER PARTICIPANTS IS ALLOWED WITH THE CONSENT OF THE COMPANY PARTICIPANTS

Chapter 3
The company does not have an audit commission or constant audit

Charter 3.1 Major transactions are not approved
Charter 3.2 Major transactions are approved

Chapter 4
The company creates an audit commission and approves major transactions

Charter 4.1 No permanent auditor
Charter 4.2 There is a permanent auditor

Section III

STATUTES. ALIENATION OF A PARTICIPANT'S SHARE TO THIRD PARTIES IS NOT ALLOWED

Chapter 5
Alienation of a participant's share to another participant is permitted with the consent of the company (general meeting of participants). The company does not have an audit commission or constant audit

Charter 5.1 Major transactions are not approved
Charter 5.2 Major transactions are approved

Chapter 6
Alienation of a participant's share to another participant is permitted with the consent of the company (general meeting of participants). The company creates an audit commission and approves major transactions

Charter 6.1 No permanent auditor
Charter 6.2 There is a permanent auditor

Chapter 7
Alienation of a participant's share to another participant is permitted with the consent of the company's participants. The company does not have an audit commission or permanent audit.

Charter 7.1 Major transactions are not approved
Charter 7.2 Major transactions are approved

Chapter 8
Alienation of a participant's share to another participant is permitted with the consent of the company's participants. The company creates an audit commission and approves major transactions

Charter 8.1 No permanent auditor
Charter 8.2 There is a permanent auditor

Section IV

REGULATIONS ON THE BODIES OF THE SOCIETY

Regulations on the board of directors for a company without an audit commission (9).
Regulations on the board of directors for a company with an audit commission (10).
Regulations on the sole executive body (general director) (11).
Regulations on the Audit Commission (12).

Section V

DOCUMENTS OF THE GENERAL MEETING OF PARTICIPANTS

Chapter 13
Including issues on the agenda and nominating candidates to public bodies

Proposal to include an issue on the agenda of the general meeting of participants (13.1).
Proposal to nominate a candidate for a position general director (13.2).
Proposal to nominate candidates for members of the board of directors (13.3).
Proposal to nominate candidates for members of the audit commission (13.4).
Notification of the general meeting of participants (13.5).
Written consent of the candidate for election to the body of the company (13.6).

Notifications of the board of directors of the company about the refusal to include proposed issues in the agenda and candidates in the list of candidates for voting for elections of company bodies
Notification of the board of directors of refusal to include the proposed issue on the agenda of the general meeting of participants (14.1).
Notification of the board of directors of refusal to include a candidate in the list of candidates for voting for the election of the sole executive body (14.2).
Notification of the board of directors about the refusal to include candidates in the list of candidates for voting for the election of members of the board of directors of the company (14.3).
Notification of the board of directors about the refusal to include candidates in the list of candidates for voting for the election of members of the audit commission of the company (14.4).

Minutes of the next general meeting of participants in full-time. Combines logbook and questionnaire (15.1).
Minutes of the next general meeting of participants in person. Ballot papers (15.2) are used.
Journal of registration of participants of the general meeting (15.3).
Questionnaire for voting at the general meeting of participants (15.4).
Minutes of the general meeting of participants in absentia. Increase authorized capital due to additional contributions made by participants (15.5).
Minutes of the general meeting of participants in absentia. Approval of the results of additional contributions made by participants (15.6).
Ballot for voting at the absentee general meeting of participants. Increasing the authorized capital due to additional contributions made by participants (15.7).
Ballot for voting at the absentee general meeting. Approval of the results of additional contributions made by participants (15.8).

Chapter 17
Options for profit distribution decisions

Full version of profit distribution (16.1).
Average profit distribution option (16.2).
Short version of profit distribution (16.3).
Minimum option for profit distribution (16.4).

Section VI

DOCUMENTARY REGISTRATION OF ALIENATION OF A PARTICIPANT'S SHARE

Chapter 17
Documentary registration of alienation of a participant’s share to a third party with the consent of the company

Notification of the company by an individual participant about the alienation of his share to a third party (17.1).
Notification of the company by a legal entity participant about the alienation of its share to a third party (17.2).
Minutes of the general meeting of participants with the question of the company’s consent to the alienation of the participant’s share to a third party (17.3).
Minutes of the general meeting of participants with the question of the company’s refusal to alienate the participant’s share to a third party (17.4).
Minutes of the general meeting of participants with the question of the company’s consent or refusal to alienate the participant’s share to a third party (17.5).
Notification of a participant about the company’s consent to the alienation of his share to a third party (17.6).
Notification of a participant about the company’s refusal to give consent to the alienation of his share to a third party (17.7).
Notification of the participant that the company has not refused to give consent to the alienation of its share to a third party (17.8).
Member requirement individual on the company’s redemption of its share (17.9).
Member requirement legal entity on the company’s redemption of its share (17.10).

Chapter 18
Documentary registration of the alienation of a participant’s share to another participant with the consent of the company

Notification of the company by an individual participant about the alienation of his share to another participant of the company (18.1).
Notification of the company by a legal entity participant about the alienation of its share to another company participant (18.2).
Minutes of the general meeting with the question of giving the company’s consent to the alienation of a participant’s share to another participant of the company (18.3).
Minutes of the general meeting with the issue of the company’s refusal to alienate the participant’s share to another company participant (18.4).
Minutes of the general meeting of participants with the question of the company’s consent or refusal to alienate the participant’s share to another participant of the company (18.5).
Notification of a participant about the company’s consent to the alienation of his share to another company participant (18.6).
Notification of a participant about the company’s refusal to give consent to the alienation of his share to another participant (18.7).
Notification of a participant about the absence of a refusal by the company to give consent to the alienation of its share to another participant of the company (18.8).
Request by an individual participant for the company to redeem his share (18.9).
Request of a participant of a legal entity for the company to buy out its share (18.10).

Chapter 19
Documentary registration of the alienation of a participant’s share to another participant with the consent of the company’s participants

Notification of the company by an individual participant about the alienation of his share to another participant of the company (19.1).
Notification of the company by a legal entity participant about the alienation of its share to another company participant (19.2).
Notification of a participant about the participant’s consent to the alienation of his share to another participant in the company (19.3).
Notification of a participant about the participant’s refusal to give consent to the alienation of his share to another participant (19.4)
Request by an individual participant for the company to redeem his share (19.5).
Request of a participant of a legal entity for the company to buy out its share (19.6).

Section VII

PARTICIPANT'S REQUIREMENTS FOR REDEMPTION BY THE COMPANY OF HIS SHARE

Chapter 20
The company's charter does not allow the alienation of a participant's share to third parties, and the remaining participants of the company refused to acquire the participant's share

Request by an individual participant for the company to redeem his share (20.1).
Request of a participant of a legal entity for the company to buy out its share (20.2).

Chapter 21
According to the company's charter, alienation of a participant's share to third parties is permitted with the consent of the company or the company's participants. This consent was not obtained

Request by an individual participant for the company to redeem his share (21.1).
Request of a participant of a legal entity for the company to buy out its share (21.2).

Chapter 22
According to the company's charter, alienation of a participant's share to another participant is permitted with the consent of the company or the company's participants. This consent was not obtained

Request by an individual participant for the company to redeem his share (22.1).
Request of a participant of a legal entity for the company to buy out its share (22.2).

Chapter 23
The general meeting of participants adopted decisions that give rise to the right of the company's participants to demand the redemption of their shares in the authorized capital of the company.

Decision to approve a major transaction

Request by an individual participant for the company to redeem his share (23.1).
Request of a participant of a legal entity for the company to buy out its share (23.2).

Decision to increase the authorized capital

Request by an individual participant for the company to redeem his share (23.3).
Request of a participant of a legal entity for the company to buy out its share (23.4).

Section VIII

CONTRACTS AND DECISIONS ON THE ESTABLISHMENT OF A COMPANY

Chapter 24
Shares in the authorized capital of the company being founded are paid for in money

Agreement on the establishment of a company (24.1).
Minutes of the meeting of founders (24.2).

Chapter 25
The shares of the company being founded are paid for in money and other property

Agreement on the establishment of a company (25.1).
Minutes of the meeting of founders (25.2).

The meaning of the term “corporate governance” has ceased to be a mystery in the business environment. Now no one argues that corporate governance is important, that it is needed to increase the efficiency and value of a business. Moreover, the elements and principles of corporate governance are beginning to be applied in other areas of human activity, in the work government agencies For example. Nevertheless, even now, when discussing the benefits of corporate governance, people ask themselves and others approximately the same questions: how to quickly introduce best corporate governance practices into a company? How to assess the quality of corporate governance in a company? Are there simple and easily applicable criteria for comparing the quality of corporate governance across companies?

And Kazakhstan, it seems, became the first country (or at least one of the first countries) in the world in which, when searching for answers to these questions, the words “unification” and “standardization” were first heard. By establishing uniform standards of corporate governance, we thereby create a dual-purpose mechanism: with its help, companies, on the one hand, can quickly implement the best known and formalized corporate governance practices, and on the other hand, they have the opportunity to compare the quality of corporate governance among each other . But unified corporate governance standards are valuable not only for companies. Investors and other stakeholders, having knowledge of such standards, receive a quick tool for assessing the quality of corporate governance in different companies. And at the same time, investors begin to save their time and effort, knowing that all companies using such standards use the same procedures and types of documents.

But having said the word “standards”, we very quickly begin to ask ourselves the following question: is it possible to automate the implementation of standards? And the answer to this question also arose in Kazakhstan: ALMABOARD is the country’s first IT platform for automating corporate governance processes and unifying documents generated during corporate governance.

ALMABOARD is aimed at automating the work of the company's collegial bodies - the board of directors, the board of directors, committees of the board of directors and the management board. The first commercial version of the application is designed to optimize and speed up (if necessary) the following processes:

planning meetings of the collegial body; notification of meetings of the collegial body;
studying materials on the agenda of the meeting; consideration of issues on the meeting agenda;
holding meetings, including remote participation in them from any geographical location in the world where there is a suitable connection;
drawing up minutes of the meeting; signing and endorsement of the minutes of the meeting, including using an electronic digital signature (EDS);
monitoring the execution of decisions recorded in the minutes of the meeting;
creating a history of preparation and consideration of each individual issue on the meeting agenda;
formation of a secure archive of materials on the agenda items of the meeting.

It goes without saying that when developing ALMABOARD, considerations to ensure the confidentiality of information, as well as the wishes of specialists in the field of corporate governance, were taken into account.
The ideological inspirers of the project are Sanzhar Altaev and Aidar Myrzakhmetov representing the ALMACLOUD company, and the SB Sberbank of Russia JSC became a pioneer in the implementation and operation of ALMABOARD.

Among competitive advantages ALMACLOUD with their ALMABOARD platform, in comparison with foreign analogues, the following can be distinguished:

territorial accessibility to the client (which significantly increases the speed of providing technical support and ensures it high level);
unlimited number of licenses provided to the client (while maintaining the same product price);
an individualized approach to each client with modification of ALMABOARD to the specifics of his work;
ease of use, clear interface, access from tablet and smartphone.

Azamat Dzholdasbekov, member of the board of directors - independent director of ForteBank JSC:

“In any process, fragmentation into basic elements and their simplification, unification, “templateization,” standardization are the shortest and most effective ways to increase labor productivity. Corporate governance is no exception. By generalizing, standardizing and introducing best practices in routine corporate governance processes, we thereby free up the time of members of collegial bodies for more intellectually complex, including creative, processes, primarily for a comprehensive, thorough consideration of those within our competence current issues activities joint stock company and to make informed, objective and optimal decisions on these issues.”

Birzhan Nazhmidenov, corporate secretary, head of service corporate secretary JSC "ForteBank":

“Our bank is a follower of the best global practices of corporate governance, and coupled with the intention of further improving the processes of interaction between the bank’s bodies, we decided to improve the existing software solutions, providing automation of the work of collegial bodies. When selecting potential suppliers, we paid attention to ALMACLOUD, a local developer, as this factor is important in the process of further interaction. The decision on choosing a supplier has not yet been made, but I think that enthusiasm and the ability to understand the client will determine the prospects of the ALMACLOUD team.”

Artem Shataev, corporate secretary of VTB Bank (Kazakhstan) Subsidiary JSC:

“The electronic voting system implemented in the subsidiary JSC VTB Bank (Kazakhstan) significantly increased the efficiency of the work of collegial bodies and ensured the adoption of timely decisions. The use of an electronic voting system allows us to improve the process of communication between the corporate secretary and members of the board of directors in real time.”

It is attractive that the automation of corporate governance processes and the unification of documents generated during it allows us to stop looking at corporate governance as something cumbersome and extremely complex. This means that Kazakh business has the opportunity to quickly apply best practice in this area. And so do investors.

Thus, automation of corporate governance is new and one of the most effective ways improving the management of the organization.

One of the country's largest holdings has completed a project to implement an electronic document management system. DIRECTUM specialists have developed a new module “Corporate Governance” especially for the United Aircraft Corporation.

In an aviation holding company, the formation of an effective corporate governance system is one of the important means of achieving strategic business goals. Creating a system is impossible without the use of modern information technologies that make it possible to:

strictly regulated movement of electronic corporate governance documents between JSC UAC and its subsidiaries and dependent companies (SDCs);
transparency of the procedures carried out and control of performance discipline;
formation of a centralized secure repository of electronic corporate governance documents with appropriate differentiation of access rights to it.

“During the development of business in the Corporation, the need arose to modernize the internal information space, to ensure centralized storage of all documents in electronic form, quick and convenient work with them, control of timing and quality of execution of decisions,” said Executive Vice President of JSC UAC A. V. Tulyakov.

“First of all, the availability of standard functionality related to the automation of corporate governance document flow was assessed, taking into account the requirements of Russian legislation in this area. In fact, it turned out that there are no electronic document management systems on the market that implement this functionality,” comments the Director of Corporate Governance of the OJSC "UAC" S. N. Konosov.

Based on the results of the work of the selection committee, preference was given to the DIRECTUM solution. Business process analysis and system design began at the end of August 2012.

A new module “Corporate Governance” was developed especially for JSC UAC, which is focused on working with such events as meetings of the Boards of Directors, Management Boards, Committees, general meetings of Shareholders and provides the following stages of the life cycle of events:

planning meetings for the corporate year;
preparation and holding of meetings;
control over the implementation of meeting decisions.

automation of documentation support for corporate governance processes related to the planning, organization and conduct of corporate events of JSC UAC and its subsidiaries and affiliates;
monitoring the execution of decisions made and the exchange of information between participants in processes within a single electronic information space;
formation of a centralized repository of electronic corporate governance documents that provides support for the information policy of JSC UAC in the field of corporate governance and implementation of the practice of introducing new participants in corporate governance processes;
display of corporate events in a general calendar, providing a visual assessment of the number and duration of events over a period of time. Introduction of color gradation of events depending on the stage of the event life cycle. Providing flexible control of the volume of displayed information in various sections. Synchronization with personal MS Outlook calendar;
control of intersections of corporate events and their intended participants.

At the moment, the DIRECTUM system employs not only employees responsible for organizing and conducting meetings of collegial management bodies (Corporate Governance Department, Corporate Secretariat), but also participants in these meetings, as well as executors of the decisions made. It is also planned to integrate the DIRECTUM "Corporate Governance" module with electronic document management systems used in subsidiaries, in terms of issuing instructions on decisions made at meetings and sessions of collegial bodies of JSC UAC.

"In January 2014, in addition to putting into commercial operation the EDMS Directum module "Corporate Governance", a subproject for implementing the module "Directum: Office Work" was launched in terms of processing incoming, outgoing and organizational and administrative documents, issuing instructions and monitoring their execution. The subproject is being implemented according to the approved plan implementation of the module "Directum: Contract Management", including integration with the 1C and Oracle Hyperion information systems available at JSC UAC," said A. G. Timoshkin, director of the IT department.

Enterprise Content Management Systems (ECM)

The above definition of EDMS is a translation of the term EDMS (Electronic Document Management System, management system electronic documents), which was widely used in the West in the 90s. At the same time, the IDC wording specified that these documents are usually stored in special repositories or in the file system hierarchy. File types supported by EDMS include text documents, images, spreadsheets, audio and video data, Web documents. General EDMS capabilities include: document creation, access control, conversion and data security. At the beginning of this decade, AIIM (Association for Information and Image Management, the most authoritative international industry association in the field of information and document management) introduced a new, widely used and generally accepted concept today:

Enterprise Content Management (ECM)-- corporate content management ( information resources companies).

As AIIM puts it, ECM is an umbrella term that encompasses the strategies, organizational practices, and tools used to collect, capture, administer, store, archive, and deliver content related to an organization's key processes. Expanding on the concept of ECM, analyst firm Gartner today defines it as the strategic infrastructure and technical architecture to support an organization's unified content lifecycle.

Within the framework of the ECM concept, document flow is considered as one of the tasks of ensuring work with corporate information. Supporters of this approach are mainly Western developers. And although in Russia the demand for such technologies is still in the formative stage, many domestic EDMS have already implemented various ECM components:

Document management,

Document image management,

Long-term storage of documents,

Workflow management,

Collaborative work with documents.

Enterprise content management systems are designed to solve critical IT problems related to the management, storage and integration of documents and other unstructured information contained in various automated systems and business applications used in the enterprise. ECM technologies are aimed at supporting work with data various types and formats throughout their entire life cycle. Thanks to the implementation of an ECM system, the organization’s operating efficiency is increased, operating costs are radically reduced, and the quality of employee collaboration is improved.

Basic functionality ECM:

· document management (Document Management) - export-import, version control, security and library services for business documents;

· document image management (Document Imaging) - capture, transformation and management of paper documents;

· records management (Records Management) or, in accordance with the latest translation of the IEEE 15489 standard (GOST R ISO 15489-1-2007), “document management” - long-term archiving, automation of retention policies and regulatory compliance, ensuring compliance with legislative and industry standards;

· Workflow management - supporting business processes, transferring content along routes, assigning work tasks and states, creating audit logs;

· web content management (WCM) - automation of the webmaster role, management of dynamic content and user interaction;

· multimedia content management (DAM) - management of graphic, video and audio files, various marketing materials, for example, flash banners, commercials;

· Knowledge Management - support for systems for accumulating and delivering business-relevant information;

Document-oriented interaction (Collaboration) -- collaboration users with documents and support for project teams.

Today, ECM systems are represented quite widely on the Russian market. According to IT market research by DSS Consulting, the leading software products on the ECM market are:

DOCUMENTUM, OPEN TEXT, FILENET.

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