Online voting has become a time and cost-effective way to make decisions, especially when dealing with time sensitive issues that need immediate attention and when in person decision making is limited by geographic distances between Board members. While voting online is an easy and effective way to make these quick decisions, there are some logistical questions that need to be addressed within its use. While not exhaustive, some of these issues include the “reply all” function, order, number and security of responses.

Reply all. While reply all has become a standard, and often over-used response, it proposes the biggest threatto the integrity of on-line voting.

 1.      If board members are voting using the reply-all function, once the requisite majority have responded affirmatively to the motion, no one else needs to reply as it is clear that their votes do not matter.

2.      The visibility of voting against how other Boardmembers have responded becomes obvious and uncomfortable. This may causemembers not to raise concern or vote against the proposal.

Order. Online voting needs to provideusers with a discussion period that is a safe opportunity to voice concern, ask questions and requestclarification. This should be a group discussion that is prior to a vote, andcan be a great use for a “reply-all” response.

Security of responses. Thereneeds to be an established transparent process for voting and for reporting theresults/minutes of that vote that is secure and safe. This will promote honestand independent voting on each issue.

Based on what othercompanies/organizations are doing, here are some suggestions to consider:

1.       Voting Administrators

 The Board wouldassign one, or more, voting administrator(s) who is responsible to oversee andprocess the online vote as per the agreed protocol (sending out the votingproposals, moderating the ‘reply all’ discussion periods, sending out theballots, receiving the votes, calculating and publishing the results). Thevoting administrator(s) must not disclose any information about the identity ofthe voters or any other information other than the published voting results. Itis recommended, that DEXCOM approve the name of the online votingadministrator(s).

*In short: someone would be incharge of collecting the votes. Voter responses would be sent to them only.

 2.       General Procedure for online voting

 An online vote is initiated by the administrator who sends a voting proposal to the all board members. This is to be followed by an open discussion period. After the discussion period, the administrator sends all board members an ‘online ballot’ whereby voting is accomplished by returning the completed ballots directly and only to the online voting administrator who calculates and publishes the results. Results of online votes become effective immediately following publication of the results unless otherwise stated in the voting proposal.

3.       SpecificProcedure for online voting

3.1   Voting proposal

An online voteis initiated by a voting proposal which states the subject of the motion inquestion. The voting proposal is sent by email to the Board membership privateemail (not publicly or organizationally read email) and must include a clearlyworded motion and sufficient background information, rationale and insight tocontextual issues on the subject of the motion, such that the board members maycome to an informed decision.

The subject line would read“Voting Proposal”.

3.2  Discussion Period

The discussionperiod begins on the date the membership mailing list receives the votingproposal. This is where the “reply-all” option is really valuable, as everyonecan be a part of the discussion; raising questions, making comments, asking foradditional clarification, etc. This is also where people may identify thereasons why they are in favour or against the motion. The discussion periodwill typically last between 2 and 7 business days, and will be set by the DS,acting DS, and/or the Vice Chair. The discussion period should be used todiscuss the motion at hand and form opinions about the options which areavailable for voting.

3.3  Start of Voting

When thediscussion period has finished, an online ballot email is sent to all membersof DEXCOM, and a time line is established for replies. Online votes areanonymous. Board members send their responses only to the Administrator (s).The information as to the members who participated in the vote, will bereported in the minutes. The information mustn’t be used for other purposes andmustn’t be made available to any other people. Voters should be allowed theoption to abstain, for personal or conflictual reasons.

An online ballot email shouldinclude:

a)       ‘DexcomBallot:’ + the subject matter of the motion in the subject line of the email

b)      Themotion to be voted on

c)       Thesupporting text/rationale of the proposal being voted on

d)     The deadline date and time to have the vote returned

e)     No ‘reply all’ function; i.e. all boardrecipients are bcc’d

f)       All motions will require a simple majorityunless otherwise stated