the englobe system is a global corporate entities ... · summary description of the englobe system...

The EnGlobe System is a Global Corporate Entities Management, Enterprise Governance, Contracts Management, Document Building, Automation and Management, Intellectual Property and Securities Management Software System

EnGlobe

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Summary Description of the EnGlobe System The EnGlobe System is a Global Corporate Entities Management, Enterprise Governance, Contracts Management, Document Building, Automation and Management, Intellectual Property and Securities Management Software System. A summary description of the EnGlobe System is given in this section.

The EnGlobe System – a Global System EnGlobe is a substantive, unified and truly global solution for Corporate Entity Management and Corporate Governance. A pure web RIA (Rich Internet Application) system, it formally parameterizes all known entity types, sets-out logically and organically all known securities, includes and self-fills all applicable

regulatory forms and e-filings, governs all management bodies, meetings, minutes and agendas, streamlines all intellectual property management and tracking tools, provides all document automation and management systems and addresses all security, workflows, audits and reports to the most stringent compliance requirements and standards.

Uniting, in a superbly architected and executed software environment, the world's most comprehensive business entities management system, a contracts

EnGlobe


and agreements management system of superlative power and granularity, a uniquely complete business assets and intellectual property management system coupled to one of the most complete securities management systems, EnGlobe epitomizes modern thinking in the fields of compliance and subsidiary governance worldwide.

EnGlobe has no boundaries… It can manage an American corporation or Limited Liability Company, a French S.A. or S.A.S, a Canadian Association, Trust or Insurance Company, a British PLC, Common hold Company or Crown Corporation, a German Personengesellschaft or Kapitalgesellschaft or a Malaysian Bank or LLP, all with equal precision and rigor and all with definitive answers to all regulatory and compliance concerns.

And as for compliance in a world where the rules are ever changing, the configuration flexibility of rules within EnGlobe are such that the solution allows administrators to manage rules directly, without additional development. Whether it is for document auditing and retention under Sarbanes-Oxley, or concurrent mandate limits for French NRE rules, or determining filing requirements for FATCA, EnGlobe adapts perfectly.

The EnGlobe System – a Unified System All functionalities, features, engines and frameworks of the EnGlobe system are designed and developed by Corporatek. Therefore, they do not require any additional utilities or software components from third-parties including, and without limiting the generality of the foregoing, the organizational charting and diagramming system, the reporting and auditing systems, the workflows design and execution system, the search engines, the template coding system, the automated document production, statutory and regulatory forms building systems, the business rules creation and execution system, as well as document management, in addition to two-way integration mechanisms with other information systems.

Such global and unique characteristics of the EnGlobe system confer upon the User Organization many important benefits and advantages, as well as substantial savings, such as:

Corporatek is fully responsible of the whole system

The coherence of the system is complete

The system interface is consistent and homogeneous

Updates and upgrades are conducted for one unique system and not for multiple different systems and add-ons

Installation, implementation and configuration services are conducted for one and only one system

System documentation is unified

Training of administrators and users is conducted for one truly global system

Change activities converge towards one system

User adoption of the new system is extremely simplified.

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General Characteristics of the EnGlobe System Global system with worldwide coverage of jurisdictions and legal entity

types

Full-web multi-platform multi-browser Rich Internet Application System with absolutely no footprint on client computers

Support for an adjunct handheld mobile iOS-based board portal – GlobalBoards™

Support for access by handheld mobile iOS-based devices – EnGlobe™ Mobile

User interface in four (4) languages – English, French, Spanish and German – with capability for user-defined languages

Expansive coverage of the system’s application domains

Entity Profiler engine to define any legal entity type of any jurisdiction in the world, in compliance with applicable legislations and relevant terminologies and availability of more than 300 predefined legal entity types that can be cloned or even edited to adapt to specific requirements

Embedded Workflow Construction and Execution System [ActFlow™ Engine]

Embedded Business Rules Construction and Compliance Check System [IntelliX™ Engine]

Fully-integrated and embedded Reporting System using a unique Interactive Report Designer operating in a quasi-real-time synchronous simultaneous design-time/run-time mode, with full report scheduling and publishing capabilities

Built-in Document Automation and management system [IntelliAct™ Engine]

Unique Custom Topics Constructor to extend the functional coverage of the System

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Integrated Web Form Designer for customization and extension of data entry forms

Unique fully-automated and contextualized Records Events Management sub-system

Fully-automated Form Assistant for highly-assisted data entry

Automatic modulation of the system’s interface as a function of the legal Entity Type, its country and its jurisdiction

Automatic adjustment of the system interface and data based on the User’s culture parameters

Unique Record Approval Process Engine for decentralized deployments

Fully-integrated multi-mode Diagramming and Charting Engine

Fully-integrated Search engines

Integrated Board of Directors Portal for every business entity with IM conferencing capabilities

Integrated Collaboration Portals for the system Users with IM conferencing and discussion threading capabilities

Integrated Datarooms for highly confidential documentary work

Integrated tasking and reminders system

Integrated alerts system

Integrated Calendaring system

Fully-automated dashboards creation and management system

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Multi-level Role-based and User Profile-based security system

Built-in multi-level multi-mode auditing system

Unified system installation, system and content updating and configuration tool [EnGlobe Central Administration Console]

Core Functional Coverage of the EnGlobe System The Core Functional Coverage of the EnGlobe System is depicted in the figure below. To be noted however that the intrinsic extensibility characteristics of the EnGlobe System allow for extending the Core Functional Coverage either organically through the use of EnGlobe’s unique Custom Topics Generator or by interfacing to other enterprise systems through EnGlobe’s built-in API’s.

Entity Management

Comprehensive management of business entities and persons of a given group of business entities and physical persons

Basic management of business entities outside a given group (external business entities)

Comprehensive management of external entities providing services to the business entity (external auditors and legal counsel, banks, agents or proxy holders, registries, business registration centers, etc.)

Comprehensive management of the historical timeline of the business entity legal information, including entering dates and events associated with a registration in the EnGlobe database follow-up through reporting and document production in real time (i.e. point-in-time as per user’s choice)

Management of a business entity lifecycle, from its formation to its cessation, including its articles amendments, long-form and short-form amalgamations, acquisition, split leading to dissolution, split by partial transfer of assets, conversion, etc.

Workflow Management System ActFlow to automate all legal operating procedures of the business entity, including events management (assemblies, appointments, etc.), legal operations and transactions, document and regulatory form production, tasks and assignments creation, notifications and automatic alerts created by a specific event or time lapse

Management of the state of the business entity, based on the legal operations conducted in the application

Comprehensive management of the relationship between business entities managed in EnGlobe and their stakeholders (board members, officers, signatories, incorporators, etc.), through multiple appointment

EntityManagement

Contract Management

Corporate Secretariat

Securities Management

Governance and Compliance

DocumentBuilding

AutomationManagement

Intellectual Property

Reporting Charting

Diagraming

EnGlobeAPIs

Custom TopicsGenerator

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and resignation tools, workflows and the Relationship Crawler, a diagram identifying, point-in-time, the relationship between business entities and persons

Management of Persons files, including their basic information, citizenships, residencies, appointments, as well as their relationships inside and outside a group of business entities or holding

Creation and management of organizational structures, based on the jurisdictional, operational or geographical specifications of a group of business entities and persons, with the ability to produce configurable and exportable diagrams

Management of current and historical legal names

Management of activities of a business entity

Lifecycle management of a business entity

Employees management of a business entity

File management of a business entity.

Corporate Secretariat

Management of appointments and mandates of Boards of Directors’ or Supervisory Boards’ members (or the equivalent according to the legal entity type), of Executives and Officers (or equivalent according to the legal entity type)

Indemnification of Board members and Officers (or equivalent) or of any other person, in order to mitigate risks given a mandate for, or on behalf of, the business entity

Management of Signatories of a business entity, mainly for legal documents, transactions conducted in the normal course of business, bank accounts and entity establishments

Management of Committees of a business entity, such as the Executive Committee, Audit Committee, Appointment and Compensation Committee, etc.

Comprehensive management of assemblies and meetings of a business entity, by manual entry or workflow

Management of mandates of external auditors

Portal for Board of Directors (or equivalent) to optimize meetings, by centralizing in one location all relevant documents required to conduct meetings equipped with a Virtual Meeting Room to conduct voting, connected from a work station, or a mobile device.

Governance and Compliance

Management of filings and filing rules necessary along with details related to those filings, complete with an automated tasking system, including recurrences and reminders

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Management of by-laws, regulations and resolutions of business entities

Management of business rules, as stipulated in by-laws and regulations of business entities, with compliance check through the EnGlobe Compliance Auditor

Tracking of concurrent mandates of board members (or equivalent) and officers (or equivalent) as per the applicable regulations of the jurisdiction, through alerts, reports and integrated workflows

Management of registrations of business entities at global level

Management of business names, assumed names of various jurisdictions around the world, as well as DBAs

Management of tax registrations

Production and management of statutory forms through IntelliAct, the Document Automation System, and through workflows from the Workflow Management System ActFlow

Annual report production through the Document Automation System IntelliAct, and through workflows from the Workflow Management System ActFlow

Management of the process to approve financial statements through the Document Automation System IntelliAct, and through workflows from the Workflow Management System ActFlow

Management of Insider Reports through the Document Automation System IntelliAct, and through workflows from the Workflow Management System ActFlow

Management of statutory thresholds of held securities through the EnGlobe Reporting System and through workflows from the Workflow Management System ActFlow.

Document Building, Automation and Management

Forms and documents produced using Corporatek’s IntelliAct V and IntelliAct Live add-in integrated with Microsoft Word, part of the IntelliAct™ Document Automation System

Self-filling Statutory and Regulatory forms for produced via the IntelliAct Document Automation System

Batch generation of template-based documents through the “Document Packages” feature of the EnGlobe System

Contextualized document storage per record

Outlook Add-In for direct, contextualized insertion of e-mails and attachments into the relevant company or person file

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Documents versioning

Documents revision history

Documents check-in/check-out

Documents auditing

Documents e-mailing

Documents export to PDF, MS Word, MS Excel and other formats

Documents Approval Workflows

Documents properties and metadata including, but not limited to, classifications, sensitivity levels, inclusions in virtual minute books, effective and retention dates, approval processes, etc.

Document vault produced via the IntelliAct Document Automation System, as well as documents imported into the application in any format, with properties, indexation, and categorization of these documents allowing for an easy search and a granular security in respect to the levels of sensitivity (confidentiality) of these documents

Document search using the advanced EnGlobe search tools.

Contracts Management

Contracts Management provides the User with the following core capabilities:

Identification of the contract, such as its designation, its description, its type, the amount(s) involved and contractual timeline (effective date, expiry date, etc.)

Identification of the parties to the contract, along with their respective roles

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Tracking of the obligations of the parties

Tracking of the financial conditions of the contract, such as schedule of payments, deposits and guarantees

Tracking and management of the contractual lifecycle, such as pre-contractual negotiations, contract registrations, amendments, third party agreements (such as subcontracts, transfers and licenses), penalties, termination and legal proceedings.

Capital and Securities Management

Management of capital and securities, in simple form (capital, holding percentage or voting percentage) or detailed (based on securities transactions), including:

Capital evolution management

Equity capital management

Debt capital management

Securities management

Holders management (securities, debentures, options and warrants)

Provisions management

Transactions management (issuance, transfer, redemption, etc.)

Market values

Financial Management

Management of fiscal periods by importing relevant financial data

Management of financial statements through the Document Automation System IntelliAct, and through workflows from the Workflow Management System ActFlow

Management of Tax Declaration through the Document Automation System IntelliAct, and through workflows from the Workflow Management System ActFlow

Management of bank accounts of the business entity, including account numbers, IBANs, BICs and account signatories

Management of the business assets of the business entity, including its turnover.

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Intellectual Property Management

Management of the entity’s complete Intellectual Property portfolio, including copyrights, trademarks, patents, industrial designs and internet domain names

Management of any other user-defined Intellectual Property topic

Management of classifications, registrations and filings, illustrations, notifications, restrictions, licenses, transfer and proceedings related to Intellectual Property.

Risk Management

Risk management, including litigations, material contracts, governmental filings and authorizations, audit, off balance sheet commitments, merger control, competition and anti-trust proceedings, investigations, and environmental matters

Indemnification management

Insurance policies management.

Reporting

Interactive Report Designer, Scheduler and Publisher

User dashboard, located in the user space, allows the viewing of web parts such as lists, reports, announcements, alerts, tasks, etc.

Entity dashboard, located in the entity portal, allows the viewing of board member and management lists, basic information about the entity, reports, organizational charts related to securities and holdings, etc.

Corporate datasheet containing a summary of information regarding the entity, produced via the IntelliAct Document Automation System

Persons file containing a summary of information concerning the person in relation to the entity managed in EnGlobe, produced via the IntelliAct Document Automation System

List of registrations located in the interface content areas, including the capability of user-defined views

User-defined report engine, based on Corporatek’s IntelliAct technology, allowing the user to create reports based on their specific needs these reports can then be published for viewing and produced with point-in-time accuracy

Availability of pre-defined reports can be produced as-is or can be modified in regards to the needs of the report

Dynamic production, with point-in-time accuracy, of virtual minute books, which are entirely configurable and customizable in relation to the jurisdiction and best practices

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Organizational Diagramming and Charting

Fully-Automated Subsidiaries, holdings and Control Organizational diagrams

Relationships diagrams

Organizational Structures diagram

Graphical timeline tracking the evolution of the entity’s activities in time

Production of graphs describing the capital evolution of an entity, holders, etc.

Graphs representing securities transaction information

Interactive entity, person or contract-centric Relationship Crawler

Geographical mapping of information.

Board Portals, Discussion Forums and Data Rooms

Fully integrated multiple board portals

Handheld mobile access to Board Portals and Board Meetings

Fully-seamless workflows implementations between fixed and mobile board portals.

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The EnGlobe System Attributes In addition to its Functional and Features reach and breadth, the EnGlobe System possesses unique attributes of extensibility, performance, security and availability

The EnGlobe System Extensibility

The EnGlobe System functional extensibility is total in the sense that it covers all extensibility parameters from Custom Topics to Custom Records and Custom Fields and API Interfacing with external Systems. This is achieved using the following capabilities:

The EnGlobe Custom Topics Constructor

The EnGlobe Form Designer

The EnGlobe APIs

The EnGlobe System Performance

The EnGlobe System performance characteristics are also extremely high. Response times are overall under 1 second for almost all operations. Reports, Corporate datasheets, Searches and Production of fully-automated organization diagrams are quasi-instantaneous. The User Experience and productivity gains are greatly enhanced by the EnGlobe System Performance.

The EnGlobe System Security

The Security layers of the EnGlobe System are unparalleled for any system in this application space. They include, in an extremely granular form:

Active Directory authentication

Role-based security

File Groups security

User Profiles security

Document-level security

Field-level Security

In addition to an extremely powerful and comprehensive auditing system.

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The EnGlobe System Availability

The EnGlobe System guaranteed availability is higher than 99.9%

The EnGlobe System Scalability

Both horizontal and vertical scalability can be accommodated by the EnGlobe System. Additions of application servers or increases in a server resources can be used to scale-out to the number and pattern of system usage and system load.

The EnGlobe System has been tested by simulation with 500 virtual Users on a single server and showed a very slowly declining performance curve and absolutely no errors.

Trademarks and Copyrights

EnGlobe™, EnGlobe™ Corporate, EnGlobe™ Framework, EnGlobe™ Mobile, EnGlobe™Net, GlobalAct™, OmniAct™, IntelliAct™, ActFlow™, Intellix™, GlobalBoards™, VDD© [Virtual Data Dictionary], altiSaaS™, VMB© [Virtual Minutes Book], EnAct™, EnAct™ Solo, EnAct™ Elite, EnAct™ Platinum, EnAct™ Platinum Enterprise, EnAct™ Global, WRAS.NET [Web Reporting and Access System], SMB™ [Soft Minutes Book], are trademarks and copyrights of Corporatek Inc.