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Recalibrating the Dialogue on Strategy Development

October 13th, 2014 | By

Rethink strategy. Briefly, that sums up the message in NACD’s new Blue Ribbon Commission Report on Strategy Development released today at the 2014 Board Leadership Conference. It is well known that the operating marketplace is fast-paced, volatile, and more dynamic than ever before. Companies must be able to react to disruptive forces quickly and correctly–the inability to do so is a real risk to an organization’s health and longevity. And yet, the role of the board in strategy has not evolved to meet the accelerated pace of business. Many boards still oversee strategy development with a “review and concur” approach: management creates a fully formed strategy that is presented to the board for approval with little discussion, and reviewed on an often annual basis.

How, then, can boards become more engaged in the strategy development process without crossing the line into management’s purview? To answer this question, earlier this year NACD convened a group of leading directors, strategy experts, and investors. At the second panel of the day, commission co-chair Raymond Gilmartin, former chairman, president, and CEO of Merck, commissioner Barbara Hackman Franklin, director of Aetna, and Bill McCracken, former chairman and CEO of CA, discussed with Wall Street Journal’s Management News Editor Joann Lublin the key recommendations from the report. These include:

Move to a higher level of engagement in the strategy formulation process. Gilmartin noted that moving past the “review and concur” model is important in light of unpredictability, uncertainty, and the unthinkable. “As directors, we are responsible for the creation of shareholder value, and also the long-term survival of the firm,” noted Gilmartin. “Failure in strategy is the reason why firms fail.”

Engage early with management, and continually. As strategy is formulated and reformulated, Franklin observed that boards need to engage on the underlying assumptions, strategic alternatives that are being considered, the risks involved, and how you manage success or not. And after there is concurrence with the board and management, at every board meeting there should be an update. “In effect, the strategy discussions are going on all year,” summarized Franklin.

Prepare for the future. In addition to becoming more engaged in strategy, McCracken stressed the importance of preparing for the future. Board agendas should be created to discuss the environment, competitors, and opportunities for innovation. “Often, activist investors are coming after [boards] for a lack of bold innovation on the behalf of directors.”

Putting It Into Practice

Panelists also discussed how they have incorporated the report’s recommendations at their respective boards. These areas include:

Director Knowledge and Education

Optimal engagement in strategy development necessitates that directors have the knowledge and context to understand the information presented by management, which requires continual education. From his experience on the board of General Mills, Gilmartin encouraged directors to visit plants and operations to gain context and the ability to interpret reports. Boards need to have a framework to interpret current events, and a common language so that they can discuss it with management.

Board Composition

Gilmartin stressed that boards “really must understand what the capabilities are and what skills are needed to effectively oversee this strategy.” While the board of General Mills does not use individual director evaluations to assess director effectiveness, Gilmartin believes that because of the interactiveness of the board “director evaluation occurs in every meeting with how they participate.”  

Director Time Commitment

Board agendas are packed with little time for discussion–how can directors be encouraged to make the time for more engagement in strategy development? “A board that makes strategy a priority will spend the time on it–this doesn’t require persuasion,” observed Franklin. From her experience, the shift to becoming more engaged in strategy didn’t happen overnight at Aetna. Now the process begins with several meetings on underlying assumptions to the strategy that leads to a full day session on the plan. Once we get to the [full day] meeting we all own it–not just management. After selecting a strategy, the Aetna board receives an update on the plan at every meeting and a deep dive on one element of the strategy.

Board/C-Suite Relations

Panelists noted that as the board moves to a more engaged role in strategy development, management may feel defensive or territorial. Having served as both the non-executive chair and then CEO of CA, McCracken has experienced this situation from both viewpoints. As non-executive chair, McCracken observed: “I set up things for the board to engage more in strategy once I became CEO.” To move CA from a mainframe company to the cloud, McCracken created a task force of directors who knew the industry best and experts from management–encouraging the board to become more engaged. “Then when I was CEO,” McCracken recalled, “the then-elected chair asked me ‘what do you think of this activist board’? I said: I created it–I’ll have to live with it.

The Report of the NACD Blue Ribbon Commission on Strategy Development can be found at the NACD Library.

Keynote Address: Carlos Watson, Tales From a Silicon Valley Start Up

October 12th, 2014 | By

Carlos Watson is coming off a good week. Last Monday, it was announced that Ozy, Watson’s news and culture website, received a $20 million investment from German media company Axel Springer. Ozy–which just turned one-year old–previously had raised a few million dollars.

Carlos Watson at NACD Annual Conference

Named after Percy Bysshe Shelly’s sonnet “Ozymandias,” Ozy is attempting to take the world of digital media by storm. With the hope of bridging the gap between seemingly disparate pieces of information, Watson has created an online news source aimed at the millennial generation. According to Watson, the goal was to “be the daily digital brief that could catch people up and vault them ahead.” During his keynote address to NACD’s 2014 Board Leadership Conference, Watson shared his views on this year’s theme–conducting business “beyond borders”–and his “lessons learned” from his start up, or as he put it: “The good, the bad, the ugly, and the really ugly.”  These lessons include:

  1. Design. Watson believes in the aesthetic hypothesis set by Apple, Nest Thermostats, Vogue magazine, and others: Design matters. According to Watson, good design is more than a “nice to have,” it is essential in the value proposition and is exemplified on Ozy’s site.
  1. Importance of good partners. A game-changer for Ozy was when “old media” companies realized that change was happening, and needed to partner with “new media.”
  1. How global the opportunity is. At its inception, Watson’s goal for Ozy was to have one million viewers at the end of its first year. Today, Ozy has five million viewers in one month–from around the world. “The interest from non-U.S. players is significant and exciting.”
  1. Not good, but great people. Watson interviewed 400 people to hire Ozy’s first 50 employees across all the continents. Hiring and retaining the very best employees is a challenge for both mature companies and young start ups.
  1. What it means to work hard. Watson’s mother told him: “I never want to hear that someone outworked my kids.” According to Watson: “In a world of Uber and Lyft, Square and Dropbox, start ups have become sexy. People miss how hard you have to work in order to make those companies come alive.” In fact, one of Watson’s greatest struggles is communicating to people that Ozy will not become Facebook overnight– it will take time.
  1. The Importance of Being Relentlessly Well-Organized. Mountain View, California–the location of Ozy’s headquarters–is the new capital of Silicon Valley. Surrounded by companies such as Google, LinkedIn, and Whatsapp, Watson is able to observe what creates success in start ups. For founders of young start ups it may not come easily, but being well-organized is a great differentiator in those who are successful.
  1. Supersize your dreams. Watson believes “every month, you have to think about how you are going to put yourself out of business.” By doing so at Ozy, it  ensures that the editorial work gets stronger every day, that the product gets better, that marketing improves.
  1. Importance of good “vibes” and chemistry. You hear so much about hard skills and talent, but would I actually enjoy being here with this person 5-6 days straight?” Watson encouraged companies to look for not just talent and skills, but also “good vibes.”
  1. Have the “Luck of the Irish.” Neither Watson nor his partner are of Irish descent. While they have worked incredibly hard, Watson recognizes and appreciates that he has benefitted from luck, good fortune, and serendipity.
  1. Have the right concept. With Ozy, Watson believed he had the right idea, even if news was struggling. When pitching his idea to investors, evening news programs were failing, and native digital media properties were not attractive to Silicon Valley investors. With conviction in his concept, Watson was able to attract initial investors.
  1. Hire a (great) CFO and head of human resources (HR) earlier. The biggest thing Watson would have done differently is hire a terrific CFO and HR director earlier in Ozy’s lifecycle. Ozy grew so quickly that they needed the support. “I think HR is sexy again,” said Watson.

How Can Companies Improve the Usefulness of Disclosures to the Investor Community?

May 1st, 2014 | By

In March, the National Association of Corporate Directors, KPMG’s Audit Committee Institute, and Sidley Austin co-hosted the latest meeting of the Audit Committee Chair Advisory Council. Delegates were joined by analysts from Moody’s Analytics and Morgan Stanley, as well as leadership from Financial Accounting Standards Board (FASB) and the Public Company Accounting Oversight Board (PCAOB). The group discussed how investors and ratings agencies use financial statements in their assessment of corporate performance, the audit committee’s role in helping to ensure the quality of the company’s financial disclosures, and ongoing FASB and PCAOB projects.

As detailed in the summary of proceedings, the discussion addressed several factors that can diminish the utility of financial disclosures, including high volume as a result of duplication, “boilerplate” disclosures, and the timing of releases. Dialogue yielded the following suggestions for how companies might improve the usefulness of disclosures to the investor community:

  • Expanded reporting at the business unit, segment, or geography level. “We want to see performance data at a more granular level in order to develop a view of the company’s future growth prospects.”
  • Providing data that shows trends over multiple years. “Understanding trends over 2, 3, 5 years tells a fuller story. One of my pet peeves is when a company’s MD&A includes comparative data only from the previous year. Investors want more context.”
  • Using more charts and visuals. “Visuals can deliver a wealth of information using very little real estate in the financial statement.”
  • Including more forward-looking disclosures. “Investors and rating agencies are trying to assess and project future valuations of the company. I’d be in favor of more safe harbors [in this area] if it would encourage companies to offer more forward-looking information.”

For the full day’s discussion and proposed council action items, click here to read the summary of proceedings.