Category: Risk Management

Gutsy Governance for Family Business Boards

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The Family Business Board Volume 2“We can’t afford the cost of harmony!” declared Bruce Dayton, former CEO of the Dayton Company. He was referring to the way Dayton’s family-only board made decisions through a time-consuming process to achieve consensus. He sensed that the accelerating pace of the retail business required a change in the company’s governance model. The year was 1950, and the five Dayton brothers had not yet grown the single department store—inherited from their father—into what would eventually grow to become Dayton Hudson Corporation and later the retail giant Target Corp. “There is a new phenomenon coming called the mall. At present we don’t have the distribution, financing, and real estate know-how to go there. But the longer we wait the harder it will be to get in. And if we don’t go, we will become five brothers owning a smaller and smaller business together.”

The Dayton brothers’ way out of that dilemma, which was courageous at the time, was to compensate for their lack of know-how and clear strategy by bringing in outside expertise onto their board, while making a personal commitment to become students and proponents of excellent corporate governance. They recruited independent directors who could help the company select real estate, raise capital, and set up a multi-store distribution system. They saw reshaping the board as a key first step in developing the strategy and capability needed to pursue an opportunity for exponential growth.

Bruce Dayton provided these insights in an interview with me a few years ago, and his story is included in the newest addition to the NACD Director’s Handbook Series, The Family Business Board, Volume 2: Governance for Agility and Growth, published this month (March 2016). Dayton was ahead of his time. His strategic use of the board is becoming more common among family-owned companies today, as evidenced in the 2015–2016 NACD Private Company Governance Survey: Family Business Boards. The survey showed many points of comparison between the boards of family businesses and public companies, and also revealed that family business boards have their own governance style oriented to the long term. The proliferation of family-business education programs and peer networks for directors of large family-controlled companies, including NACD’s upcoming Advanced Director Professionalism, is empowering more owners to create sophisticated, tailored governance structures that include independent director expertise while also cultivating the family’s continuing contribution to the value of the business.

Family business board development requires a champion and a plan.

The Dayton brothers’ story illustrates important steps on a path to more effective family business governance. Because there may be many obstacles (sometimes political and emotional) to be overcome in advancing the capability and composition of a family business board, the best leaders of board change are usually well-prepared insiders—who have both strong credibility within the company and high levels of trust among the owning family members. NACD’s new handbook is designed for these “board champions” who want to spark development and expand the capability of an existing board to help the business meet new challenges. The handbook suggests strategies for addressing common sources of resistance to board change in family business and describes the following fundamental steps of board-development planning:

  • Identify and communicate reasons to advance the board, such as new realities on the business horizon, that compel a strategic response.
  • Assess board capability and effectiveness gaps.
  • Bring on independent directors while building owner confidence.
  • Facilitate constructive contributions from both independent and family directors.

Because every family business is different, these basic steps should be customized and implemented in a manner that is acceptable to senior management and leading shareholders. These stakeholders must have confidence that the board changes are the best way to move the company forward. But before that confidence can be built, acts of courage are required. A “champion” has to raise the issue of board readiness and articulate compelling reasons for advancing the board, while charting a board development plan that brings others along.

The risks are higher when family relationships are at stake.

The Dayton brothers reshaped their board as a first step in achieving a series of advances: building the first indoor mall in the United States, becoming developers of mall anchor stores, and later, buying a competing public retail chain before selling their interest in that business to focus on a new quality discount store concept, Target.

For the Daytons, as for many family business owners, recruiting outside, independent directors required the support of informed and educated family members. In their case the speed of change in the business environment required action before an informed family consensus could be achieved. “We recognized that success might require that each of us would eventually have to give up our current management job to someone who could do it better, and even sacrifice our good salaries in the short term for the goal of higher profits and greater long-term returns,” said Dayton. “We knew that sacrifice might be hard for our [families] to understand, but board discussions boosted our confidence that profits would rise, and shared profit would eventually smooth any hard feelings.”

The brothers’ gutsy steps toward better governance not only produced a more powerful company, but also they established precedents that inspired generations of creative family contributions in entrepreneurial business, philanthropy, and public service. The potential to be a part of that kind of long-term generativity is a reason why many of the best independent directors want to work with great family business boards.

Allen Bettis is the author of NACD’s latest handbook for family business boards and is a leader of the NACD Minnesota ChapterAllen will be facilitating a discussion with directors from the featured case study in the newly released handbook at Advanced Director Professionalism in June. If you are interested in attending, click here.

Turning Disruption Into Opportunity

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Speaking at NACD was a highlight of my year, as the audience was forward-thinking, eager to learn, and willing to grapple with tough questions in order to reach good answers. The discussions after my talk were almost as much fun as the talk itself, and there was significant appetite for a reference sheet to some of the bigger ideas I’d outlined. I hope that the summary pulled together here will prove helpful, and I welcome remarks, insights, or questions about any of it!

Josh Klein

Disruptive trends in technology, culture, and business are converging. That convergence is an opportunity for businesses that recognize how to proceed. 

Code: Technology is cheaper, faster, and better than ever before. 

From software toolkits to education outlets, cloud computing to open-source big-data structures, there have never been so many ways for a motivated player to exert so much leverage so rapidly. Competitive advantages and resources that once belonged exclusively to large companies are increasingly not just accessible but freely available. In many cases, these platforms even invert such advantages—meaning that individuals who are part of porous, open groups are able to deploy better solutions faster than corporate counterparts by leveraging their communities. And all at low to no cost.

President Obama’s first campaign for the White House is a prime example of this phenomenon: he hired data specialists who used a simple method to computationally test different versions of his website in order to see which ones were generating more donations. Using this approach, he exceeded his projections by an additional 4 million e-mail addresses, a click-through rate of 140 percent, and $75 million more than was expected.

Culture: Transparency, meritocracy, and a willingness to disrupt anything characterize the new technology (and business) marketplace. 

The age of playing by the rules—any rules—has largely gone by the wayside. When it’s possible to conduct corporate inversion online in under 20 minutes using a digital toolkit provided by a foreign nation state, it’s clear the playing field has changed. This is exactly what Estonia’s new “E-Estonia” initiative—which grants corporations a type of citizenship supported by cryptographically backed authentication—has been accused of enabling.

The people developing new solutions and creating new technologies take for granted an entirely different set of social (and moral) norms, which have no respect for the way your business is currently structured.

Competition: An exploding black market and a global tipping point that will occur when the remaining two-thirds of the planet come online over the next five years herald an incipient tidal wave of strange new competitors. 

If you think the Internet has been disruptive during the past 20 years, you haven’t seen anything yet. The motivations and expectations of people completely new to technology differ from those of people who have already internalized it. Much like the toddler who doesn’t know what to do with a computer mouse and thinks a computer screen is broken when he can’t swipe it, new users of innovative technologies will have different expectations for what your company should provide. When you mix in a booming black market and a surging cascade of disruptive technologies—everything from drones to 3-D printing to dial-your-own genomics—you have a strange new world indeed…and one coming at you very, very quickly.

ACTION ITEMS: There’s good news in all this. You can compete just as well—if not better—by recognizing that the game has changed and adapting to the new rules.

1) Experiment, experiment, experiment.

It’s faster, cheaper, and easier than ever before to invent, test, and iterate. It’s what your competitors (and they are legion) are doing—especially the outlier startups that you so fear will flip your market as Uber did the medallion cab industry’s. The good news? You can do exactly the same thing. Even better, once you do, you already have a supply chain, established market, and deep resources to drive these new industries ahead of smaller first-time players.

What to ask your senior management: How are you implementing more agile and iterative development methodologies, and why?

2) Systematize culture change.

Empower your employees to act on your behalf. Legitimize risk. Reward insight. While this strategy looks good on paper, it is nearly impossible to execute, especially in highly efficient, competitive, and well-established organizations. Do it anyway, and you will find yourself at the helm of one of the most powerful entities in today’s market: A company that effectively innovates as a matter of course and knows how to build businesses and deploy products accordingly.

What to ask your senior management: How are we empowering our employees, at every level, to change the way our company operates? What evidence are we measuring that indicates this strategy is working?

3) Risk everything.

All business is about risk. But many companies have lost sight of the fact that this means not just mitigating risk but also embracing it. The emergence of new technology is confronting every industry with massive shifts that entail plenty of risk in the most negative sense. But the opposite is equally true, and it’s only by seizing the opportunities this time of change represents that you’ll emerge victorious. And who knows…you might even make the world a better place while you’re doing it.

What to ask your senior management: If you had to increase revenue by 25 percent this quarter, what would you try? Why aren’t we trying that?

Embracing Change

I live every day in the future, metabolizing the new technologies that are slipping over our event horizon and into daily life. It’s a scary place to be, but it’s also one that offers boundless hope. Times of change are enormous opportunities for advancement. Those of us who experiment voraciously, learn quickly, and adapt effectively will chart the course for how human commerce unfolds over the next two decades. Our way will become the “new normal” and possibly set standards that will shape lives for generations to come. It’s not a time without risk, but it’s also a chance to change the world. What more could you want?

Josh Klein advises, writes, and hacks systems. He wants to know what you think.

www.josh.is / josh@josh.is / @joshuaklein

Understanding the Cyber Dialogue

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Cybersecurity is more than a technological issue—it’s a business issue. In a BoardVision video moderated by Judy Warner—editor-in-chief of NACD Directorship magazine—Mary Ann Cloyd, former leader of PwC’s Center for Board Governance, and Zan M. Vautrinot, former commander of the Air Forces Cyber Command and current director of Symantec, Ecolab, and Parsons Corp., discuss effective cyber-risk oversight, addressing the following questions:

  • How can boards communicate with management about cyber risk?
  • How does cyber risk fit into discussions about risk appetite?

Cyber Dialogue

Here are some highlights from that conversation.

Judy Warner: For directors, I think one of the greatest challenges around the issue of cyber is how to engage in an informed conversation with management. And how do they become informed about their oversight roles as they relate to cyber?

Zan Vautrinot: One of the things that was absolutely clear about the private sector and corporate leadership is that they understood how to have a discussion about risks and strategy. The only thing different with cyber is that some of the technology and some of the solution sets are slightly different, but the conversation is the same. It is a discussion about a particular kind of risk and how it relates to the kind of business you are [in].

Warner: Mary Ann, from your perspective, how does that conversation take place, or start to take place, at the board level? And is it a conversation for the full board or a specific committee?

Mary Ann Cloyd: I guess I always say it depends. I never want to be so prescriptive as to tell somebody what they need to do because every board and every committee is different. However, I do think that, given the magnitude of how this affects so many businesses, it’s not a technology issue. It’s a business issue. So, with that, where would you oversee any other business issue at your board? And I’m guessing that a lot of it would belong at the full board, with parts of it delegated down to a committee.

Warner: The NACD recently published a handbook on cyber-risk oversight, and one of the discussions is around risk appetite and where does cyber fit into that equation today. And I know, Mary Ann, you have said we need to think of cyber as any other risk.

Cloyd: I think you bring up two interesting things. [I]n fact, we did a small publication [at PwC’s Board Leadership Center] earlier this year, and we called it “Defining Risk Appetite in Plain English.” What prompted it was I had a director come to me and he said, “Mary, we’re doing our off-site strategy session and we always talk about risk appetite. Do you have a good pre-read that I could give to the board so that they can understand what risk appetite means?” So we did this to really put in plain English, in four pages or less, what the dialog is between management and the board, and how you develop and define your risk appetite. And, to me now—as you have so beautifully put this, Suzanne—cyber is just another part of that risk discussion and how it fits into your overall strategy.

Vautrinot: Right. And if you have already had a discussion about your strategy and those things that are most important to you as a corporate entity, is it the data that is unique that you’ve collected—the information and the access to that information—that makes your corporation unique? Is it the technology or your research and development? Is it your insight into financial transaction or merger and acquisition? Is it [about] manufacturing processes or distribution processes?

Every board and every management team knows what is most important to them being successful as a corporation. It is likely that those things are the areas that [the board] would want to focus on with assessing cyber risk. If you look at that area and say this is what is most important to us as a corporation, and this is the technology that we depend on to do that activity, now I can say that is sufficient or it is insufficient relative to the amount of risk I am willing to accept in that area. There may be other areas that aren’t core to the business, and so you are willing to accept a different amount of risk or put different systems in place that kind of sandbox it—[systems] that put a fence around, or that separate or provide different controls to allow [the lower-risk] activity to run more openly, whereas [higher-risk areas are] much more controlled and much more precious.

Additional NACD resources

NACD’s Director’s Handbook Series: Cyber-Risk Oversight

NACD—Building a Relationship With the CISO

NACD—Assessing the Board’s Cybersecurity Culture

NACD—Cybersecurity Risk Oversight and Breach Response