The most compelling obligation of a board is to create shareholder value. The most enduring way to create shareholder value is to create customer value. Creating great customer value is an ongoing process of continuous renewal. In today’s marketplace, most competitive advantages (even seeming monopolies) are fleeting. Great IP is vulnerable to alternatives and to advances in the state of the art. Human talent has never been more mobile. Advances in communication, universal access to information, and the lowering of trade barriers have opened many markets to global competition. Supply chains can be anywhere. What’s a director to do?
I am convinced that the only sustainable competitive advantage is to create an innovative enterprise. To be truly sustainable, innovation cannot be a eureka moment, where a liquid accidentally falls on a hot stove and we have rubber. Further, it cannot be built just on individuals who are innovative. Great individual contributors are necessary but not sufficient. To be truly sustainable, innovation must be deeply imbedded in the culture of the organization and in the collective behavior of its leaders. Sustainable innovation must also be baked into processes that are documented, taught, and repeatable.
Boards must have a broad-based expectation of innovation from management. That expectation must be imbedded in CEO recruiting, in establishing visions and goals, in measurement and reward. This innovation must be pervasive; a critical quality dimension to everything that management does. Innovation can occur in a firm’s products and services, in their business model, in their approach to markets (advertising and sales efforts), in their staff recruiting and retention practices.
How does a board operate, staff, and structure itself to drive innovation?
Circumstances vary so widely. I doubt there is a rigid answer to that question. However, I do believe there are universal success contributors:
Full board engagement. When the very broad functional potential for deploying innovation is laid over the skills’ breadth of a well-diversified board (legal, operational, financial, business development, etc.) it could be limiting to assign the responsibility for innovation oversight to a subset of the board. An alternative is to require that innovation be deeply imbedded in all of management’s plans, strategies, and goals and reviewed by the full board.
External market awareness. Directors who stay aware of best innovation practices across the economy are best able to contribute to continuous innovation on the boards on which they serve. Directors must become students of the discipline of innovation.
External perspective. There are innovation experts. Just as a board equips itself with experts in compensation, taxes, and organizational development, we need to find competent advisors who can help us to stay current and focused on our innovation progress.
Fundamental alignment between the board and the CEO on innovation. CEO position descriptions are usually written to reflect the board’s definition of success within a certain time frame. The capacity to passionately lead innovation must be fundamental to the CEO position description.
Patience. Creating an innovative culture is a longer-term project than is introducing an innovation to an individual product. The history of business is littered with stories of spectacularly successful short-term product/market innovations that were not sustained in subsequent products. One primary reason that the life of an S&P 500 company is now down to 20 years (from over 50 years a generation earlier) is that some firms are innovating in a more effective and sustained way than others.
Final thoughts on innovation and risk: Innovation is a form of change. Some innovations represent disruptive change that can impact the innovator as well as the markets they disrupt. For example, a new-product innovation can disrupt an existing successful product, or even an existing monopoly. Risks of this type can be effectively managed through thoughtful planning, integrated communication, and solid enterprise-wide controls.
The biggest risk in today’s economy lies in not innovating.
Thomas J. Furst served as Senior Vice President and Chief Financial Officer of SRI International for 18 years until 2014. He was a director of the Sarnoff Corporation until its absorption into SRI. Tom currently speaks, and advises management and boards, on innovation and related topics. He can be reached at firstname.lastname@example.org.
If there is a single common denominator to many of the stories in this issue of NACD Directorship it is reason. And in matters pertaining to business disruptors, maintaining calm, cool objectivity is no easy task. Any discussion of this subject oftentimes elicits an emotional response. Disruption is typically considered a negative force, prompting apprehension and, sometimes, outright fear.
Take shareholder activism, which is a potentially disruptive force in any boardroom. Statistics tell part of how this story is playing out: The number of activist campaigns has increased 60 percent since 2010, according to Factiva, and activist funds control northward of $130 billion in assets, per Hedge Fund Research. Not so long ago, passive index investors like Vanguard depended largely on the proxy advisers to inform their voting, but that too has changed.
Corporate attorney Martin Lipton recently described a “new governance paradigm” by which major investors like BlackRock and Vanguard take their activism in-house, making our interview with McNabb ever more timely. “It is not likely that activism and short-termism will totally disappear,” Lipton wrote in a client memo in June and reiterated in a speech at the World Economic Forum in August, “but I’m comfortable that the influence of major investors will be more favorable to shareholders generally and to the nation’s economy and society, than the self-seeking personal greed of hedge fund activists.”
Today, Vanguard owns at least 1 percent of every publicly traded company in the Fortune 1000. What it desires is nothing less than long-term success for those companies. And, what could be more reasonable than that?
On July 17, NACD hosted a Directorship 2020® forum in Seattle that focused on how disruptive forces are changing the way companies do business. Through keynote addresses, expert panels, and small group discussions, the program provided an in-depth look at environmental and innovative disruptive forces and how boards can oversee management of the risks and opportunities such forces create. This event was held in partnership with Broadridge Financial Solutions, KPMG’s Audit Committee Institute (ACI), Marsh & McClennan Cos., and PwC.
In his keynote address, Hewlett-Packard Co. (HP) Global Director of Sustainability and Social Innovation Nathan Hurst examined the nexus of environmental issues and innovative technology. Motivated in part by concerns about the anticipated effects of climate change, consumers are more alert than ever to the impacts that businesses and their products are having on the environment. As our increasingly data-driven society shifts to digital media, the new technologies being used to store, manage, and process this data are producing a larger environmental footprint than one might expect. Hurst estimates that if cloud computing were a country, it would rank as the fifth largest country in the world in terms of energy use.
According to Hurst, companies must understand their environmental footprint in order to leverage the opportunities provided by “big data” and other technological tools for managing corporate sustainability. HP, for example, examined its operations, supply chain, and product portfolio to gauge its end-to-end carbon footprint. This assessment involved an organization-wide effort that required expertise and feedback from senior management, information technology departments, and operations departments, which was then used to determine the company’s baseline performance, set sustainability goals, and collaborate with organizational units on initiatives to reach those goals. For Hewlett-Packard, the relationship with supply chain managers was especially important, as the company sought to develop products whose production consumes fewer resources—such as power or water—and generates less waste—such as greenhouse gas emissions. In addition, Hewlett-Packard signed a power purchase agreement with SunEdison, the world’s largest renewable development company, to provide wind-generated electricity to its 1.5 million square-foot data center in Texas. Hewlett-Packard originally set a deadline of 2020 for reducing its greenhouse gas emissions by 20 percent of 2010 levels; however, the SunEdison agreement will enable HP to realize that goal by the end of the 2015 fiscal year.
Hurst succinctly summarized HP’s rationale for its sustainability and social innovation initiatives: the benefits of these initiatives for the company’s reputation and employee engagement, combined with new opportunities for profitable growth, collectively have the potential to produce major gains for HP.
In the second keynote address of the afternoon, Mark Silva, founder and CEO of KITE, spoke on innovation partnerships and described them as a gateway to investments, mergers, and acquisitions. Many companies at the forefront of innovation begin as small start-ups. While these businesses may initially be viewed as competitors with larger corporations, pursuing partnerships can be a mutually beneficial arrangement that allows established companies to embrace the latest wave of innovative ideas, provides start-ups with quick access to infrastructure and resources, and empowers both organizations to unlock growth opportunities. For example, the management team behind Sphero, a toy robot that can be controlled via smartphone or tablet devices, participated in a mentorship program offered by The Walt Disney Co., which subsequently used Sphero’s technology to create a robot featured in its Star Wars franchise. Through this partnership, the Sphero team has realized growth and greater exposure; and by providing a forum in which entrepreneurs can test their ideas, Disney continues to stay abreast of the latest innovations and trends. Other established companies, including Nike and Unilever, have similar brand accelerator programs to rally resources, invest in learning, and develop new capabilities.
Subsequent presentations and panel discussions generated the following key takeaways for board members:
Keep disruptive forces on the agenda. Trends and events that could potentially overturn the company’s business model should be routinely discussed at board meetings so that directors are always aware of and up to date on how management is approaching risks and realizing opportunities. Being proactive and thinking ahead about how to manage disruptors also promotes resiliency when a company faces a crisis. Boardroom discussions should address how the organization can diversify its supply chain so that the success of the business is not dependent on a single link in the chain in order to maintain production. For example, the board might ask management to consider how environmental changes—such as prolonged droughts or severe weather patterns—might lead to new business norms, and to plan how the company will adapt and stay competitive. Panelists agreed that boards need to “ask for the data”: What questions are customers and suppliers posing? What factors are driving their business decisions? What are, or could be, the game-changers in the company’s industry?
Clarify the payoff. Directors should ask management to demonstrate how responses to disruptive trends will impact the company’s bottom line. Nathan Hurst illustrated this point with an example from Wal-Mart, which has worked with several of its suppliers to reduce waste and costs. Noting the high water content of its liquid laundry detergents, the retailer joined forces with Procter & Gamble, Unilever, and Church & Dwight to create “doubleconcentrated” detergent, a product that delivered the same washing power as the old formula in just half the volume. Because of doubleconcentrated’s reduced water content, manufacturers could pack the product in smaller plastic bottles. The new product size allowed more bottles of detergent to be packed onto trucks and store shelves, while its lighter weight resulted in lower transportation costs.
Companies can also consider incorporating sustainability metrics into executive compensation plans. Some companies will not embrace sustainability unless it entails demonstrable cost savings or a failure to address environmental impact will cause the company to lose ground to competitors. But, as the Hewlett-Packard and Wal-Mart initiatives illustrate, focusing on sustainability offers a way to drive more efficient business practices, which in turn allows management to make better-informed and more effective decisions.
Furthermore, sustainability reporting can foster positive relationships with both shareholders and the general public. According to an analysis by Gibson Dunn, shareholder proposals on environmental issues—specifically those concerning climate change and greenhouse gas emissions—are among the most frequently submitted types of proposals. NACD’s Oversight of Corporate Sustainability Activities handbook advises that directors should understand how the company has chosen to define sustainability in the context of its strategy, and the board should be comfortable with management’s decisions about how the company communicates sustainability information within the organization and to shareholders. Reporting not only demonstrates the company’s culture and character; it can also give it a competitive edge.
Examine board composition. Another example raised in the panel discussions was that of Encyclopædia Britannica Inc., which had a board composed of bookbinders who, by virtue of their profession, were disinclined to embrace digital innovation. The advent of Internet-based rivals, such as Wikipedia, quickly made the company’s business model and flagship product obsolete.
The board should analyze the company’s current and future business models to see how well the criteria for director selection correspond to those models. Maintaining a balance between tenured directors, who have invaluable insights into the company, and newer directors can present challenges when that new talent pushes against the status quo, which in turn can lead to culture clash within the board. Since culture, by definition, functions to preserve the status quo, it can make or break innovation. By bringing in outside perspectives and people who will question it, the board can keep the company moving forward.