Posts Tagged ‘risk’

Complexity and the Boardroom

October 14th, 2014 | By

At the final plenary session of the 2014 NACD Board Leadership Conference, NACD President and CEO Ken Daly spoke with Steven Reinemund, director of Walmart, Exxon Mobil, Marriott, and American Express, and Gen. H. Hugh Shelton (Ret.), chairman of Red Hat and director of L-3 Communications on the issue of business complexity. The current environment is dynamic, fast-paced, and tumultuous, Daly observed. Not only must boards stay vigilant of disruptive forces—including those identified by NACD’s Directorship 2020®: economics, geopolitics, competition, technology, demographics, innovation, and environment—these forces rarely appear solo. Indeed, multiple forces can strike a company at once, creating a formidable force: complexity.

Drawing from his military background, Gen. Shelton suggested applying a process of “branches and sequels” in boardroom discussions to reduce unknown factors. This process requires that strategy development takes into account all possible actions of your adversaries or competitors—forcing directors to consider the “knowns and the unknowns.”

Reinemund used different terminology to address unknown and unanticipated factors. He said that boards may wish to view disruptors and risks through both offensive and defensive lenses. Most importantly, boards must also combine the two. Although defensive moves can be easier for boards to understand and address, by considering offensive actions the board can help move the business forward.

Turning to the topic of innovation, Daly noted that an unusually high number (95%) of the Standard and Poor’s 500 company earnings have been used to buy back stock or pay dividends. He posed the question: does returning earnings to shareholders reduce or limit the funds available for innovation or acquisitions?

Both panelists agreed that many companies have a large amount of cash available, but often the board can’t find a potential acquisition that fits the company strategy, or the target has such a high multiple that it is not a good purchase. Despite these potential issues, though, the panelists agreed that most large companies need to invest in innovation, through acquisitions or otherwise. Above all, the board has to think in terms of the amount of risk they are willing to take and—if necessary—encourage management to make innovation a priority.

The session ended with a discussion on board accountability. The panelists noted that directors must hold each other accountable for recruiting the right leaders, keeping their skills current, and maintaining the right mix of directors on the board.

Cybersecurity: A Wickedly Hard Problem

October 13th, 2014 | By

This morning, Ken Daly, president and CEO of NACD, kicked off the second day of the 2014 NACD Board Leadership Conference with the announcement that NACD now has more than 15,000 members. NACD’s focus on timely and relevant information, changing the “unknown unknowns” to “merely uncertain,” is a key driver of the organization’s growth, according to Daly. He then went on to introduce the morning’s keynote speaker, White House Cybersecurity Coordinator Michael Daniel.

Michael Daniel at NACD Board Leadership Conference

Daniel opened his address with the declaration that “cybersecurity is one of the defining challenges of the 21st century.” He noted three macro trends that underlie the cyber threat, as it is

  • more diverse, we are moving from a wired internet to a mostly wireless one;
  • more sophisticated, malicious actors are dividing themselves into companies to levy their expertise; and
  • more dangerous, these actors show willingness to up the scale, to not only disrupt, but attempt to destroy data.

From a technical level, cybersecurity ought to be easy,” said  Daniel, but cybersecurity is much more than a technology problem–it is a technical, economic, psychological, business, physical, and political problem. “Many of these fundamental weaknesses have remained for years, and until we understand these listed human factors, we will continue to fail at this problem.”

In addition, Daniel mentioned an interesting analogy that touched on the impossibility of using a single group to monitor cybersecurity. In this scenario, everyone in the United States lived right on the Rio Grande River. With everyone living on the border, the federal government could not feasibly serve as the only entity in charge of border security. Extending this analogy to the Internet, which lacks an interior, just about everything touches a border in some manner. “Because of this, we cannot assign cybersecurity to just one part of the government or society.”

In that vein, partnerships–both between the government and the private sector and within the private sector–are key elements to defeat malicious actors, according to Daniel. He stated that there are two keys to building these partnerships: through reducing barriers; and encouraging companies to share more information. One former barrier, antitrust laws, should no longer be an impediment to cybersecurity information sharing.

Daniel concluded his address by saying that even though cybersecurity is a “wickedly” hard problem, we are starting to attack it across more dimensions. By working collaboratively across sector and company borders, we have access to many types of tools to address this growing issue.

In Conversation with Dona Young and Carolyn Miles

October 12th, 2014 | By

The differences between nonprofit and corporate governance are few and far between when the nonprofit in question has a budget of almost $700 million and operations in more than 120 different countries. But when you are a nonprofit of this size, what should the board’s expectations of management be—and vice versa? Carolyn Miles, president and CEO of Save the Children, and Dona Young, who is a director on the Save the Children board, spoke with NACD Senior Advisor Jeffrey M. Cunningham about how directors can navigate the perils and opportunities of operating around the globe while fostering a top-notch organizational culture.

One of the problems of working in the nonprofit space is controversial topics—for example, immigration, an issue that came to a head with the recent influx of children crossing the U.S. border. For Miles, Save the Children didn’t adopt the attitude of choosing sides, but rather, they chose children. With that mindset, the organization was able to push beyond the immigration debate and focus on the issue of taking care of kids and ensuring their basic human rights. It’s a position that drew criticism but doing otherwise would have been a disservice to the company’s mission.

Both Miles and Young drove home the importance of bringing into the boardroom what’s going on in the field. Young emphasized the need of having a CEO who is continuously communicative with the board. Miles explained a practice she has used of bringing people who are working in the field to attend boardroom meetings and explain their needs to directors. Those lines of communication better inform the board and is a boon to helping the board helping the company accomplish its mission.

Miles also explained how Save the Children’s directors venture out to experience the work that their organization is doing, what she believes is a critical practice. Save the Children’s directors have been to the places that are the toughest—Afghanistan, Liberia, and Iraq. On a recent trip to Liberia, Miles was confronted with about 4,000 cases of Ebola in Liberia, which has created about 2,000 orphans. As a result, Save the Children wanted to consider sending aid, even though the issue at hand was out of the company’s traditional scope.

“We vet the issues together as a board,” Young said. “At the core of our mission, we have to assume risk.” She offered the following process of evaluating resources to ensure that the company can address a certain area of risk.

  • Identify each component of that risk.
  • Identify how each component is to be addressed.
  • Evaluate if the board has the skill sets to attack the issue at hand.

These are tactics that are as relevant for Save the Children as they are for a company such as IBM. Although the traditional scope of Save the Children’s activity did not lie within epidemic disease control, they did, however, know a lot of the pieces of how to assist (e.g., setting up hospital), and the company was able to respond to the Ebola crisis in the ways that it could and in a fashion that was true to its core mission.

Miles also discussed the importance of metrics. From her perspective, it is critical for nonprofits to focus on metrics and not just the “greater good of the cause.” If a company is able to produce palpable results, people who bankroll the organization look to their contributions not as a donation, but as an investment. Young added the importance of the board’s role as a steward of those funds, and the need for discipline and process—if that is not in place, there’s no way company is achieving its goals.