Posts Tagged ‘strategy’

Raising the Bar on Director Performance – New NACD Program Outlines 5 Keys to Success

July 27th, 2015 | By

The bar for director performance has been raised. A volatile economic environment, increased regulatory scrutiny, impending cybersecurity threats, and shareholder activism have all shifted the expectations for what should happen in the boardroom.

Responding to those growing expectations for directors, The National Association of Corporate Directors (NACD) has developed a new program—called Advanced Director Professionalism®—that focuses on understanding the market forces and “next practices” that will shape the boardroom in coming years.

At the inaugural Advanced Director Professionalism program in Philadelphia June 1-2, nearly 60 directors joined corporate leaders and subject-matter experts to discuss these market forces and next practices. Five key insights from the event follow:

  1. Avoid the “tyranny of unanimity.” In a structured, interactive, scenario-based workshop, participants were confronted with a board of seasoned directors who were reluctant to dissent from the majority at critical decision-making moments. Such groupthink dynamics preempt consideration of viable alternative strategies and responses—a failure that can lead to disastrous business outcomes.
  1. A healthy board culture is needed. Even effective boards are not immune to dysfunctional dynamics, such as hasty decision-making, disengaged directors, and too much deference to authority; yet the warning signs of dysfunction often go unrecognized. Continuous and rigorous evaluations can identify unhealthy dynamics early on, while periodic rotation of board leadership roles helps infuse fresh perspectives and approaches.
  1. Focus on dynamic agenda-setting. Participants learned how to maximize the limited time that directors spend with each other and with management. While some full board and key committee agenda items are mandatory, these need not dominate meetings. Instead, board leaders should ensure that agenda development is clearly linked to major strategic opportunities and risks, and should plan reviews throughout the year in response to changing marketplace realities.
  1. Cybersecurity is no longer an IT issue but an enterprise-wide strategic risk. The ramifications of cybersecurity breaches now include undermining customer trust, damaging operational effectiveness, and jeopardizing corporate strategy, to name just a few. Ownership of cybersecurity risk is distributed across the entire firm, from the CEO to frontline employees, who must all engage in secure behaviors with respect to system and data access. Boards should examine how effectively cyber risk is governed internally.
  1. Become the keeper of corporate strategy. Board members often have a longer tenure than the CEO, which enables them to see long-term strategies through to completion. They can help ensure an effective strategy development process and engage management throughout strategy execution. Boards should challenge the fundamental assumptions on which the strategy rests—during periods of stability and steady profits, as well as times of disruption and emerging threats—and provide guidance to management as it considers alternative options.

Ken Daly’s 2015 Letter to NACD Membership

January 23rd, 2015 | By

Dear NACD Members,

As I look ahead to the challenges that boards will face in 2015, I am more confident than ever in NACD’s mission to help directors navigate an increasingly complex environment. Our programs and resources remain focused on helping directors improve their performance as strategic assets for their organizations. We achieve this primarily by providing the foresight to anticipate emerging issues, thereby enhancing stakeholder confidence in the board’s ability to provide effective leadership.

I’d like to briefly share with you the three critical issues that NACD will focus on this year.

1. Cybersecurity. It will surprise no one that cyber-risk oversight has become a top agenda item for boards. NACD’s latest survey found that the majority of directors are dissatisfied with the cybersecurity information they are getting from management. How well does your board understand the company’s cyber risk practices? Does your board have an established response plan in the event of a cyber-breach? These are the issues that NACD will continue to help directors resolve throughout 2015.

Suggested NACD Resources:
– Director’s Handbook on Cyber-Risk Oversight
– NACD Advisory Council on Risk Oversight: Cybersecurity Oversight and Breach Response

2. Board-Shareholder Communications There’s no question that shareholders will continue to influence boardroom agendas in 2015. In our most recent meeting with major institutional investors, we asked the participants to list their priorities for board focus in 2015. The three areas identified were: (1) focusing on “drivers” of effective board leadership, (2) holding directors accountable when investors believe shareholder rights have been undermined, and (3) ensuring communication between boards and investors are about context, not volume. We will continue to meet with both institutional investors and activist shareholders throughout the year and will share their perspectives with you.

Suggested NACD Resources:
– Investor Perspectives: Critical Issues for Board Focus in 2015
– NACD Blue Ribbon Commission Report on Board-Shareholder Communications

3. Strategy. You may be wondering why strategy is on this list. Isn’t oversight of the organization’s strategy an inherent responsibility of the board?  The answer is still yes. However, in an increasingly dynamic climate, boards can no longer afford to take an annual “review and concur” approach to management’s strategy. Our 2014 Blue Ribbon Commission Report strongly recommends continuous board engagement with management in the strategy development, and course correction, process. Our members’ reaction to this new – and potentially radical – approach has been very positive, and we will continue to provide guidance on this topic in 2015.

Suggested NACD Resources:
– NACD Blue Ribbon Commission on Strategy Development
– The Board’s Role in Strategy: Interview with General Mills Director

Two final notes. Our NACD Directorship 2020 initiative, which puts a spotlight on the market disruptors that will impact companies in the years to come, continues to be very popular. We will hold three member-exclusive events again in 2015. Please be sure to register early as the sessions tend to sell out.

We are holding our inaugural NACD Strategy and Risk Forum in San Diego on May 12-13. The forum will include a full day dedicated to cybersecurity, with former Department of Homeland Security Secretary Tom Ridge as a featured speaker. Click here to learn more about this exciting new program.

Thank you for your membership. I wish you a successful year ahead and encourage you to continue to work with your dedicated NACD Concierge to identify the educational programs and topical resources to enhance your board leadership.

Ken Daly
Chief Executive Officer
National Association of Corporate Directors
Advancing Exemplary Board LeadershipTM

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.