Solange Charas is the president of Charas Consulting, Inc. and a senior-level human capital professional with 20-plus years of experience as corporate CHRO and consulting firm practice director. She is currently pursuing her doctor of management at Case Western Reserve. She has served as the chair of the remuneration committee for a NASDAQ-traded company.
One of the benefits of attending NACD events is the opportunity to learn from directors and executives of big-name boards. The NACD Directorship Forum held May 23-24 did not disappoint: sessions on shockproofing the board, learning from the financial crisis and finding the best leadership model for your board and company were led by board members and C-suite leaders from companies including Jet Blue, GM, Ford, AIG and Best Buy.
The session I thought most interesting from both a content and “sociological” perspective concerned the promise and risk of information and technology. I am a “device diva”—a real technology junkie—so the topic was fascinating to me and it seemed to engage the 200 or so directors in the room. The panel represented some of the best thinking in the hi-tech and communications industries, with professionals from Oracle and Levick Strategic Communications sharing interesting technology “tales.”
How familiar are you with the concept of cloud computing?
Panelists discussed cloud technology, alternatives to large-scale capital investments, security, and e-discovery. Then the talk turned to “social media.” Richard Levick asked directors to consider “who are your bloggers, tweeters and Facebook friends” resulting in participants looking at one another with raised eyebrows. Examples of Bank of America’s inadequate response to the threat of negative information disclosed by WikiLeaks and Taco Bell’s deft response to the “where’s the beef” scandal illustrated the power of social media—as opposed to traditional channels—in shaping public opinion.
Leave nothing to chance
The third and perhaps most interesting aspect of this session was the dynamic of the panelists— there was actual dissention! The give-and-take, with each expert expressing his and her own perspective on the topics, resulted in a robust dialogue. Contrasting the other panels where there were polite “I agree with….” and “John makes a good point…” these panelists didn’t mince words and had the courage to express their dissenting opinions.
What a treat for the audience to observe a healthy dynamic where collegiality is NOT confused with congeniality. This rich dialogue offered value to the audience—not only in content, but as a model to directors that healthy dialogue generates better outcomes. As Sydney Finkelstein and Ann C. Mooney (2003) stated in an article published in Academy of Management, the number one goal for directors is to “engage in constructive conflict,”—meaning that directors should express their diverse views. When this happens the exchange of ideas “help the board better understand issues surrounding the decision context and synthesize multiple points of view into a decision that is often superior to any individual perspective.”
This is something for directors to think about, especially those on nominating committees. Diversity isn’t just about skin color, gender or nationality. It is about selecting directors who will promote diverse ideas and have the courage to express those ideas to generate rich and constructive dialogue. When collegiality is confused with congeniality, your board and the quality and effectiveness of the cognitive product of the board is compromised.
As summer nears, directors may have a brief respite from the frenzied proxy season following new financial regulations. However, the rest of the governance community kicks into gear, pushing to digest and summarize the past months. For example, this week on Fortune.com, a contributing post titled “Why corporate directors should thank Dodd and Frank,” examines proxy advisory firm recommendations and director reelections from this season. According to the article:
“The results so far just go to show that the consequences of reform legislation like the Dodd Frank bill can actually go in favor of corporate leaders rather than against them.”
The article praises the Dodd-Frank governance reforms, pinpointing the legislation as the impetus for a decrease in “no” recommendations from Institutional Shareholder Services (ISS). In 2011, ISS voted against 7% of Russell 3000 directors, down from 13% in 2010. Additionally, just seven directors failed to win majority support for reelection, a significant decrease from 107 in 2010.
While this decline is significant, the Dodd-Frank Act brought several additional provisions that the article did not address. As is often the case with legislative governance reforms, these provisions may bring unintended consequences that the boardroom is forced to accept. Although proxy access is still under judicial review, it has the potential to disrupt boardroom composition.
Establishing a boardroom with the “right” directors—those who bring the specific skill sets the board needs strategically and who also function effectively with constructive skepticism—requires a significant effort. This effort is a key responsibility of the board’s independent nominating/governance committee, which seeks to align board composition with the company’s long-term strategy. Directors nominated by shareholder groups, and not the nominating/governance committee may or may not have the experience needed.
The proposed Dodd-Frank whistleblower bounty program has also been subject to boardroom criticism. As NACD president and CEO Ken Daly testified to a House Financial Services Subcommittee last week, implementation of this program should be delayed for modifications. By providing financial incentives to whistleblowers for reporting directly to the Securities and Exchange Commission (SEC), the new bounty program could potentially harm the internal compliance channels required under Sarbanes-Oxley.
Despite boardroom apprehension leading into this year’s proxy season, the season has been relatively uneventful. In addition to the increased support for director reelection, Towers Watson reports that 90% of votes cast have supported companies’ say-on-pay proposals. However, these issues are just the tip of the iceberg, and it’s far too early to determine whether directors should be thankful for the Dodd-Frank legislation.
Information technology is a fast-paced environment, and most directors are playing a game of catch up. In the past, technology was reserved for providers, such as Apple or Microsoft, or Internet leaders, such as Google or Amazon. Today, every business relies on technology through a constantly evolving list of options, such as increasing operations efficiency or social media. As expected, this increased reliance on technology entails a higher risk profile, evidenced in security breaches or system malfunctions. Despite these increased risks, recent studies have found that many boards need to refocus how they view information technology (IT).
NACD and Oliver Wyman’s Global Risk Center recently conducted a study to address the issue of IT risk oversight titled Taming Information Technology Risk. According to the survey, nearly half (47%) of directors are dissatisfied with their board’s ability to provide IT risk oversight. Almost a third of directors believed failure to properly provide IT risk oversight stemmed from insufficient expertise at the board level.
A substantial number of corporate boards feel they have not yet met the level of oversight the topic requires. A recent report from the Deloitte Center for Corporate Governance found that while directors should examine IT projects with the same level of scrutiny as any other major capital expenditure, this is rarely the case. The same report also recommended that boards add “tech-savvy directors” who can provide the board with expert oversight.
While every board member will not be an expert in IT, all directors should be well-versed on the subject and able to discuss IT risk oversight in relation to their company’s strategic planning. In Taming Information Technology Risk, six questions are provided that should be on every board’s agenda:
How do you determine the strategic importance of IT to the business?
How do you evaluate the evolving IT capabilities of competitors that could threaten our industry position?
How do you allocate dollars across the portfolio of IT investments to ensure an efficient risk return?
What trade-offs are you making in managing the IT portfolio?
How are you effectively executing major IT programs?
How do you ensure that a breadth of best practice capabilities and processes are in place to protect the firm from operational and security risks—both now and in the future?
The above six questions provide a foundation of the questions boards should ask regarding technology-related decisions. Directors should also take into consideration the ways technology touches their specific company when scrutinizing IT projects. Also, just asking the right questions will only get boards halfway to the finish line. Understanding what constitutes as an acceptable answer is just as critical.