Category: Corporate Governance

Managing the Effects of Short-Termism on Risk Oversight

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Jim DeLoach

Jim DeLoach

The complexities surrounding short-termism make it a tough nut to crack. Short-termism in this instance refers to a focus on short-term company performance results at the detriment of achieving long-term strategic goals. But in all its forms, short-termism is not sustainable in a rapidly changing world. That’s why directors need to ensure that the organizations they govern seek a healthy balance in addressing short- and long-term interests of the organization’s senior executives and stakeholders.

Short-termism is certainly not a new concept. In a recent survey of more than 600 public company directors and governance professionals conducted by NACD, 75 percent of respondents indicated that pressure from external sources to make short-term gains is compromising management’s focus on long-term strategic goals. This pressure can affect the board’s risk oversight.

Short-termism manifests itself in many ways. The more common example is focusing on quarterly earnings at the expense of funding long-term sustainable growth. But it can also lead to the pursuit of several risky activities, including: M&A deals for growth’s sake without clear linkage to the overall corporate strategy; releasing new products to market without sufficient testing; allowing cost and schedule considerations to undermine safety on significant projects (e.g., deferring maintenance or taking risky shortcuts); and taking on excessive leverage to pursue activities that are currently generating attractive returns.

Underlying the evidence of short-termism is a complex series of root causes. Globalization, technological developments, improved transparency, and reduced transaction costs have facilitated capital flows, enabling investors to reallocate their assets to seek higher yields with greater ease. Hedge funds and other activist shareholders are also acquiring small stakes in a company with the objective of steering profits to shareholders immediately (through higher dividends, stock buybacks, asset spinoffs, or downsizing in lieu of investing in innovation that will improve productivity and drive future growth, for instance). Still another cause is the existence of compensation structures emphasizing executive pay over the near term to the detriment of long-term shareholder interests. These compensation models skew management’s decision-making toward maximizing short-term profits even at the cost of taking on excessive risk.

Following are six concrete steps the board can take to ensure short-termism does not compromise risk oversight:

1. Focus the board’s oversight on risks that matter. If risk management is focused primarily on operational matters, chances are management is not focusing attention on the right question: Do we know what we don’t know? To face the future confidently, both management and the board need to focus the risk assessment process on:

a. identifying and managing the critical enterprise risks that can impair the organization’s reputation, brand image, and enterprise value; and
b. recognizing emerging risks looming on the horizon on a timely basis.

Even though the day-to-day risks of managing the business are important, they should not command the board’s risk oversight focus except when truly pressing issues arise.

2. Lengthen the time horizon used to assess risk. Focusing on quarterly performance, annual budgets, and business plans may lead to a risk assessment horizon of no more than three years. That period may be too limiting because strategic opportunities and risks typically have a longer horizon—even with the constant pressure of disruptive change on business models. For example, the World Economic Forum uses a 10-year horizon in its annual risk study. Longer risk-assessment horizons are more likely to surface emerging issues, along with new plausible and extreme scenarios, that might have been missed with a shorter time frame. Thus, the board needs to satisfy itself that management is using an appropriate horizon.

3. Understand and evaluate strategic assumptions. Management’s “worldview” for the duration of the strategic planning horizon is reflected in assumptions about several topics: the enterprise’s capabilities; competitor capabilities and propensity to act; customer preferences; technological trends; capital availability; and regulatory trends, among other things. Directors should weigh in on management’s assumptions underlying the strategy. Doing so could reveal insights into the external environment and internal operating impacts that could invalidate the critical assumptions underlying the strategy. This is a useful approach to understanding sources of disruptive change.

4. Integrate risk and risk management with what matters. Short-termism can render risk to an afterthought to the formulation of strategy. Risk management similarly can become a mere appendage to performance management. The strategy, therefore, may be unrealistic and may involve taking on excessive risk. In addition, performance management may be overly focused on retrospective, backward-looking lag metrics. The board should ensure the strategy-setting process considers risks arising from strategic alternatives, risks to executing the strategy, and the potential for the strategy to be out of alignment with the organization’s mission and values. Directors also should insist that prospective, forward-looking leading metrics be used to complement the more traditional metrics used to manage the day-to-day business operations.

5. Watch out for compensation imbalances. Publicly listed companies on U.S. exchanges are required to disclose in the proxy statement whether the company’s system of incentives could lead to unacceptable risky decision-making in the pursuit of near-term rewards. The compensation committee typically conducts a review for excessive risk-taking in conjunction with its oversight of the compensation structure. Board concerns with respect to short-termism are a red flag for the compensation committee to sharpen its focus on the potential for troubling compensation issues that could lead to bet-the-farm behavior. A key question: Do key executives have sufficient “skin in the game” so they will be incented to take risks prudently in the pursuit of value-creating opportunities?

6. Pay attention to the culture. Short-termism can contribute to a dysfunctional environment that warrants vigilant board oversight. For example, management may continue to execute the same business model regardless of whether market conditions invalidate the underlying strategic assumptions. Also, operating units and process owners may be fixated on making artificial moves (e.g., deferring investments) and manipulating processes (e.g., cutting costs to the bone) to achieve short-term financial targets. Instead, the strategy should be focused on fulfilling customer expectations and enhancing the customer experience by improving process effectiveness and efficiency. These and other red flags warrant the board’s attention because they signal the possibility of unacceptable risk-taking that must be addressed.

If short-termism is a concern of the board, directors need to ensure their risk oversight process isn’t compromised by it. A strong focus on linking risk and opportunity can help overcome some of the “blind spots” that a myopic, short-term outlook can create.


Jim DeLoach is managing director of Protiviti. 

Talent Development Leaders Tackle Four Challenges

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Directors spend the bulk of their time every quarter reviewing financial results and receive updates on enterprise risk. However, very little time is spent reviewing talent development and succession planning. Compensation committee agendas and metrics tend to be dominated by executive compensation discussions, and relatively little focus is given to measuring and tracking talent development and retention across the leadership suite.

Talent Development

From Left: Steve Newton, Barbara Duganier, Eileen Campbell,  and Doug Foshee

Panelists at a recent event hosted by NACD Texas TriCities’ Chapter, all leaders in the field of executive management and human resources (HR), discussed board-level talent oversight. Barbara Duganier, director, Buckeye Partners, served as moderator of a panel including Eileen Campbell, former vice president of human resources for Marathon Oil; Doug Foshee, former chair and CEO of El Paso Corp.; and Steve Newton, partner, Russell Reynolds Associates. The conversation confronted the fact that while the vast majority of CEOs are promoted from within, boards spend very little time on executive leadership development—and even less time on talent development beyond the chief executive.

The development of executive HR talent in an organization seems often to be left to chance. Whether it’s because the CEO and board don’t place critical importance on the position, or the HR leader views their role less as a strategic asset and more as compensation or benefits cost center, development of HR talent—and others in the executive pipeline—deserves more board-level attention.

Below are several challenges that were discussed, as well as some solutions to developing talent and value from your company’s HR leadership.

Challenge 1: People think they’re good at recognizing talent, but biases and lack of process might lead to missing out on promising people. Ask any executive to identify high potential employees, and they can always name a few promising people. However, because the ability to recognize a talented person is considered a soft skill, it doesn’t get measured or tracked on a regular basis. Interestingly, most people will identify people in their own image—just younger. Therefore, if the leadership team is not diverse, promising people may go overlooked that do not meet preconceived notions of what leadership looks like.

A Solution: Measure and track. HR leadership and the board should insist on tracking talent development-specific metrics with the same level of importance as financial metrics. Measuring also allows boards and executives to notice unconscious biases in recruitment and talent development.

Challenge 2: People are protective of their highest performers. Lateral moves and broadening development positions are imperative in order to assess and build talent across the organization. But as Campbell pointed out, managers are often reluctant to recommend their highest performers to other divisions.

A Solution: Once people are identified as high-potential employees, they should be considered “group resources” rather than belonging to a department or division. By operating across departments, leaders outside of the individual’s direct supervisors can take part in nurturing the long-term development of employees’ talents.

Challenge 3: People are reluctant to put high performers in certain roles due to a fear of failure that could result in career derailment. As a result, sometimes leaders are not “tested” outside their comfort zone, and can remain unproven until they’ve ascended to the role of CEO.

A Solution: Develop a program similar to General Electric Co.’s “popcorn stand,” a concept shared by Doug Foshee. This concept provides a future leader with significant responsibility outside his or her comfort zone in a part of the business where commercial impact on the overall organization is less relevant. In smaller organizations, these could be roles that require managing through ambiguity or necessitating cross-functional skills. In larger organizations, these could be special projects or small profit and loss businesses whose bottom line is minimal or negligible.

Challenge 4: Boards are not comfortable addressing CEO succession if they have just named a new CEO. Steve Newton remarked that given the average tenure of a CEO is four to five years, it’s never too soon to begin assessing readiness of internal candidates if you believe they have gaps between current and desired capabilities.

A Solution: Identify a wide candidate slate within an organization early in a CEO’s tenure and begin developmental plans to grow a leadership team that has both breadth and depth of understanding.

For additional NACD thought leadership on effective management of human capital culture and talent development, members can review the Report of the NACD Blue Ribbon Commission on Talent Development. Key takeaways from speakers at the chapter program can be downloaded here, and to view the entire program visit NACD Texas TriCities Chapter YouTube Channel.


Catalano_Anna Anna Catalano is director of Willis Towers Watson, Mead Johnson Nutrition, Chemtura Corp., Kraton Corp., NACD Texas TriCities Chapter, and the Alzheimer’s Association.

The Board’s Role in Betting the Market Cap

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Take a moment to place yourself in this board’s shoes. The company has…

Kimberly Simpson

Kimberly Simpson

  • An enviable revenue stream, with approximately $120 million in sales per day and an average sales order of $2,000;
  • A strong balance sheet with very little debt;
  • A need to react to seismic shifts in customer needs;
  • An overweight of assets in Europe while sizable growth for your industry has been predicted in Asia; and
  • A market cap of roughly $2.6 billion.

What would your board do?

Would your board be comfortable acquiring a division of a competitor for $2.4 billion in cash and 2.785 million shares of your company’s common stock, representing an approximate seven percent ownership position?

In a “bet the market cap” move, Tech Data Corp. took these actions, acquiring Avnet’s Technology Solutions business in 2017. Technology Solutions partners with more than 40 of the world’s top information technology (IT) vendors to address the IT business needs of 20,000 customers in more than 80 countries, including the Asia Pacific region (a new market for Tech Data). This acquisition makes Tech Data the largest public company headquartered in Florida by revenue, and is expected to catapult the company to a position among the forthcoming 2017 Fortune 100.

David Walker, director of NACD’s Florida Chapter as well as Chico’s FAS, CoreLogic and CommVault Systems, moderated a conversation featuring Robert M. Dutkowsky, Tech Data CEO and incoming chair; Steven A. Raymund, retiring Tech Data chair; and Charles “Eddie” Adair, chair of the board’s Transaction Committee. The panelists discussed the acquisition at a recent NACD Florida Chapter event held at Tech Data headquarters in Clearwater, Florida.

The Importance of Strategic Planning

At the urging of the Tech Data board, Dutkowsky and the management team undertook a significant strategic planning process two years prior to the acquisition. Called “TDNext,” the project was an iterative one, with the board pushing back several times before a final plan was achieved. The board’s strategic planning process revealed a customer demand to accelerate growth in the “third platform.”

The third platform refers to the ability to leverage the cloud, mobility, big data, and other next-generation technologies for business, as businesses move beyond the first two platforms, mainframes, and client servers. The company recognized that Technology Solutions, which delivers technology services, software, hardware, and solutions across the data center, would be complementary to Tech Data’s diversified portfolio of offerings in moving customers to the third platform. Also, the plan’s revelation that Tech Data was overweighted in Europe was validated the day that Brexit was announced and the company’s stock dropped significantly.

M&A Experience and Unexpected Bumps

A perfect alignment occurred at Tech Data to move the acquisition forward. The management team was ready, and the balance sheet supported the deal. The highly experienced board had guided multiple acquisitions at the company and elsewhere; the culture of the board was one of trust with each other and with management; and a transaction committee comprised of three committee chairs, led by Adair, acted as a consultancy and cheerleader for management during the negotiations.

One unexpected bump did occur during the acquisition process. Rick Hamada, chief executive officer of Avnet, abruptly departed as the agreement was nearing completion. With Hamada as the primary point of contact for the deal until that time, Dutkowsky had to find common ground with a new CEO during final negotiations.

Integration, Integration, Integration

Despite the alignment of board and CEO at Tech Data, the road to a successful deal still lies ahead as Tech Data integrates Technology Solutions. According to Raymund, the board now wants to hear about execution, not strategy, for the next several months.

For his part, Dutkowsky praises the relationship he has with his board, saying he can always discuss challenges and hurdles without worrying about finger pointing. That said, when it comes to the work ahead, he adds, “Either I will hit the board’s objectives, or somebody else will…. And I’m fine with that.”

NACD Florida would like to thank the team at Tech Data for hosting the program and the panelists for sharing their experiences with attendees.

Kimberly Simpson is an NACD regional director, providing strategic support to NACD chapters in the Capital Area, Atlanta, Florida, the Carolinas, North Texas and the Research Triangle. Simpson, a former general counsel, was a U.S. Marshall Memorial Fellow to Europe in 2005.