Category: Corporate Governance

How Are Public Company Boards Transforming Themselves?

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The National Association of Corporate Directors (NACD) released the 2016–2017 NACD Public Company Governance Survey late in 2016. The survey, which NACD has administered for two decades, helps directors affirm that their governance practices are effective, fit for purpose, and clearly communicated to shareholders. Our members find value in benchmarking their companies’ approach in areas such as board structure, composition, education, recruitment, and evaluation year over year, and they use the results to identify opportunities for improvement and validate board priorities for the coming year.

What did we learn about changes to public company governance in the previous year?

Although we did not see any seismic shifts in how public companies govern themselves, the data indicate that corporate boards are slowly adapting to heightened expectations about their contributions and performance.

Let me share 10 key takeaways from this report and illustrate some of the changes we have observed in our analysis.

Pub Co Blog Graphs-011. Overseeing Uncertainty Economic uncertainty and business-model disruption are among the top concerns for corporate boards in 2017. Respondents also report that major industry changes, growing regulatory demands, and cyberattacks will significantly affect their companies over the next 12 months. Global economic uncertainty was selected by 60 percent of respondents as one of the five trends that will have the great­est impact on their companies over the next 12 months, most likely in light of ongoing economic turbulence that includes the fallout from Brexit, emerging markets volatility, and the protectionist trade stance of the new US administration.

2. Deeper Board Engagement with Strategy Setting Growing external uncertainty seems to accelerate the momentum for increased board leadership in strategy. For more than half of boards, active involvement in the development of strategy is a goal for major improvement over the next 12 months. Recognizing that successful strategy setting and execution in this volatile environment are challenges, boards are eager to move from the traditional review-and-approve process to more active strategy engagement earlier and on an ongoing basis, allowing directors to examine underlying assumptions, competitive dynamics, and alternatives.

Pub Co Blog Graphs-023. The Tyranny of Short-Termism Maybe the most important structural barrier to board engagement in strategy setting is the intense short-term performance pressure placed on both boards and management. Seventy-five percent of respondents report that management’s focus on long-term value creation has been compromised by pressure to deliver short-term results, while 29 percent report that pressure on boards to focus on short-term performance inhibits their ability to effectively oversee long-term strategy development.

4. Risk Oversight Moves to a Higher Standard Board risk oversight is becoming a robust practice, with a large number of boards looking beyond a review of the top risks to consider the linkage between risk and strategy, the impact of incentives, and the strength of their company’s risk culture. Many boards now receive frequent reports on key components of risk management, including summaries of top risks, emerging risks, and their mitigation. According to our survey, 63 percent of them perform in-depth reviews of specific top risks. Perhaps in response to the recent corporate debacles in the auto industry and banking sector, more than 57 percent of boards now assess whether incentives used in the company’s compensation structure could inadvertently create or exacerbate risks.

Pub Co Blog Graphs-035. Struggling to Meet the Cybersecurity Challenge Directors continue to wrestle with effective oversight of cyber risk. Many of them lack confidence that their companies are properly secured and acknowledge that their boards do not possess sufficient knowledge of this growing risk. Fifty-nine percent report that they find it challenging to oversee cyber risk, and only 19 percent of respondents report that their boards possess a high level of knowledge about cybersecurity. While 37 percent of respondents feel confident and 5percent feel very confident that their company is properly secured against a cyberattack, many of their boards may lack sufficient expertise or adequate information to confidently assure that cybersecurity defenses are indeed effective.

6. Managing a Growing Board Agenda The average director time commitment has stayed relatively flat at 245 hours per year, with more time spent on preparations and less time on travel compared to last year. The average number of meetings has also remained flat. Facing ever-expanding agendas, boards struggle to effectively prioritize their scarce meeting time. When asked about time allocation over the last 12 months, more than a third of respondents indicate that their boards spent too little time on director education, executive leadership development, cyber-risk oversight, board succession planning, sustainability, CEO succession, and information technology oversight.

7. Information Rich, Insight Poor Boards receive much information from management but express concerns about the quality of that information. While directors noted an average increase of 12 hours for document review in preparation for meetings, roughly 50 percent of respondents noted a glaring need for improvement in the quality of information provided by management.

8. Increased Shareholder Engagement Boards are increasing their shareholder engagement, but their level of preparedness to address activist challenges is uneven. This year, 48 percent of respondents indicate that a representative of their board held a meeting with institutional investors over the past 12 months, compared to 41 percent in 2015. Only 25 percent of respondents have developed a written activist response plan, which may be a critical tool to effectively address a forceful challenge from an activist.

9. The Increasing Reliance On Search Firms for Director Recruitment Boards no longer primarily rely on personal networks to recruit new directors, signaling increased professionalism and a desire to tap into a wider network of candidates. For the first time since NACD began to survey its members on this issue, search firms were the leading source boards used to identify their most recently recruited director.

10. Only a Minority of Boards Conduct Individual Director Evaluations Only 31 percent of respondents report that improving the board evaluation process is an important or very important priority for their boards in the next 12 months. In fact, just 41 percent of boards now use individual board evaluations, and an even smaller number use the results of these evaluations to make decisions about replacing directors.

To learn more, visit a previous blog with an infographic of the survey’s findings

Perspectives for Leadership: The New World Order

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Regardless of which party is in the White House, the National Association of Corporate Directors’ (NACD) more than 17,000 members will have a significant impact on both our economy and the country’s social fabric. The importance of strong corporate leadership was one of many topics discussed when the NACD Atlanta Chapter hosted a discussion about the Trump administration’s new world order.

Despite different party allegiances, six-term Vermont Governor Howard Dean and Republican strategist Ron Kaufman shared their optimism about the country and the global economy. Moderator Eric Tanenblatt led an informative and insightful discussion in which each panelist shared his perspective on topics relevant to business leaders.

President Trump’s Victory

AtlantaNewWorldOrder

From Left: Eric McCarthey, NACD Atlanta Chapter chair; Governor Howard Dean; Renee Glover, NACD Atlanta Chapter board member and event organizer; Ron Kaufman; and Eric Tanenblatt

Governor Dean, former chairman of the Democratic National Committee and six term-governor, opined that despite some of the unpleasant overtones of the Trump campaign, President Trump’s victory can at a high level be attributed to discontent with the economy, and specifically to the impacts of automation and the Internet. The perception that jobs have been lost to overseas manufacturing is more likely due to workforce reductions resulting from automation. At the same time, the Internet has changed both how people receive information, and the quality of the information they receive.

As a result, many people voted for Trump because he represented change in a time when the “haves” and the “have nots” are at odds. A similar sentiment has been seen in England with the Brexit vote, and in current political tides elsewhere in Europe.

Mr. Kaufman, a senior advisor to US presidents, governors, and members of congress, concurred that the appetite for change was a significant factor in Trump’s election. He shared that during his work on behalf of candidate Jeb Bush and then candidate Trump, many of the voters he met were attempting to decide between Trump and Senator Bernie Sanders.

Trade and Foreign Policy

Despite both political parties having adopted anti-trade rhetoric, both panelists emphasized the ongoing importance of global trade. Dean noted that global trade has lifted billions out of poverty, and Kaufman added that in the new world order, the economy continues to be global. Misunderstanding this fact, he added, could be disastrous.

While both panelists were optimistic in general, Dean cautioned that the Trump administration’s foreign policy ultimately could have a significant impact on the domestic economy.

Healthcare

Given Congress’ intent to make sweeping changes to the Affordable Care Act, our panelists turned to healthcare. Both Dean and Kaufman agreed the issue is extremely complex and that buying insurance across state lines is trickier than it might seem. State insurance regulators would likely take steps to fight a system under which its citizens could buy policies from other states. States, Kaufman said, built programs based on their specific problems, like those Governor Mitt Romney addressed in Massachusetts. Other states have different challenges and concerns, which make a national plan difficult.

Dean suggested that the ACA could be modified, including the fee-for-service model, which is a major driver in the increasing cost of healthcare. He also suggested that the individual mandate should be repealed, given how much Americans dislike government mandates.

Role of Millennials

In speaking about the Democratic Party, Dean emphasized how important millennials are to the future of the party and the future of the country. This demographic doesn’t like institutions, and millennials know that they can take part in changing societal behavior using nothing more than a smart phone. Millennials also tend to be libertarian on fiscal issues and progressive on social issues. Young people are impatient for change and have the energy to make it happen. According to Dean, the Democratic Party should ensure its next leader resonates with this group.

Key Issues

Dean believes key issues the nation must address include:

  • Election reform – have an independent commission determine voting districts
  • National debt – bring the debt under control
  • Income inequality – change the tax code to allow people to get rich by helping others (ex., building affordable housing)

Kaufman added his key issues:

  • Term limits – impose de facto term limits by means such as taking away retirement plans for government officials and their staffers
  • Education – deploy resources to this, our biggest challenge
  • Opiate addiction – declare war on opiates, especially in rural areas
  • Defense – reorganize defense and use the savings for education

Education

Both speakers stressed the importance of education in terms of growing tomorrow’s workforce.

Kaufman believes that charter schools and vouchers can play an important role. Dean agreed on charter schools; however, he expressed concern about vouchers creating a more segregated society, where parents send their children to school with those of a similar background. Dean feels that such segregation would be problematic for the country in the long term. He shared that Republican school board members in rural areas are sometimes the biggest opponents to vouchers, as they would allow parents to move their children to larger school systems with more benefits.

Dean warned that student loan debt is a simmering issue that is impacting incentives in the workforce and could provoke a crisis in the years to come. He pointed to the fact that some communities are suffering from a physician shortage because many medical students are choosing specialties more lucrative than primary care in order to repay staggering student loan debt.

Kaufman suggested that, while we must change the education system, the answer may not lie in Washington, DC, and a variety of approaches may need to be deployed. In any case, he suggested that the older generation “should get out of the way and let the kids be in charge.”

This intelligent and respectful discussion of the issues came to an end with both speakers agreeing that America is an exceptionally strong country in which leadership—including the kind provided by American corporations—matters.


Dean and Kaufman are both Senior Advisors in the Public Policy and Regulation practice at Dentons, and Tanenblatt is chair of Dentons’ US Public Policy practice and a leader of the global Government sector team and global Public Policy and Regulation practice, focusing on governmental affairs at the federal, state, and local levels.

Note: The views and opinions expressed in this blog are those of the speakers at this event and do not necessarily reflect the views or opinions of NACD or the NACD Atlanta Chapter.

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

Best Practices for Overseeing Talent and Tone

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A company’s human capital can be a complicated area of oversight for any board, especially when attentions must be turned to the top spot in the C-suite. Here, directors must ensure that the company is attracting and retaining the next generation of leading talent that will realize the company’s future success while setting a tone that promotes integrity throughout the organization.

A daunting task, yes, but one that’s not insurmountable.

The National Association of Corporate Directors (NACD) invited Blair Jones, a managing director at Semler Brossy Consulting Group, and Craig Woodfield, a partner at Grant Thornton and leader of the firm’s audit services practice, to offer their insights on these issues as part of a larger panel discussion at the Leading Minds of Governance–Southwest event.

Highlights from their conversation with NACD Directorship Publisher Christopher Y. Clark follow.


What is the compensation committee’s role in succession planning and talent development?

Blair-Jones

Blair Jones

Blair Jones: While responsibility for succession planning ultimately rests with the full board, there are a number of things the compensation committee can do from a process perspective to support this objective.

First, the committee can look at leadership competencies and the overall leadership development process. The succession plan needs to be supported by a pipeline of talent throughout the organization. And the committee needs to know how that pipeline is developed—be it on-the-job mentoring, developmental role assignments, action learning programs, individual coaching, or relationships with business schools. Consider bringing in a leader who has been involved in these leadership development programs to speak about their experiences.

Second, the compensation committee can spend time with high potential candidates at board dinners and through individual meetings. When the committee is determining end-of-year pay decisions, the CEO typically reviews people. Having met some of these individuals, it’s easier to participate in a discussion of what’s being done to take them to the next level. The committee can also make sure that the pay decisions actually fit the directions coming out of the succession planning process.

Compensation committees should also consider following results from employee engagement surveys. Ask: What do these results say about our ability to motivate talent and to retain them in the organization? This will help you get a better feel for the tone and culture of the company.

Look at diversity and inclusion initiatives. Understand the statistics and how those are changing over time throughout the organization. Also, spend time with talent management and succession planning the next level down. The board primarily works with the senior level, but the company’s future leaders are going to come from another level in the organization and the compensation committee can help with succession planning by taking an initial look at the next generation.

What are the best practices for the board to make sure the company has the right tone at the top?

Craig-Woodfield

Craig Woodfield

Craig Woodfield: I look at this from an auditor’s perspective, which defaults to the financial reporting side. The appropriate tone at the top deals with every risk of significance that could face a company.

Directors who are in a public company environment are probably familiar with the Committee of Sponsoring Organization of the Treadway Commission’s framework for internal controls and I would encourage private and nonprofit company directors to familiarize themselves with it. The revised framework from 2013 really is the gold standard and it applies to every company and every board. There are seventeen principles listed in that framework and the first five all deal with tone at the top issues. If you look at them, none of them are focused specifically on financial reporting.

As directors, we need to take these criteria seriously to ensure that there are structures in place that create a tone that promotes ethical values. The chief executive is the key here. As an auditor, I have a lot of exposure to public companies, and while most of them have a good tone, there are exceptions. The commonality among those exceptions is a chief executive who doesn’t have the right approach combined with a board that doesn’t have the right level of oversight.

Here are a couple warning signs: a chief executive who has a very domineering personality, that doesn’t take feedback well, or doesn’t respect the board’s responsibility to protect him or her. On the other side, if you have a weak leader and there’s a power vacuum at the top where there is no system of checks and balances, that’s an even greater warning sign because the board becomes dependent on each individual leader of each group within the organization. That situation is much more difficult to control.

We all want strong leadership in the companies we serve. One of the things that boards can do is help educate the chief executive about the nature of that relationship. And the role of the board is to help control that. A warning sign that that balance isn’t there is if we as board members don’t have access to the direct reports. And you want to empower the CEO—you don’t want to undermine or go around them. From an audit standpoint, it’s a real warning sign when the CEO or CFO tries to get in the way of the auditor or audit partner’s direct relationship with the board.


Want more? A panel of Fortune 500 company directors and subject matter experts will offer their insights on issues ranging from cyber resilience to the latest regulatory trends at Leading Minds of Governance–Southeast. Join us on March 16 in New Orleans, LA. Space is limited—register today.

Next week, coverage of the Leading Minds of Governance–Southwest event continues with highlights from a discussion on cyber risk and the legal liabilities of international companies.