Underlying NACD’s Directorship 2020 initiative is a single observation: capitalism—and the role of the director—is changing. There are the more obvious forces behind this shift: vocal shareholder activists, a steady stream of regulation impacting the boardroom, emerging technologies, and the increasingly global marketplace; however, a quieter influence is also taking hold of capitalism: looking beyond the bottom line.
Since their formation, the ultimate goal of corporations has been to generate profit, and therefore shareholder return. As such, total shareholder return has served as a universal metric for investors when analyzing a company’s performance. Recently, several companies have been profiled for their use of “capitalism with conscience.” Panera Bread, for example, has established a number of locations which allow the customer to “pay what you can”; Intel not only links compensation to sustainability but ties employee bonuses to environmental metrics; and Office Depot announced this week the second round of its national “Green Business Challenge”— a public-private partnership launched in 2010 with ICLEI USA. These companies represent just a fraction of those embracing this “softer” side of capitalism. The list of companies upping the ante with respect to sustainability efforts is rapidly growing to include General Electric, Nordstrom, Microsoft, Starbucks, and more.
Observing this trend, Northwestern University Professor and former CEO and Chair of Bell & Howell Bill White posed this question at the recent NACD Directorship 2020 symposium in New York City: should we rename “total shareholder return” to “total stakeholder return”? Although attendees did not commit to a change in nomenclature, they generally agreed that stakeholder return was a necessary consideration in the boardroom. In fact, a key takeaway from the event was a recommendation that the board encourage metrics that foster stakeholder engagement as a strategy for risk mitigation.
Establishing a metric tied to sustainability is not entirely new. In 2010, NACD’s Blue Ribbon Commission on Performance Metrics recommended boards consider non-financial metrics in addition to the more traditional financial metrics, including categories such as community engagement, environment, health and safety, and corporate social responsibility. Additionally, earlier this year NACD Directorship magazine featured a comprehensive primer to sustainability in the boardroom.
Yet many still view sustainability and shareholder return as an “either/or” situation: attention to the former detracts from the latter. At the Bricks and Sticks Sustainability Symposium—an event produced by the U.S. Chamber of Commerce’s Business Civic Leadership Center—panelists representing the various stakeholders involved in public-private partnerships observed that today it is instead a “both/and” scenario. Sustainable long-term economic growth is dependent upon continuing environmental and stakeholder health, and vice versa. Directors play a critical role, according to Yalmaz Siddiqui, senior director of environmental strategy for Office Depot. The organization’s successful Green Business Challenge was in part driven by a strong message from the boardroom encouraging increased focus on sustainability.
Innovative and sustainable solutions for economic growth often require far-reaching and long-term thinking, which can pose a challenge for boards hindered by a more immediate, short-term focus on the bottom line. At upcoming symposiums in Chicago and Los Angeles, NACD Directorship 2020 will continue to explore how—and with which metrics—the board can oversee this changing facet of capitalism.
After a visually stunning acrobatic performance by members of Cirque du Soleil, NACD Chairman and former U.S. Secretary of Commerce Barbara Hackman Franklin opened the 25th NACD Board Leadership Conference with a call to restore public trust in capitalism.
With conference attendees representing nearly all 50 states, all of NACD’s 22 chapters and 10 countries ranging from Kuwait to Jamaica, Franklin noted that “governance is indeed global.” However, her focus on capitalism was focused specifically on the American style of market capitalism. From a historical perspective, capitalism generally falls under attack following economic crises and scandals. The Enron and Worldcom scandals resulted in the enactment of the Sarbanes-Oxley legislation one decade ago. Today, directors are in the process of incorporating the many provisions to come out of the 2010 Dodd-Frank financial reform legislation.
In her speech, Franklin noted that public distrust of business executives is at an all-time high. As such, businesses are operating under the “new normal.” No longer are public companies expected to just make a profit for shareholders. According to the NACD chair, the smartest companies are paying attention to such areas as the environment, sustainability, and diversity.
Franklin listed five ways directors can support a restored faith in capitalism:
1. Be the best [directors] can be.
2. Stress the tone at the top: The critical ingredient for long-term ethical behavior is culture.
3. Build a strong board that values openness and candor.
4. Push for corporate social responsibility actions to be embedded in the company strategy.
5. Stay current: Continuing education for corporate directors is a necessity.
The time to act, according to Franklin, is now. If companies do not step up, the government will step in.
As reported in The Dallas Morning News and featured in Monday’s NACD Directors Daily, more than 80 percent of Americans believe there should be limits on the amount of money corporations can contribute to groups trying to influence political campaigns. More than two years after the U.S. Supreme Court’s Citizens United ruling, corporate political spending remains under scrutiny, and shareholder resolutions regarding the disclosure of political activity make up the largest portion of environmental and social policy proposals. While the number of political proposals has doubled since 2008, they have leveled off since 2011, with 116 proposals filed in 2012 to date. The average level of shareholder support for these proposals, depending on company size, sits at low to mid 20 percent, higher than the average of 18 percent support for environmental or social policy proposals.
Most shareholder proposals request disclosure of political or lobbying spending, while a small number of proposals seek to actively limit these corporate expenditures. The latter group either seeks advisory votes on political spending (averaging 7 percent support) or calls for a stop to all political spending (averaging 3 percent support).
Research studies are inconclusive regarding the effects of corporate political expenditures on shareholder value. A number of studies have found positive correlations between political contributions or lobbying activity and benefits to economic and shareholder value. Within the last few years; however, three new studies have found negative correlations, claiming that corporations involved in political spending suffer from decreased shareholder value or under perform their peers.
This proxy season, the Center for Political Accountability (CPA) submitted 51 political disclosure proposals, making it the most active shareholder activist group in this regard. It has also released its model resolution template for 2013, which may be, if this year’s trends continue, the most frequently employed political disclosure proxy proposal. On last week’s episode of BoardVision, NACD spoke with Ken Gross, head of the Political Law practice at Skadden Arps, who provided directors with insights on these shareholder proposals.