An old boardroom adage is that directors must be “proactive,” rather than “reactive.” But what does this mean? When disruptive events occur, boards need to respond to them—so isn’t this reaction? I believe that board action must be based on principles, which I define (with Merriam-Webster) as a “moral rule or belief that helps us know what is right and wrong and that influences our actions.” A board’s response is reactive if directors focus mainly on an event; it is proactive if it stems from their values.
Principles can make a positive difference in the destinies of enterprises that embrace them. That is why NACD is in the principles business, so to speak. Every year since our first Blue Ribbon Commission gathered to discuss executive compensation a quarter century ago, we have been asserting general concepts that have had a measurable impact on boards. As this past research blog explains, many of our Blue Ribbon Commission reports and the principles they advocate have had a measurable influence on board practices. We know this by comparing the recommendations of our reports, and subsequent changes in practices as measured by our surveys.
And the good news is that a principles-based approach to governance can improve corporate financial performance. While many governance researchers have tried and failed to show a correlation between specific governance practices and financial performance, performance does seem correlated to an overall principles-based approach. Following the introduction in various countries around the world of principles-based governance (e.g., comply or explain stock listing standards), there have been improvements in financial performance. Studies in many jurisdictions, including Austria, Canada, Kenya, New Zealand, demonstrate the evidence.
Principles can also forge consensus. When you boil things down to basic principles, the three main actors on the governance stage—management, shareholders, and directors (the three sides of the so-called governance triangle)—think remarkably alike. Governance pioneer Ira M. Millstein noted this ten years ago in an NACD board discussion. When Ira speaks, boards listen. He was the original author of the first governance guidelines at General Motors Co., and, with Holly Gregory, a drafter of the original OECD Principles of Corporate Governance, another powerful guide to board work.
The NACD board responded to Ira’s idea by urging us to undertake what became the original Key Agreed Principles, which presented all known areas of agreement in principles published by the Business Roundtable, the Council of Institutional Investors, the International Corporate Governance Network, and NACD. NACD principles at the time numbered in the hundreds; they resided in the many Blue Ribbon Commission reports we had published on various governance subjects.
Other Notable Principles Documents
Since then, the Key Agreed Principles document has remained relevant to many boards. We have seen these Key Agreed Principles affect positive change in many areas, and we have seen other groups seek a principles-based approach to their activities.
In the future, in consideration of the new blueprints from these other groups, as well as developments at NACD itself, we will release a new edition of the Key Agreed Principles. To do so, we will once again compare the principles currently advocated by the original signatories.
Why keep the Principles document going? I believe that when directors apply sets of principles, rather than a hodgepodge of arbitrary rules, they can engage their minds and wills for action. Some principles in corporate governance prove so true that they operate as powerfully as first principles in science, determining outcomes. It may well have been principles that created our very nation. After all, Thomas Paine noted that “An army of principles can penetrate where an army of soldiers cannot.”
With good principles at hand, boards are always ready to respond to the next crisis, and to prevail with strength and wisdom. We trust that the power of principles will continue to animate corporate governance—and improve firm performance—in the years to come.
With headlines trumpeting high-level firings for “inappropriate behavior” in a variety of domains, it’s become more obvious than ever that corporate culture matters, and that boards should oversee it. So what exactly is corporate culture, and how can it be overseen? These questions might sound new, but they are as old as the corporate governance movement that began some 40 years ago when NACD was founded. Indeed, for the past four decades, the role of the board in overseeing corporate culture has been growing in breadth and depth, and much can be learned from history.
The Foreign Corrupt Practices Act of 1977 made the board a vigilante against foreign bribes. The original law made it illegal to do business abroad “corruptly” and required “internal controls” through oversight of books and records.
In 1987, the Committee of Sponsoring Organizations of the Treadway Commission put the board on alert against misdeeds not just in faraway lands but down the hall: its Treadway report required independent audit committees to prevent fraud in general.
Another decade later, in 1996, the Delaware Chancery Court’s decision In re Caremark International Inc.said that directors have an affirmative duty to seek reasonable assurance that a corporation has a system for legal compliance. Soon thereafter, NACD published its first handbook on ethics and compliance, authored by NACD pioneer Ronald “Ronnie” Zall, an attorney and educator then active in the NACD Colorado Chapter, which later established the Ronald I. Zall Scholarship in his honor.
In late 2007, as global equity markets went into panic mode, NACD forged Key Agreed Principles of Corporate Governance for U.S. Public Companies, highlighting all areas of agreement among management (the BRT), directors (NACD), and shareholders. Our report, published in 2008, stated that boards must ensure corporate “Integrity, Ethics & Responsibility.” NACD Southern California Chapter leader Dr. Larry Taylor began writing on “tone at the bottom,” publishing a series of articles and books on the topic over the next several years.
And now, in 2017, board oversight of culture has become more important than ever. Our NACD 2017 Blue Ribbon Commission Report on Culture as a Corporate Asset provides useful guidance.
NACD’s 2017 Commission made 10 recommendations, starting with this one:
The board, the CEO, and senior management need to establish clarity on the foundational elements of values and culture—where consistent behavior is expected across the entire organization regardless of geography or operating unit—and develop concrete incentives, policies, and controls to support the desired outcome. The Commission report explains that these foundational elements involve two sets of standards: first, the values and behaviors that help the company excel and that are to be encouraged, and second, the behaviors for which there is zero tolerance.
As I write this blog in December 2017, the business media are continuing to report firings or sabbaticals for executives—some 20 in the past eight weeks alone—over reportedly inappropriate conduct or speech. Many of these pertain to sexual harassment, but the corporate desire to clean house seems to be spreading like wildfire to other domains. One executive was recently fired for making a disparaging remark about regulators in private conversation to a former employee. Could a policy have prevented this? I think so.
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The NACD Commission urges a proactive approach backed by policies and training. The good news is that many companies are taking preventive action. A Wall Street Journal article titled “Harassment Scandals Prompt Rapid Workplace Changes” cites numerous companies that are instituting training to avoid bad behavior in the workplace. Some like Vox Media and Uber Technologies are responding to scandals. Others like Dell, Facebook, Interpublic Group of Cos., and Rockwell Automation are acting more proactively.
Boards in these companies and others are starting to oversee culture in proactive ways, but they still have a long way to go. Our most recent 2017–2018 NACD Public Company Governance Survey found that oversight of culture is stronger at the top than at lower levels, but that boards are taking steps to correct the imbalance.
The best cultures don’t happen by accident. They are intentional. They happen when a company makes a concerted effort to foster a good culture.
This past Friday, October 20, National Association of Corporate Directors (NACD) staff packed up and readied itself for a big move. After five years on Pennsylvania Ave., NACD’s national office relocated across the Potomac River to Arlington, Virginia. NACD staff turned what could have been a stressful moving day into an opportunity to give back to the community that it works in through its first Day of Service.
Packaging food for delivery
Serving hot meals from a mobile food kitchen
President and CEO Peter Gleason championed NACD’s Day of Service as a way to involve staff in volunteer activity and to demonstrate that the organization is dedicated to supporting the lives of others. NACD spent time with several local nonprofit organizations, including:
Martha’s Table, an organization that seeks to provide healthy meal and food programs for children and their families. For over 37 years, Martha’s Table has worked to support children, families, and neighbors by making healthy food and quality learning more accessible.
DC Central Kitchen, whose mission is to use food as a tool to strengthen bodies, empower minds, and build communities. This organization provides culinary training for jobless adults and then hires them to prepare 3 million meals annually for homeless shelters, schools, and nonprofits.
Capital Area Food Bank, an organization working to solver hunger, chronic malnourishment, heart disease, and obesity. It provides 540,000 people in and around the nation’s Capital access to healthy food annually.
Food & Friends, whose vision is to provide meal delivery to people with HIV/AIDS, cancer, and other serious illnesses who have limited ability to provide nourishment for themselves. Their simple premise is that anyone can get sick and everyone can help.
Organizing food for a “market day” at an elementary school
One group of NACD volunteers reported back from Martha’s Table with this experience:
“Our crew of four baked about 230 muffins in one afternoon for our Day of Service assignment. Martha’s Table is a charity that has various aims, including introducing healthy eating to those who might not have access to traditional resources, such as those experiencing homelessness. Their mobile soup kitchen, McKenna’s Wagon, provides meals daily at various locations. The muffins we baked and packaged were destined to go on the truck Friday night as dessert for those that McKenna’s Wagon served. We had a lot of fun baking at Martha’s Table. We had a recipe for apple spice muffins and an aggressive timeline to meet! Everyone pitched in, bonded, and encouraged each other. It was a rewarding experience.”
Baking for a mobile soup kitchen
Do you know a deserving organization in the metropolitan Washington, DC area that could use volunteers in the future? Make your suggestion by leaving us a comment.