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Sustainability and Social Responsibility: Considerations and Tools for Boards

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Ashley Marchand Orme

Learning how to implement sustainable business practices can be challenging for companies in any industry, and boards may wonder how to integrate sustainability issues into discussions with management. NACD has compiled a set of resources offering practical information to help boards discuss climate-related risks, as well as opportunities associated with environmentally- and socially-sustainable business practices.

The first step is to assess why sustainability and social responsibility are such hot topics for the boardroom. Two important factors to consider are the political environment and shareholder expectations.

Signals From the Current Administration

President Donald J. Trump in June announced that the United States would be withdrawing from the Paris climate agreement, an international deal in which 191 countries have pledged to work toward goals to restrict the increase in temperatures globally to less than 2.0°C and reduce the amount of greenhouse gases being created.

The president in April also signed an executive order aimed at “promoting energy independence and economic growth,” curtailing federal environmental regulations. The order instructs the Department of the Interior to lift former President Obama’s ban on coal leasing activities on federal land.

Watchdog group Environmental Integrity Project recently reported that this year, the Trump administration, when compared to the prior three presidential administrations in the same period, has collected approximately 60 percent less in fines from companies’ violations of pollution-control regulations.

Opposing Pressure From Shareholders

Despite strong signals from the current administration that enforcement of environmental-related regulations will decrease over time, shareholders are applying an opposing pressure on corporations.

More than half (56%) of shareholder proposals introduced this year on proxy ballots related to social, environmental, or policy issues, and Proxy Monitor reports that this proportion is the highest it has seen since it began tracking such data in 2006.

Shareholder proposals relating to environmental and social issues 10 years ago sought fairly basic changes such as increased clarity into companies’ environmental policies. The proposals now seek, for example, enhanced disclosures around what the company is doing to manage climate risks and how executive pay links to sustainability initiatives, the Wall Street Journal reports.

Proposals about environmental issues received a record breaking average of 27 percent support this year, according to Proxy Monitor. That percentage was 21 percent last year and fell in the teens before that.

Meanwhile, State Street Corp., a global financial services and investment management firm with $2.47 trillion in assets under management, published a report earlier this year in which they found that traditional obstacles (like the lack of quality data about ESG) to investing more heavily in companies that prioritize ESG initiative are diminishing.

“Over the long-term, environmental, social and corporate governance issues can have a material impact on a company’s ability to generate returns,” Ron O’Hanley, president and CEO of State Street Global Advisors, said in a press release.

NACD’s Responses

Given the increasing expectations of shareholders and NACD’s continued focus on long-term value creation—a focus that requires a sustainability-focused mindset—NACD has curated its Resource Center: Sustainability and Social Responsibility.

Resource centers are repositories for NACD content, services, and events related to top-of-mind issues for directors. In these resource centers, individuals can find practical guidance, tools, and analyses on subjects varying from board diversity to cyber-risk oversight. Below we have highlighted a sample of helpful materials from our new resource center on sustainability and social responsibility.

Thought Leadership & Research

The resource center features a handbook called Oversight of Corporate Sustainability Activities—part of the NACD Director’s Handbook Series—that offers guidance aimed at strengthening the board’s oversight of sustainability issues.

The handbook, produced in conjunction with EY, centers around four key recommendations:

  • Directors should understand the company’s definition of sustainability in the context of the company’s strategy and specific circumstances.
  • The board and management should align on the sustainability message and information the company chooses to report publicly.
  • Boards should clarify roles for oversight responsibility for sustainability activities, including external reporting.
  • Directors need to establish parameters for sustainability reporting to the board regarding the information required to support robust discussions with management.

Expert Commentary

A number of items included in the resource center provide expert commentary on myriad issues related to sustainability and social responsibility. A favorite of mine is “Living in a Material World,” an article written by Veena Ramani, program director of the Capital Markets Systems, at sustainability-focused nonprofit Ceres.

Ramani discusses the corporate director’s critical role in engaging with management over which sustainability issues are material for the enterprise. She offers four suggestions for board members who want to address the materiality of certain sustainability risks.

Boardroom Tools & Templates

The resource center houses several tools and templates to assist directors as they oversee sustainability-related risks and opportunities. One such tool is the “Self-Assessment: Is Your Board Sustainability-Ready?” evaluation. Directors can answer a set of questions to gauge their board’s level of engagement—or lack thereof—in sustainability oversight.

Videos and Webinars

The NACD BoardVision—Sustainability Oversight video in the resource center features a candid discussion by EY subject matter experts Brendan LeBlanc and Kellie Huennekens on how investors are engaging with boards around sustainability and social responsibility issues. (A transcript of the video is also available here.)

Conclusion

Our hope is that you find this resource center useful and visit it often. We will continue to update it regularly with new and interesting content. If you would like help finding resources on a specific subject matter, please let us know. We welcome the opportunity to engage with directors on pressing needs and concerns.

Walter Isaacson on Going Home

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When Walter S. Isaacson winds down his 14-year tenure as the president and CEO of the Aspen Institute at the end of this year, his beloved hometown of New Orleans will be seeing more of him. Students in his classroom at Tulane University will be the lucky recipients of his rich knowledge and experience as he returns as a professor in those stately halls in the Garden District.

Walter_Isaacson

Walter S. Isaacson will speak at NACD’s 2017 Global Board Leaders’ Summit.

Isaacson, who has penned biographies of such greats as Benjamin Franklin, Albert Einstein, and Steve Jobs will speak at NACD’s 2017 Global Board Leaders’ Summit in October on innovation and disruption. (He will also release a new biography on Leonardo da Vinci in October.)

In addition to his work as a writer, Issacson keeps his governance plate quite full: he is a director of United Continental Holdings and an advisory board member of the National Institutes of Health. His nonprofit board service includes the Society of American Historians, the Carnegie Institution for Science, and My Brother’s Keeper Alliance. He also has served as an advisory board member at Perella Weinberg Partners, a global financial services and advisory firm, since 2015.

I recently had the opportunity to correspond with him via e-mail and ask him any question my heart desired. While the edited version of our full interview will run in the forthcoming May/June 2017 issue of NACD Directorship, I saved choice pieces from our exchange that unfortunately landed on the cutting room floor due to the physical constraints of a magazine page.

Many of my questions were inspired by newspaper headlines. “Why I’m Moving Home,” a recent New York Times op-ed piece by lawyer cum venture capitalist J.D. Vance, particularly grabbed my attention because it explores a common question: Can you really go home? Can you re-integrate yourself into that community—let alone revitalize it?

Isaacson seems to think so—and he’s a living example that it’s possible. Both he and his wife have divided their time between Washington, D.C. and New Orleans for some time. “I am happiest in my hometown of New Orleans dealing with issues of urban planning, jobs programs, and education reform,” he writes. “I got re-involved after Hurricane Katrina when I was made vice chair of the Louisiana Recovery Authority. My wife and I have a place in the French Quarter. I think there is more impact to be made when we act locally, and I am lucky that I have a deep passion for the town where I was born and raised.”

And how have the horrors of Hurricane Katrina shaped his worldview? The storm not only physically decimated New Orleans, but in its aftermath, the city’s population dropped by half largely due to storm-related displacements. Isaacson is determined to help reverse this radical demographic shift by invigorating education and entrepreneurialism to attract top talent and great thinkers back to the city.

“Hurricane Katrina reminded me of the value of home,” he writes. “I think that when we are looking for the good we can do and the impact we can have, now is a good time to be looking locally. I am fortunate to have New Orleans as my hometown. We are trying new ways to reform education and make an innovative environment for creative people and entrepreneurs.”

Do you have a similar experience of returning to your hometown to change it for the better? Do you serve on a board that inspires a company to better serve the communities in which the business operates? We’d love to hear from you. Share your experiences in the comment section.


Judy Warner is editor in chief of NACD Directorship magazine.

Top 10 Insights From NACD’s Master Class in Fort Lauderdale

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Ashley Marchand OrmeNACD’s thought-leadership forum, Master Class, convened in Fort Lauderdale, Florida, late last year to discuss how corporate governance is adapting to the current operating environment. Dialogue among directors and session leaders at the event revealed 10 insightful takeaways:

  1. Board engagement in strategy development is a sign of healthy board-management engagement. The board’s role is to question the CEO’s strategy assumptions, offer alternatives, and ensure a long-term value creation. Senior management’s job is to execute the strategy.
  1. Given the complexity of today’s operating environment, it is even more important to stay attuned to disruptive competition in the company’s industry. Spend time outside of board meetings learning which changes—in technology, policy, or through stakeholder demands, for example—are emerging and how your company should address those disruptions.
  1. Demonstrate directors’ commitment to continued education in communications with shareholders, employees, and other stakeholders. While your board may feel that current director evaluations and education requirements are sufficient, review your director education program to ensure that board members’ skills are being enhanced to keep pace with the changing operating environment.
  1. Consider taking a few steps to enhance recruitment of and onboarding for new directors:
    • Consider not only the board’s recruitment needs in the next year, but also in the next several years as directors leave the board and as company strategy evolves.
    • Establish a requirement that the director pipeline includes candidates from diverse backgrounds.
    • Provide a welcome letter with job description to new board members.
    • Tailor new-director onboarding programs to individual directors.
    • Convey a sense of your board’s dynamics with each other and with management to both prospective and new directors.
  1. Determine whether the skillset matrix tests for skills that are necessary for the company strategy. While directors currently serving on the board may have had the skills to help the company achieve its prior strategy, realize that the directors sitting on the board today should be measured against the new ruler of current and future strategy expectations.
  1. Review your board’s bylaws and committee charters to determine whether the documents offer any detail about how directors oversee cultural risk. Probe management about culture. Given recent corporate scandals relating to unhealthy corporate culture, consider adding language to your bylaws and charters to demonstrate a commitment to healthy company culture. Take this commitment a step forward by probing management about how the company currently cultivates a healthy, ethical culture.
  1. Look beyond the information management has presented you to determine the company’s cultural dynamics among not only senior management, but also lower- and mid-level managers. Review online employee satisfaction websites to gauge morale and determine whether behaviors incentivized are realistic and healthy.
  1. Question the quality and volume of information being given to the board on enterprise risks. If the board is receiving 1,000 pages of information monthly about risks, ask whether the board can realistically absorb that information. Ask the chief risk officer to provide the board with a more brief and concentrated view of the risks that need to be addressed, and spend time drilling down on the most pertinent risks, including those that may be sleeping giants.
  1. When stumped on strategy, go back to the beginning. Ask often why the company was founded and what problem the company should help clients or consumers solve. Having a renewed vision of the founder’s mission can help provide fodder as to how to revive that vision in light of today’s operating environment.
  1. Dive deep into consumer trends and behaviors, when considering appropriate strategies. While it may be easy to become mired in the highly technical nature of directorship and oversight, realize that great insight can come from aligning company strategy so that it satisfies customers’ needs and wants.

Add your voice to the next critical conversation. View upcoming NACD Master Class dates.