“There is nothing new under the sun,” complained the author of Ecclesiastes. This old lament comes to mind when I hear about “new” solutions in governance. I can usually find a precedent near at hand—whether it is something we have done here at NACD within the director community, or else a solution we’ve seen coming from other governance groups such as managers, shareholders, and professionals.
But I have to say that Bridging Board Gaps:Report of the Study Group on Corporate Boards, released in late April, contains some new perspectives and some new thinking.
A New Gathering
The Study Group on Corporate Boards is new in the breadth of its representation across U.S. public company governance and, frankly, the celebrity status of its members. At NACD we take pride in our Blue Ribbon Commission reports, which bring together a diverse group of participants in governance. The Study Group assembled an equally strong group with a wide range of backgrounds and affiliations.
Study Group Co-Chair Charles Elson
Co-Chairs Charles Elson, University of Delaware; Glenn Hubbard, Columbia Business School; and Vice-Chair Frank Zarb, Hellman and Friedman, currently serve on a total of seven major corporate boards. The Study Group also includes other prominent corporate directors, plus an array of retired chief executives, senior managers, shareholders and professional advisors of note, and also two retired jurists—Chief Justice E. Norman Veasey, retired from the Delaware Supreme Court, and Chancellor William T. Allen, retired from the Delaware Court of Chancery.
Also serving in the Study Group is Arthur Levitt, former chairman of the Securities and Exchange Commission; former Treasury Department Secretary Paul O’Neill; former general counsel of the Securities and Exchange Commission, David Becker; and a representative of organized labor, Damon Silvers, policy director and special counsel of the AFL-CIO. The group even includes Jon Hanson, chairman emeritus of the National Football Foundation and a director of the
Study Group Co-Chair Glenn Hubbard
company that owns the New York Yankees.
So exactly what did the Study Group say that was new? The main message of their report is twofold:
1. There are natural limits to what boards (as part-time nonmanagers), by definition, can do, and we all need to face those limits and adapt to them. Previous reports leave this difficult truth unaddressed.
2. Even given these limits, some boards are falling short of their potential.
The Study Group identified seven gaps: gaps in purpose, culture, leadership, information, advice, debate, and self-renewal. Every member made a significant contribution to the discussion. My own area of focus was the issue of information asymmetry, which I have addressed in a number of NACD publications. Management will always know more than the board about the company; that gap is inevitable, but it can be narrowed.
In my view, however, the truly new message in the report lies in the last three areas: advice, debate, and self-renewal. Boards are not investing enough in advisors; their fear of treading on management’s toes leads to serious gaps in knowledge. Also, boards are too deferential in their discussions. Rigorous debate is required and there is also a place for outright dissent (votes need not always be, as they usually are, unanimous). And finally, the third message that to me seems quite new is the suggestion that although obviously evaluation is the best way to refresh board membership, boards should consider term limits—a backstop that fewer than one in ten corporate boards have implemented, according to NACD research.
A New Start
Although as a lifelong auditor, I am constitutionally incapable of being star struck, I must say it was an honor to serve with this distinguished group. Indeed, I can’t imagine any American man or woman of business being uninterested in what this unique and high-caliber team has to say. I commend this report to the attention of every corporate director, and to all who care about free enterprise in America and in our global economy.
Get the Report and Discuss Its Recommendations with Jon Hanson, Charles Elson, and Ken Daly
Ken Daly and Charles Elson will be joined by fellow Study Group member Jon Hanson to discuss the recommendations in their report at the Master Class NACD will conduct in Wilmington, DE, June 7- 8, 2011. The Master Class is open to experienced directors only, and is best suited to lead directors and committee chairs. Check out the full agenda here. To register for the Master Class, where you will receive a complimentary copy of the Study Group report, click here.
NACD’s most recent Board Confidence Index (BCI) mirrors this view of restrained optimism. First exhibited last winter, directors no longer feel the hesitancy that somewhat immobilized companies in autumn of 2010, but current business conditions have not yet improved to a level encouraging outright enthusiasm. The overall BCI rose to 64.9 in Q1 2011, a slight improvement over the previous quarter’s overall index of 64.4.
Despite this incremental improvement, directors are less confident about the future in the short run, as opposed to a year out. Waiting for final rules from the Securities and Exchange Commission on shareholder voting and transparency, proxy access, and the new whistleblower programs, it is no surprise that on the cusp of proxy season boardroom expectations for the next quarter dropped to 57 from 60 in Q4 2010.
It should be noted that the BCI is a snapshot, taken nearly a month ago. Since then, significant events have dominated the news. The economy has been shaken by the aftermath of the terrible natural disasters in Japan, the unrest and turmoil in the Middle East, and the near-shutdown of the U.S. federal government over budget debates.
While fewer consumers believed jobs were plentiful in March, directors were more optimistic. In Q1 2011, 48% of directors responded that their hiring remained the same, while a third said their companies’ hiring practices resulted in a net gain. Looking forward, more than half responded that their hiring practices would remain the same.
Information technology is a fast-paced environment, and most directors are playing a game of catch up. In the past, technology was reserved for providers, such as Apple or Microsoft, or Internet leaders, such as Google or Amazon. Today, every business relies on technology through a constantly evolving list of options, such as increasing operations efficiency or social media. As expected, this increased reliance on technology entails a higher risk profile, evidenced in security breaches or system malfunctions. Despite these increased risks, recent studies have found that many boards need to refocus how they view information technology (IT).
NACD and Oliver Wyman’s Global Risk Center recently conducted a study to address the issue of IT risk oversight titled Taming Information Technology Risk. According to the survey, nearly half (47%) of directors are dissatisfied with their board’s ability to provide IT risk oversight. Almost a third of directors believed failure to properly provide IT risk oversight stemmed from insufficient expertise at the board level.
A substantial number of corporate boards feel they have not yet met the level of oversight the topic requires. A recent report from the Deloitte Center for Corporate Governance found that while directors should examine IT projects with the same level of scrutiny as any other major capital expenditure, this is rarely the case. The same report also recommended that boards add “tech-savvy directors” who can provide the board with expert oversight.
While every board member will not be an expert in IT, all directors should be well-versed on the subject and able to discuss IT risk oversight in relation to their company’s strategic planning. In Taming Information Technology Risk, six questions are provided that should be on every board’s agenda:
How do you determine the strategic importance of IT to the business?
How do you evaluate the evolving IT capabilities of competitors that could threaten our industry position?
How do you allocate dollars across the portfolio of IT investments to ensure an efficient risk return?
What trade-offs are you making in managing the IT portfolio?
How are you effectively executing major IT programs?
How do you ensure that a breadth of best practice capabilities and processes are in place to protect the firm from operational and security risks—both now and in the future?
The above six questions provide a foundation of the questions boards should ask regarding technology-related decisions. Directors should also take into consideration the ways technology touches their specific company when scrutinizing IT projects. Also, just asking the right questions will only get boards halfway to the finish line. Understanding what constitutes as an acceptable answer is just as critical.