It’s Time for Companies to Improve Board Diversity Disclosure

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The demographic and expertise-based makeup of public company boards has come under increasing scrutiny from investors as numerous studies continue to correlate elements of diversity with improved company performance.

The National Association of Corporate Directors’ Report of the NACD 2016 Blue Ribbon Commission on Building the Strategic-Asset Board emphasized the essential task of assembling and assessing a board best fit to tackle the challenges of the constantly-changing business environment. At its core, the successful strategic-asset board is a mix of directors with diverse backgrounds who are fit to the purpose of complex oversight. And the demand for diversity is not just about market-based performance—the evidence also shows that diverse boards engage in more robust debates, make decisions that are sounder than they would be otherwise, better understand their customers, and attract higher-performing employees.

diverseboard

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For smaller public companies in the U.S., underperformance in board diversity is even more pronounced. In November 2016, Equilar released a report revealing that small public companies lag behind S&P 500 companies when it comes to board diversity. For example, 23.3 percent of Russell 3000 companies in 2016 had all-male boards versus 1.4 percent of S&P 500 boards.

But does this study tell the whole story? Gender diversity on boards understandably receives the most attention because it’s one of the easiest metrics to quantify. However, measuring progress with the broad brush stroke of S&P 500 (or even Russell 3000) gender statistics does a disservice to the full story of diversity on a company’s board. Diversity in the boardroom best serves a corporation when it’s addressed in a holistic manner, taking into account age, experience, race, and skill sets along with gender. In fact, when the U.S. Securities and Exchange Commission (SEC) adopted diversity disclosure rules in 2009, it allowed companies to provide their own definition of diversity.

At Nasdaq, we’ve taken a detailed look at the board composition of listed companies, including those too small to be included in much-publicized diversity studies. In doing so, we found promising signs of progress. For example, 14 Nasdaq companies have reached or exceeded gender parity in the boardroom versus five companies in the S&P 500. In 2016, 75 women were elected to a Nasdaq-listed company board for the first time. Many of these women came from outside the C-suite, recruited from non-corporate professional disciplines such as university administration, government, medicine, public education, and journalism.

We also discovered that many Nasdaq companies have compelling stories to tell with respect to board composition and their own diversity of age, gender, race, and skill sets. Unfortunately, their efforts go largely unnoticed for the simple reason that they aren’t sharing their story. Only a handful of companies highlight board composition in their proxies using charts and graphs to summarize their board profile metrics. Yet these metrics offer stakeholders valuable insights into the board’s ability to oversee and support management and its strategic plan.

At Nasdaq, we see ourselves not just as a public company, but also as a model for our nearly 3,000 listed issuers. One example of this is our 2016 Proxy Statement in which we enhanced board transparency through graphics and statistics on a variety of metrics. This data illustrates not only the gender diversity of our board, but also the diversity of skills and experience present. We believe this information is valuable for shareholders and the market and we will continue to share it.

As the head of the SEC, an agency focused on disclosure to investors, Chair Mary Jo White observed in a recent speech that “A growing number of company proxy statements have recently begun to voluntarily provide an analysis of data, accompanied by pie charts and bar graphs, to describe the state of the board’s gender, race and ethnic diversity composition, sometimes in addition to other categories… This more specific information is clearly more useful to investors.” In fact, we found a number of Nasdaq-listed companies (both small and large) that shared diversity metrics around board composition in their proxy statements in 2016. These companies include:

As companies continue to prepare for the upcoming proxy season, we encourage your board to consider simple report enhancements that increase the transparency around the diversity of boards, including disclosing not only a board member’s gender and age, but also their ethnicity, skills, and experience. Until such transparency of board composition metrics becomes the norm, the full story of corporate board diversity and the valuable insights it provides to investors will remain obscured.


Lisa Roberts is a vice president in Nasdaq’s Legal and Regulatory Group, where she co-leads the Listing Qualifications department and advises on governance matters for our issuer community. She also manages our Governance Clearinghouse website, which includes original articles on a variety of topics relevant to public companies, such as market structure, corporate sustainability, boardroom diversity, legislative advocacy, cybersecurity, and risk management. This site is available to all public companies and their advisors free of charge.  

This communication and the content found by following any link herein are being provided to you by Nasdaq, Inc. for informational purposes only. The views and opinions expressed herein are the views and opinions of the author at the time of publication and may not be updated. They do not necessarily reflect those of Nasdaq, Inc. The content does not attempt to examine all the facts and circumstances which may be relevant to any particular situation and nothing contained herein should be construed as legal advice.   

Top 10 Most-Read Publications in 2016

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Building the Strategic-Asset BoardThe National Association of Corporate Directors (NACD) counts nearly 17,000 directors and governance professionals among its members, and we’re proud to say that they are engaging in constant and committed learning in the spirit of doing the best for their companies.

We hear these questions over and over again from our directors: “What do my peers care about right now?” “What’s the next big issue for directors?” I think that you can tell a lot about what someone values by what they read, so it’s always fascinating to take a look at the reading trends of our membership. Their choices in 2016 reflect commitment to evergreen topics (director compensation, governance benchmarking, and finding a new board seat) and investment in understanding ever-evolving, of-the-moment risks and board-specific concerns (cybersecurity, ethics and compliance oversight, M&A, and strategy).

Below are the top 10 most-read NACD reports, surveys, and papers from 2016. If you haven’t picked up these resources yet, now is the time.

  1. 2015-2016 Director Compensation Report – NACD and compensation consultancy Pearl Meyer’s perennially popular survey on director pay helps boards benchmark their pay by analyzing how the subtleties of committee participation and the changing governance landscape impact pay structures.
  1. Executive Summary of the Report of the NACD Blue Ribbon Commission on Building the Strategic-Asset Board – We released in September our latest Blue Ribbon Commission Report, our marquee publication on next practices for boards. This complimentary executive summary gives a quick look at some of the key findings in the broader, member-exclusive report (see list item 8).
  1. Director FAQ: Finding Your Next Board Seat – It’s all in the title—this piece provides some action steps for success if you’re looking to land a new board seat.
  1. Executive Summary of the Director Essentials: Strengthening Oversight of M&A – Our off-the-charts popular Director Essentials series offers step-by-step guidance to new directors on key issues that they encounter in the boardroom. This executive summary of our piece on M&A oversight is open both to members and visiting guests to our website.
  1. Director Essentials: Strengthening Compliance and Ethics Oversight – This was the first Director Essentials report we released, and an especially timely one given the situations that emerged in 2016 at Volkswagen AG, Wells Fargo & Co., and others.
  1. Executive Summary of the 2016-2017 Public Company Governance Survey – NACD releases a survey yearly of public company directors, and this complimentary executive summary spotlights a few of the top-level findings, including the most pressing issues on directors’ minds for 2017.
  1. Cyber-Risk Oversight Handbook – According to our annual survey of public company directors (mentioned above), 29 percent of directors believe that cybersecurity expertise needs to be strengthened on their boards to conduct sound oversight. Our handbook has never been more relevant, and bonus: it has a stamp of approval from the Department of Homeland Security.
  1. Report of the NACD Blue Ribbon Commission on Building the Strategic-Asset Board – The world in which boards operate is facing unprecedented change. This year’s commission offered some best practices for succession planning, recruitment, and continuous improvement that will empower boards to meet that change head on.
  1. Director Essentials: Preparing the Board for Shareholder Activism – Year-round shareholder activism is the new norm. This guide aims to help directors prepare a response plan and evaluate their vulnerabilities to activist challenges.
  1. Governance Challenges 2016: M&A Oversight – There was a clear member focus on M&A this year, and this piece united the perspectives of several of our content partners to offer the most recent thinking on director oversight of that topic.

Looking for more publications to strengthen your board’s work this year? Visit our topic-specific board resource centers

 

The Most Important Risks to Face in 2017

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Jim DeLoach

Jim DeLoach

The National Association of Corporate Directors’ (NACD) 2016-2017 Public Company Governance Survey reported that, according to the vast majority (96%) of directors, “big picture” risks are overseen at the full board level. The big-picture view of risks includes those with broad implications for the organization’s strategic direction, including issues that can create significant reputation damage.

NACD’s findings are complemented by a recent survey of more than 700 c-suite executives who were asked to identify the top risks for 2017. Conducted in the fall of 2016 by Protiviti in partnership with North Carolina State University’s ERM Initiative, the study indicated that the overall global business context is noticeably riskier than in the two previous years, while respondents’ results in the United States implied that the risk landscape is about the same as before.

The common risk themes were ranked in order of overall priority providing context for understanding the 10 most critical uncertainties companies face in 2017.

  1. Economic conditions in the global marketplace may significantly restrict growth opportunities. There are many sources of economic uncertainty in the markets that companies operate within. Examples of factors impacting growth include market volatility, Brexit, a strong U.S. dollar, central bank monetary policies, the aftermath of the U.S. 2016 election, sluggish growth rates in various global markets, rising global debt, and the threat of deflation. Survey participants may have concerns about a “new normal” of operating in an environment of slower organic growth.
  2. Regulatory changes and scrutiny may increase, noticeably affecting the manner in which organizations’ products or services will be produced or delivered. Ranked at the top in our prior surveys, this risk fell to the second spot for 2017. Companies continue to display anxiety about regulatory challenges affecting their strategic direction, how they operate, and their ability to compete with global competitors on a level playing field. This risk may be particularly relevant in 2017, given the climate of uncertainty surrounding the new U.S. executive and congressional administrations and their influence on the role of government and the business environment. Any major regulatory change—whether perceived as positive or negative—is of significant interest to executives and directors.
  3. Organizations may not be sufficiently prepared to manage cyberthreats that could significantly disrupt core operations or damage their brand. Cyber risks have evolved into a moving target. Many factors are driving change, including the ongoing digital revolution, new innovations to enhance customer experience, cloud adoption, social media, mobile device usage, and increasingly sophisticated attack strategies, among others. The harsh reality is that new technology offerings and developments in organizations are quickly extending beyond the security protections that they currently have in place.
  4. The rapid speed of disruptive innovations and new technologies within the industry may outpace the organization’s ability to compete or manage the risk appropriately. A company’s inability to respond in a timely manner to changing market expectations can be a major competitive threat for organizations that lack agility in the face of new market opportunities and emerging risks. The speed of change and development of emerging technologies can occur anywhere and in any industry, and this risk reaches far beyond the retail marketplaces. Disruption affects all industries. No company is immune.
  5. Privacy, identity, and information security risks are not being addressed with sufficient resources. The technological complexities giving rise to cybersecurity threats also spawn increased security risks to privacy, identity, and other sensitive forms of information. As the digital world evolves and connectivity increases, new opportunities emerge for identity theft and for the compromise of sensitive customer information. Recent hacks exposed tremendous amounts of identity data involving large companies and the federal government in the United States. These underscore the harsh realities of this growing risk concern.
  6. Succession challenges and the ability to attract and retain top talent may limit the ability to achieve operational targets. A number of factors are driving this risk—changing demographics in the workplace, slower economic growth, increasingly demanding customers, and growing complexity in the global marketplace. As a result, organizations are being forced to elevate their recruitment and retention efforts to acquire, develop, and retain talent with the requisite knowledge, skills, and core values to execute challenging growth strategies.
  7. Anticipated volatility in global financial markets and currencies may create significant challenges for organizations to address. Given questions surrounding the United Kingdom’s eventual exit from the European Union, as well as uncertainties in China and other world markets, it is not surprising that this risk remains among the top 10 for 2017. Factors indicated earlier—including rising public debt, falling commodity prices, sluggish economic growth, the strong U.S. dollar, and uncertainty regarding monetary policies—all contribute to uncertainty in global financial markets and currencies.
  8. The organization’s culture may not sufficiently encourage timely identification and escalation of significant risk issues. An organization’s culture has a huge impact on the manner in which risk issues are brought to the attention of decision makers when there is still time to act. Given the overall higher levels of risk-impact scores for all risks in 2017 relative to the year before, this cultural issue may be especially concerning to senior management and boards.
  9. Resistance to change could restrict organizations from making necessary adjustments to their business model and core operations. The cultural issues noted above combined with a lack of organizational resiliency can be lethal in these uncertain times. Organizations committed to continuous improvement and breakthrough change are more apt to be early movers in exploiting market opportunities and responding to emerging risks than those companies that cling to the status quo.
  10. Sustaining customer loyalty and retention may be increasingly difficult due to evolving customer preferences and demographic shifts in the existing customer base. Protecting the customer base is not easy in today’s highly competitive environment of disruptive change. This may be what is on the minds of the survey participants rating this risk.

The company’s directors may want to consider the risks ranked here when determining the organization’s “big picture risks” to be evaluated in 2017. Boards should be aware of the context of the nature of the entity’s risks inherent in its operations. If your board has not identified these issues as risks, your company’s directors should consider their relevance and ask why not.


Jim DeLoach is Managing Director of Protiviti.