The 2013-2014 NACD Public Company Governance Survey found that strategic planning and oversight ranked as the number one issue for directors. While risk oversight came in at number 3, Paula Cholmondeley—who serves on the boards of Terex and Dentsply International Inc.—finds it curious that risk doesn’t follow strategy as the number 2 priority because these issues are part and parcel of each other.
During a May 6 panel discussion at the C-Suite to Board Seat program at the Four Seasons Hotel in Washington, D.C., Cholmondeley and fellow panelist Greg Pratt offered their perspectives on the board’s role in overseeing strategy and risk. Cholmondeley emphasized that strategic thinking is where directors add the most value to a company. Furthermore, boardroom discussions surrounding strategy should be viewed on an ongoing basis—not as a single event. Chairman of Carpenter Technology Group and director of Tredegar Corp., Pratt went on to compare strategy to a GPS system: A tool that tells you where you are, where you want to go, and the possible ways to reach that destination. According to Pratt, directors have a responsibility to use strategic discussions and planning to decide which route is best for the business.
THREE KEY TAKEAWAYS FOR OVERSEEING STRATEGY
1. Educate yourself—and others. This is especially important for directors serving on boards in industries in which they do not have prior experience. Reading industry publications, attending relevant conferences, and getting exposure to as many sources of industry information possible can help directors enrich board discussions. Similarly, directors should ensure that the strategic goals are well-known throughout the company. This could include requesting that the CEO meet with staff so that goals are communicated to the lower levels of the company.
2. Set reasonable benchmarks. Directors should consider the critical assumptions underpinning the strategic plan. For example, how much progress is the company expected to make in the course of a month? Evaluate whether those benchmarks are reasonable for your company by consulting regional or national industry sources as well as third-party sources.
3. Monitor the course and evolve the strategy. The board should consistently review corporate performance with respect to the strategy, and alter course when necessary. Boardroom culture should support open discussions with the c-suite—and management should feel free to report to the board areas where the strategy may or may not be working. As a company reacts to different economic environments, the board needs to be able to evaluate which initiatives worked, which initiative work over a period of time because they are key to your business.
1. Get the committees involved. While ultimate responsibility for governing risk lies at the board level, the board can look to committees for support. In publically-traded companies, the audit committee has traditionally assumed the responsibility of risk oversight. A growing trend, however, is to delegate specific risks to various standing committees. The board can also create new committees that manage the emerging facets of risk, such as keeping the board abreast of new sources of competition.
2. Work with management to assess risk. Open communication between management and the board is critical, especially because the C-suite is likely to be the first to see that a strategy is not working. Directors should learn how risk discussions take place within the various departments and business lines, and establish multiple avenues through which directors can work with management.
3. Be aware of the risks around the corner. The board should constantly review potential non-traditional sources of competition, for example, Amazon’s move to enter the dental distribution market. Likewise, a company should work to make itself obsolete—best itself at its own game before the competition—and then create a strategy that will again put the company on the cutting edge of its industry.
NACD will continue to discuss these issues throughout 2014. Our Directorship 2020 events explore the disruptive forces that create new challenges in the boardroom and our forthcoming 2014 Blue Ribbon Commission Report will address the board’s role in recalibrating strategy. The topic will also be discussed at the next C-Suite to Board Seat in Beverly Hills, CA.
As information technology (IT) continues to evolve, so do the oversight responsibilities of corporate directors. From big data analytics to social media to cybersecurity, technology creates opportunities for companies to innovate, to create operational efficiencies, and to develop a competitive advantage.
These potential rewards can bring significant risks, however. Directors have the task of ensuring technology is integrated into both company strategy and enterprise risk management—and to do so they must first gain a deeper understanding of how technology is impacting their businesses.
The series includes insights from leading technology experts and top executives from AT&T, Citigroup, Dunkin’ Brands, Kaiser Permanente, and Oracle, among others, and focuses on critical IT areas for directors, such as:
how emerging technologies are altering the business landscape;
critical questions boards should be asking about technology;
the role of the CIO;
balancing IT risks and opportunities;
To complement the video series, NACD has additional resources, including white papers, articles, webinars, full transcripts of each video, and a discussion guide for directors who would like to take a deeper dive and bring these topics into their own boardrooms.
To watch The Intersection of Technology, Strategy, and Risk video series and access the supplemental resources, visit NACDonline.org/IT.
A recent meeting with NACD Chair Reatha Clark King has revealed some compelling thoughts on why good corporate governance matters and why we at NACD do what we do.
Over the last 37 years, NACD has researched, documented, and published leading boardroom practices including Blue Ribbon Commission reports, handbooks, white papers, and surveys. Our intent is to advance exemplary board leadership.
As I dug into the question of why we do what we do with directors who serve on NACD’s board, I used a classic marketing approach to define higher order, emotional benefits. A benefit-oriented discussion enables one to organize responses into a pyramid-shaped format. Product attributes serve as the foundation and subsequent perspectives provide product and end benefits, ultimately leading to emotional benefits. Capturing the emotional essence enables one to develop a sustainable, differentiated position.
When I asked the “why we do” question, I received responses such as:
To help directors make better decisions
To ensure that the perspectives of all stakeholders are heard
To do the best job I can
To represent the shareholder
To increase the value of the enterprise
While these responses are appropriate, there was an obvious follow-up question: “Well, why does that matter?” It reminded me of conducting in-home ethnography research and one-on-one interviews when I was in marketing at Kraft Foods–sessions that were typically enjoyable for me, but a bit painful for the participant.
The culmination of responses to “why we do what we do” can be summarized in two remarkably simple bullet points:
To me, this perspective is both impactful and relevant. First, the answers are brief and to the point. Second, each bullet point contains what I would describe as a lightning rod word–sustainability and stakeholder–and each of these words can have a variety of meanings depending on the audience.
Enterprise sustainability means, quite simply, that the company is around for a long time. An enduring enterprise provides long-term benefits to its employees and their families, to suppliers and vendors, to the community in which it operates, and to those who provide financing–bankers, investors, and donors. Further, enterprise sustainability means that the leaders of companies, both in the boardroom and the C-suite, remain aware of current and emerging issues that may impact these companies, and are engaged in robust dialogue about strategic implications. I call this strategic agility.
As a result, stakeholder confidence is established, reinforced, and bolstered. Regardless of how a company is structured–public, private, nonprofit, mutual, or family owned–all enterprises have stakeholders, and the long-term viability of the enterprise is overseen by a board of directors.
Therefore, everything that NACD does–from our NACD Directorship 2020® initiative to our expanding range of events, resources, and services–provides unique value to NACD members to advance exemplary board leadership. The intended outcome of all of our activity is NACD members who demonstrate a commitment to not only continuously learning, but also demonstrating the courage to question the unknown and working to sharpen their strategic agility. Once this is achieved, NACD members are poised to help create sustainable enterprises and bolster stakeholder confidence.
I welcome your feedback on this topic. Please join me in sharing your views of why we do what we do.