Tag Archive: brand

The Board’s Role in Brand Oversight

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Jim DeLoach

Jim DeLoach

Branding is the process by which a company establishes a significant and differentiated presence in the marketplace that attracts and retains loyal, long-term customers. A strong brand has a significant impact on the company’s shareholder value. As such, the board should dedicate some time to oversight of the brand’s reputation and stability.

Several thoughts on the board’s governance and oversight of the company’s branding and brand management follow that are based on my firm’s experience and a recent NACD Dallas chapter roundtable discussion I facilitated in September involving active directors and marketing executives.

  • Understand the brand and brand portfolio. While the board’s governance role is rarely involved in the intricacies of managing or communicating the brand, directors should understand the company’s positioning and related brand promise. This baseline understanding is the price of entry into any conversation about a company’s branding. For example, what expectations does the brand inspire in current and prospective customers that differentiate the company’s offerings from competitors’ offerings? Does the company deliver on that brand promise in every customer interaction? Most importantly, how does management know this vital alignment exists? Consider brand implications from other aspects of the business, too: employee relations, supplier interactions, quality processes, research and development, and advertising.
  • Ask management where and when they would value input. Does the board clearly understand the type of interaction management would like to have with respect to the brand management process? Executives and directors should have a mutual objective: engage in dialogue in the right way and at the right time, and focus on the issues that most demand board oversight.
  • Think strategically about branding and brand management. Brand discussions are tied inextricably to discussions about strategy and markets. Therefore, the board’s focus should be directed to strategic oversight rather than to the tactical, day-to-day nuances of managing the brand or brand portfolio. For example, one company conducts a two-day strategy retreat where directors and senior management focus on important questions about what the future looks like, the pain points that present opportunities, what the company is doing to face the future confidently, and the adjustments necessary to the strategy. Debates about strategic direction incorporate discussions about the company’s markets, key differentiators, and brands.
  • Measure the contribution of branding to shareholder value. The level of investment in the company’s brands, the return on those investments, and the process for monitoring each brand’s performance are worthwhile topics on the board’s agenda. How is the company measuring the return on investment (ROI) and sustaining and increasing the contribution of branding to shareholder value? ROI can be difficult to measure because customer loyalty, which helps to promote stable cash flow over time, is an integral component. That said, the math underlying the cost of winning new customers versus that of retaining existing customers is not difficult to understand. Neither is the contribution of effective brand management to reducing the volatility associated with future growth expectations and economic downturns.
  • Be involved in discussions about new branding opportunities and building value from acquired brands. How does management decide whether to build or buy a brand to diversify the brand portfolio? This conversation can evolve into a mergers and acquisitions (M&A)-type dialogue that, if the transaction is significant, should take on all characteristics of board M&A oversight spanning the pre-acquisition, acquisition, and post-acquisition integration phases of the process. If the company is acquisitive, the board should understand the possible strategic contribution of acquired brands when approving the company’s strategic plan. The board may also want to become familiar with the M&A pipeline and the potential targets in management’s line of sight. If brand acquisitions are an integral part of the strategy, directors need to ensure that the management team includes individuals with the requisite skills to execute transactions and integrate acquired brands into the company’s portfolio.
  • Oversee the management of how risks impact branding. There are many risks to consider with respect to brand image. Risk management is an important skill from a branding standpoint because severe unmitigated risks can erode the value of a brand if there are persistent headlines about a high-profile crisis (e.g., data breaches, pervasive quality failures, corruption violations, litigation, and egregious financial restatements). In addition, when there is a re-branding with a new “look and feel” to the brand, a thorough search related to the proposed brand name, word marks, logos, tag lines, and other intellectual property (IP) should be conducted to ensure the new brand is unique and does not infringe on another company’s rights. As the initial years of using a new brand are a period in which opposition can be raised, an effective search process is a prudent investment to undertake before the company spends heavily on the roll out and advertising campaigns. Once a branding architecture is established and protected by trademark, there is a need to monitor and protect the brand from other users to avoid dilution.
  • Periodically evaluate the board’s experience and diversity. Directors with a background in marketing and/or experience with brand-driven organizations are more likely to be comfortable inquiring and raising issues about management’s branding process. Even though industry experience helps, this is an area where perspectives outside the industry may contribute even more value. As in other realms of oversight, the more diverse the board members’ experience and backgrounds, the healthier the debate leading to a more robust branding strategy.

An important closing comment: The board can help temper the propensity of an aggressive management team to develop or acquire new additions to the brand portfolio. Management must have the capacity to manage new and acquired brands to deliver to ROI expectations. The board can help management frame a realistic portfolio diversification strategy. Then, it’s up to management to execute.


Jim DeLoach is managing director with Protiviti, a global consulting firm. 

The Keys to Guarding Reputation

Published by
Jim DeLoach

Jim DeLoach

Reputation is a precious but fragile enterprise asset. What takes decades to build can be lost in a matter of days once the spotlight shines on unethical or illegal practices that place an organization’s stakeholders or the public at risk. Environmental catastrophes, financial restatements, fraudulent reporting to regulators, massive product recalls, efforts to mislead investors, and other highly publicized events erode brands and impair reputation. We define reputation risk as the current and prospective impact on earnings and enterprise value arising from negative stakeholder opinion.

We see 10 key functions of the board’s oversight of reputation risk management, and classify them in five critical areas below.

Strategic Alignment

  1. Effective board oversight – Reputation risk management starts at the top. Strong board oversight on matters of strategy, policy, execution, and transparent reporting is vital to effective corporate governance, a powerful contributor to sustaining reputation, and is the ultimate checkpoint on CEO performance. The board’s active risk oversight effort is important because effective, early identification, and management of risks can reveal major threats to the company’s reputation and ensure that the threats are reduced to an acceptable level.
  2. Integration of risk into strategy-setting and business planning – The board must ensure that risk is not an afterthought in the strategy-setting and business planning processes. Integrating awareness of risks with core management processes makes risk a relevant factor at the decision-making table, facilitates a big picture view to undertaking risk, and intersects risk management with performance In an effort to make the strategy more robust, directors should understand the critical assumptions underlying the strategy; ask tough, constructive questions to challenge assumptions; and consider plausible scenarios that could render one or more assumptions invalid.
  3. Effective communications and image- and brand-building – Building brand recognition unique to a business is vital and, when all else is working well, augments reputation. A good story is easier to tell than one with flaws, but every savvy board knows that some companies are better at telling their stories than others. Therefore, directors need to understand management’s image- and brand-building game plan and how significant changes to that plan could present a significant risk to the company’s reputation.

Cultural Alignment:

  1. Strong corporate values, supported by appropriate performance incentives – The notion that, if tone at the top is good, the organization’s culture must be good, doesn’t always hold. Lower-level employees often pay more attention to the messaging and behavior of their supervisory middle managers than to communications from the organization’s leaders. Boards need to ensure that executive management implements a strong tone at the top, effective escalation processes, and periodic assessments of the tone in the middle and at the bottom. Directors need to ensure that management is paying attention to warning signs posted by independent risk management functions and in audit reports: failure to give these warning signs adequate attention on a timely basis reflects on the tone set by executive management. For example, the executive leadership of Barings ignored warnings from internal audit of the consequences of the lack of segregation of duties in its Singapore operations because those operations were making the bank a lot of money. Ultimately, the hidden trading losses took down the institution.
  2. Positive culture regarding compliance with laws, regulations and internal policies – Few incidents undermine reputation more than serious, highly publicized compliance violations. Directors should ascertain that effective internal controls – including monitoring processes and robust training of employees – over compliance matters are implemented and executive management: “walks the talk” with respect to compliance; periodically conducts a comprehensive risk assessment; refreshes the compliance program for changes arising from new regulatory developments; and understands the players and third-party agents in countries in which the organization does business and monitors their dealings closely.

Quality Commitment:

  1. Priority focus on positive interactions with stakeholders – The board should ensure that there is a passionate focus on improving stakeholder experiences. These are the accumulation of day-to-day interactions that customers, employees, suppliers, regulators, shareholders, lenders, and other stakeholders have with a company as a result of its business operations, branding, and marketing. These interactions constitute moments of truth that, if internalized and acted upon, provide a powerful driving force for improving and sustaining reputation.
  2. Quality public reporting – The markets take quality public reporting at face value. Once a company loses the public’s confidence in its reporting, it’s tough to earn it back. These points suggest that a strong audit committee is an imperative.

Operational Focus:

  1. Strong control environment – A critical component of internal control, the control environment lays the foundation for achieving operational, compliance and reporting objectives. In addition to the board’s oversight and the organization’s commitment to integrity and ethical values, as mentioned above, the control environment consists of: the organizational structure and assignment of authority and responsibility; the processes for attracting, developing and retaining appropriate talent; and the rigor around setting the appropriate performance measures, incentives and rewards that drive accountability for desired results. Embarrassing control breakdowns can tarnish reputation; therefore, boards should demand a strong control environment.
  2. Company performance relative to competitors – Market recognition of success is a huge validation of a company and its management team. Recognition of differentiating strategies, distinctive products and brands, proprietary systems, and innovative processes are intrinsic sources of value that can translate into superior quality, time, cost, and innovation performance relative to the company’s competitors. However, significant performance gaps can diminish reputation if not addressed in a timely manner. These factors should weigh heavily on a board’s evaluation of company performance over time.

Organizational Resiliency:

  1. World-class response to a high-profile crisis – Sooner or later, every company is tested. No company is immune to a crisis. As a crisis event is a severe manifestation of risk, crisis management preparation is a natural follow-on to risk assessment, particularly for high-impact risks with high velocity, high persistence, and low response readiness. The board should ensure that the risk assessment process is designed to identify areas where preparedness and a response team are needed. Fires cannot be fought by committee.

While a one-size-fits-all approach does not exist, the 10 keys listed above offer boards a framework for focusing on whether executive management is focused on the appropriate fundamentals for enhancing and preserving the enterprise’s reputation.


Jim DeLoach is managing director with Protiviti, a global consulting firm. 

NACD Featured Conference Session: What Social Media Means to Your Board

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In the new era of digital media, just 140 characters on Twitter have the potential to affect a company’s reputation and severely impact its brand. In this communications minefield, it is essential that boards stay up-to-date on their companies’ social media strategies.

While directors should consider the defensive mechanisms in place, social media presents more than threats to cyber security and reputation. Websites such as Twitter, Facebook, and LinkedIn can create new opportunities for brand-building, instantaneous communication, and increased engagement with stakeholders.

A session at the upcoming NACD Board Leadership Conference, “Social Media and Reputational Risk,” will help directors dig in and discuss both the risks and advantages that viral communications present. The panelists include some of today’s top experts in the field:

Richard Levick, Esq., president and CEO of LEVICK

Levick represents countries and companies in the highest-stakes global communications matters—from the Wall Street crisis and the Gulf oil spill to Guantanamo Bay and the Catholic Church. Levick was honored for the past three years on NACD Directorship’s list of the 100 most influential people in the boardroom and corporate governance community and has been named to multiple professional halls of fame for lifetime achievement. LEVICK’s digital team is a communications industry leader, deploying potent social media resources on behalf of clients worldwide.

Allan Grafman, CEO, All Media Ventures; chairman, Majesco Entertainment

Grafman monetizes content and investor capital for owners of intellectual property. As president of All Media Ventures, he advises investors, content owners, and media companies.

Grafman is chairman of Majesco Entertainment, a video game producer and distributor. He also serves on the board of directors at Big Tent (licensing), Pixfusion (technology), and is an operating partner at Mercury Capital Partners. He publishes frequently (Directors and Boards, NACD Directorship, Licensing Book, Inventors Digest) and contributes to MSNBC’s “Your Business.”

All of this experience has uniquely positioned Grafman to provide insight—from within multiple technology industries—into the importance of social media as a key component of any corporate strategy.

Fay Feeney, CEO, Risk for Good

Fay Feeney, a self-described “digital whisperer,” is a trusted advisor to corporate boards and executives on the newest trends in business and social media. Feeney founded Risk for Good to advise board chairs, CEOs, the C-Suite, and the entire boardroom on how they can fast track their learnings in a digital world. In addition, Feeney provides strategic insights on how to connect to real time information, whether it’s found on LinkedIn, Twitter, YouTube, or Google. This is a competency that will strengthen directors’ “duty of care,” while improving their governance of these emerging strategic risks.

Feeney is a regular attendee at governance education events and is an NACD Governance Fellow. Her insights at conferences have always proven fruitful and her participation in this panel is sure to help directors develop their digital skills.

Neil S. Braun, director, IMAX Corp.; dean, Pace University

Braun has done it all: entrepreneur, corporate attorney, and television network president and CEO. He has been managed and mentored by some of the world’s best executives and, in turn, has had the opportunity to manage and mentor other talented people who have gone on to great success. He currently serves as the dean of the Lubin School of Business at Pace University.

Braun began his career in 1977 as a corporate attorney for the law firm Paul, Weiss, Rifkind, Wharton & Garrison and later joined a client of the firm, International Film Investors (an SBIC), where as senior vice president he structured and negotiated financing and distribution for feature films, including Gandhi, The Killing Fields, Hopscotch, Escape from New York, and The Howling. He has also served as president and COO of Imagine Films Entertainment as well as chairman and CEO of Viacom Entertainment. In this capacity, Braun was responsible for the turnaround of the production/distribution division for prime-time network programming. Continuing his career in the media, Braun served as president of the NBC Television Network and a GE corporate officer. Most recently, he has served as president and COO of Vanguard Animation LLC, which he founded with the producer of the Shrek animated feature franchise.

This is a small sampling of the long career that has uniquely suited Braun to comment on the issues challenging companies today, specifically in the realm of social networks.

Please join this distinguished panel at the “Social Media and Reputational Risk” session at the NACD Board Leadership Conference, and learn how to succeed as a director in the age of social media.

The conference will be held Oct. 14-16 at the Gaylord National Resort inNationalHarbor, M.D.—just minutes from downtown D.C.