Underlying NACD’s Directorship 2020 initiative is a single observation: capitalism—and the role of the director—is changing. There are the more obvious forces behind this shift: vocal shareholder activists, a steady stream of regulation impacting the boardroom, emerging technologies, and the increasingly global marketplace; however, a quieter influence is also taking hold of capitalism: looking beyond the bottom line.
Since their formation, the ultimate goal of corporations has been to generate profit, and therefore shareholder return. As such, total shareholder return has served as a universal metric for investors when analyzing a company’s performance. Recently, several companies have been profiled for their use of “capitalism with conscience.” Panera Bread, for example, has established a number of locations which allow the customer to “pay what you can”; Intel not only links compensation to sustainability but ties employee bonuses to environmental metrics; and Office Depot announced this week the second round of its national “Green Business Challenge”— a public-private partnership launched in 2010 with ICLEI USA. These companies represent just a fraction of those embracing this “softer” side of capitalism. The list of companies upping the ante with respect to sustainability efforts is rapidly growing to include General Electric, Nordstrom, Microsoft, Starbucks, and more.
Observing this trend, Northwestern University Professor and former CEO and Chair of Bell & Howell Bill White posed this question at the recent NACD Directorship 2020 symposium in New York City: should we rename “total shareholder return” to “total stakeholder return”? Although attendees did not commit to a change in nomenclature, they generally agreed that stakeholder return was a necessary consideration in the boardroom. In fact, a key takeaway from the event was a recommendation that the board encourage metrics that foster stakeholder engagement as a strategy for risk mitigation.
Establishing a metric tied to sustainability is not entirely new. In 2010, NACD’s Blue Ribbon Commission on Performance Metrics recommended boards consider non-financial metrics in addition to the more traditional financial metrics, including categories such as community engagement, environment, health and safety, and corporate social responsibility. Additionally, earlier this year NACD Directorship magazine featured a comprehensive primer to sustainability in the boardroom.
Yet many still view sustainability and shareholder return as an “either/or” situation: attention to the former detracts from the latter. At the Bricks and Sticks Sustainability Symposium—an event produced by the U.S. Chamber of Commerce’s Business Civic Leadership Center—panelists representing the various stakeholders involved in public-private partnerships observed that today it is instead a “both/and” scenario. Sustainable long-term economic growth is dependent upon continuing environmental and stakeholder health, and vice versa. Directors play a critical role, according to Yalmaz Siddiqui, senior director of environmental strategy for Office Depot. The organization’s successful Green Business Challenge was in part driven by a strong message from the boardroom encouraging increased focus on sustainability.
Innovative and sustainable solutions for economic growth often require far-reaching and long-term thinking, which can pose a challenge for boards hindered by a more immediate, short-term focus on the bottom line. At upcoming symposiums in Chicago and Los Angeles, NACD Directorship 2020 will continue to explore how—and with which metrics—the board can oversee this changing facet of capitalism.
NACD recently announced that more than 40 companies, including several Fortune-ranked corporations, had become NACD Full Board Members, joining 1,000 current NACD Full Board Members. This was yet another example of the commitment corporate directors are making to achieve exemplary board leadership and the highest standards of corporate governance.
“NACD Full Board Members” are exactly what the name suggests: An entire corporation’s board of directors and optional C-suite executives joins NACD, embracing our mission to disseminate and encourage the best professional and ethical boardroom practices. As NACD Full Board Members, these directors and executives can take advantage of myriad resources to better understand and respond to current emerging issues and opportunities.
In today’s world, having the skills to address these issues is more crucial than ever. To that end, some of the great names in business are finding solutions with NACD. Full Board Member companies are a diverse group, including small- and mid-cap public companies and diverse private companies as well as nonprofit organizations. NACD Full Board Members range from Microsoft to PEPSICO, from McDonald’s to Lockheed Martin, and Corning, Panera Bread, The Hershey Co., Foot Locker, ConocoPhillips, Pinnacle West Capital Corp., Warnaco and IDEX Corp. are among the Fortune-ranked companies that recently joined.
What Full Board Membership means for companies:
As an NACD Full Board Member, a company demonstrates—to employees, consumers and investors—its resolute commitment to the highest governance and board leadership standards. NACD provides a wealth of resources to support this quest, as Full Board Members are entitled to exclusive programs, special events, advisory services and board evaluations. NACD custom-designs a number of benefits for board chairmen, lead directors and key committee chairs, and we provide a variety of educational and research resources tailored for individual companies.
What Full Board Membership means for investors:
NACD Full Board Membership is a corporate asset. It designates a public company as one that has taken practical action to maintain the highest standards of professionalism, and to both understand and respond to today’s emerging issues and opportunities. For both current shareholders and potential investors, the message is encouragingly clear.
NACD Full Board Membership inspires confidence among all stakeholders. Click here to learn more about Full Board Membership, including information on how to join.
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.