Tag Archive: Robert Galford

Straight Talk on Sustainability

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With all the noise on the topic, I recently decided to spend some time asking Gib Hedstrom to give me the straight scoop about how boards address the issue of sustainability. Gib has been the “expert in the room” on these questions at more than fifty board meetings with major global companies, including Air Products, Ashland, and AlliedSignal (Honeywell).  I asked him three simple questions. (OK, actually I asked him four):

  1. What’s the best way for a board to define sustainability?
  2. What do the “better boards” do in the area of sustainability?
  3. As an individual director, what should I know about the topic? What questions should I be asking?

Here’s how Gib responded:

1. What’s the best way for a board to define sustainability?

Sustainability is about achieving enduring growth and profitability in the harsh face of 21st Century realities. The “new world order” of a swelling population, oil depletion, global warming, water scarcity, and economic turmoil makes this the fiercest competitive battleground for the next 20 years. It means rethinking everything.

It’s what I call “The Messy Transformation.” Most companies face significant risks. Yet whether you sell technology or transportation or consumer products – the opportunities are massive.

2. What do the better boards do in the area of sustainability?

The better boards bring sustainability into their deliberations about both risk and opportunity. On risk, they do three things:

  1. Take a Business Portfolio Risk approach. For example, 20 percent of U.S. coal plants are scheduled to shut down by 2015. If that’s your energy source, it calls for a Plan B — and fast!
  2. Encourage action on managing the relevant risk profile (short and long term) on Carbon Risk. For example, we see Samsung announcing that by 2013 it will cut by 50 percent the greenhouse gas emissions from its own operations and from the use of its products. We see Sony announce its plans to achieve a zero environmental footprint by 2050.
  3. Keep Operational Risk management front and center. You don’t have to look far back in recent headlines for evidence about what a single disaster can do to your operations and public trust.

For the opportunity side, it’s about investment. Even in this uncertain financial climate, over $100 billion has been invested in renewable energy in the past two years. Companies like Cisco, IBM, Google and Microsoft are rushing to capture “smart grid” growth opportunities. P&G has a five-year goal to accumulate $50 billion in sustainable product sales by 2012, and will have “Sustainable Innovation Products” in 30 million U.S. homes by the end of this year. Bank of America recently announced it is ahead of schedule on its 10-year, $20 billion business initiative focused on addressing climate change.

3. As an individual director, what should I know about where a company stands on sustainability?  What questions should I be asking?

Directors really struggle with sustainability. In the 2009 NACD Public Company Governance Survey, directors rate their effectiveness at sustainability (corporate social responsibility) almost dead last. Meanwhile, in 2009 the number of shareholder resolutions on sustainability reached a record level. Investors care!

At the next board meeting (or better yet, before it), ask these questions:

  1. What would it look like to be a true sustainability leader? What would be the characteristics (e.g., zero waste, carbon neutral)? What would the portfolio look like (e.g., percent of sales from green products, services and solutions)? Is this just from our own operations or across our full supply chain?
  2. Do we have a robust sustainability strategy and a multi-year plan that identifies our risks and opportunities? Our own sustainability scorecard?

So that’s what we hear from the true expert. Now, what does your board do?

Five Governance Myths and What Directors Can Do About Them

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I take governance very seriously, having spent 32 years in the field (ouch! I’m old!), so when it came time to write my blog, it was more like a block (as in writer’s block). Today, in desperation, the NACD “Blogmeister” gave me a simple assignment: name Five Governance Myths.

Where to begin? There are hundreds of them—and we at NACD spend much of our time dispelling them. Our main tool for setting the record straight is our set of Key Agreed Principles, reflecting a consensus of managers, shareholders and directors.

So, what are some of the myths, why do they matter, and how can directors overcome them through action?

Governance Myth Number 1: The fundamental purpose of the board is to represent the desires of shareholders.

This “agency theory” is close, but no cigar. The truth is that the board is there to build the long-term value and sustainability of the corporation on behalf of shareholders and all stakeholders. Believing the agency theory myth causes problems because it cuts other constituents (for example, rank-and-file employees) out of the picture.

Action step for directors: When requesting reports from management, ask for long-term financial projections and constituency impact statements (with proper disclaimers, of course).

Governance Myth Number 2: The main job of the board is to monitor management.

There goes that agency theory again. This isn’t even close, and frankly, it’s insulting (makes it sound like all CEOs and CFOs are crooks). The main job of the board is to select and develop a CEO, who will in turn select and develop a management team that will in turn select talent that can create and market worthwhile products and services. Believing the monitoring myth creates headaches because it puts everybody on the defensive and impairs productivity.

Action step for directors: Work with senior management and the head of human resources to develop and implement a CEO succession plan that empowers managers to be the best they can be.

Governance Myth Number 3: The main purpose of a board or committee meeting is to hear, discuss and vote on proposals from management.

This is fine for Civics 101, but the real world delivers more board value. If your company is using directors in this way, it is wasting a powerful resource. When a company has a fully engaged board, not all ideas come from management; sometimes they come from the board. There are times when instead of giving a long proposal to the board, management is better off making a very short proposal and then asking a question: What do you think? The board meeting then becomes a living proposal. (Indeed, this was exactly how we came up with our Key Agreed Principles mentioned above!)  The idea that directors are there only as a sounding board deprives a company of board brainpower.

Action step for directors: Insist that the meeting agendas have short timeframes for presentations and long timeframes for discussion.

Governance Myth Number 4: When considering management proposals, directors only know what senior management tells them.

The fancy name for this is “information asymmetry.”  It’s a problem but hardly a universal law. Directors receive information from many sources—including from the results of their own research, and reports from the consultants they are empowered to hire. Under Sarbanes-Oxley Act Section 301, “Each audit committee shall have the authority to engage independent counsel and other advisers as it determines necessary to carry out its duties,” and “each issuer shall provide for appropriate funding  … to any advisers employed by the audit committee under paragraph (5).”

Also, remember that audit committees receive direct reports from the internal audit function, which may or may not be part of senior management, and hotlines bring the information connection down to the shop floor. Most governance guidelines specifically permit board members to make and receive direct contact with any employee, as long as they inform the CEO of any non-routine contact. Believing otherwise impedes communication.

Action step for directors: Learn as much as you can about the companies you serve, from as many sources as you can. Rob Galford’s recent post on this subject is a good place to start.

Governance Myth Number 5. When it comes to governance, process is everything.

This is a half-myth, because it’s almost true, but it still misses the mark. To be sure, it is much more important for the board to make a decision the right way than to make the right decision. This is the basic idea behind the judicial concept called the Business Judgment Rule, and it was the great lesson of the 2005 Disney case decided by the Delaware Chancery Court as well. But the problem with believing in this half-myth is that if directors believe process is everything, they may start focusing too much on the mechanics of decision making and avoid making any decisions based on their own experience and intuition, which can sometimes transcend procedures:

Action step for directors: Go through all the proper steps—but don’t get so hung up in process that you miss a chance to make a good decision.