Despite this call to action, overcoming short-termism remains a stark challenge for many companies. In fact, as the National Association of Corporate Directors’ (NACD) 2015 Blue Ribbon Commission observed, “factors encouraging a short-term focus are stronger now than ever before.” Additionally, in a 2015 report, the Conference Board contemplated whether short-term biases might jeopardize future business prosperity altogether.
Yet if short-termism is a sizable challenge, so too is the commitment to understanding why short-termism is so entrenched as a business practice and the task of mitigating its harmful effects. In July, the Anti-Fraud Collaboration, a group of organizations focused on fighting financial reporting fraud, hosted a webcast on Coming to Terms with Short-Termism. The discussion, which I was privileged to moderate, featured top experts and generated a wealth of useful takeaways for participants across the financial reporting supply chain.
Let’s look at a few key takeaways from the discussion.
1. Acknowledge and Define the Complexities of the Issue
To address the challenge of short-termism, it helps to understand the complexities of what companies are up against. For one thing, “short-termism” doesn’t equate to short-term activity, which isn’t necessarily bad. NACD Chair Karen Horn, director of Simon Property Group, observed at the outset of the webcast that the “long term is made up of many, many short-term actions.”
Another tricky step to understanding the complexities of short-termism is how to define “short-term” at your company. Is it a month? A quarter? A year? “It depends on the company,” said panelist Bill McCracken, president of Executive Consulting Group LLC. McCracken, who previously served as CEO of CA Technologies, added that even within a company the meaning of “short-term” can change according to different contexts, such as strategy or compensation.
2. Think Strategically
However complex a challenge combatting short-termism may seem, there are several simple solutions for directors to consider. One of them is this: think strategically. A strategic mindset helps short-term actions align with long-term goals. “Boards really need to be conversant with the company strategy,” said Horn. McCracken agreed, noting that board members should become “activist directors” who immerse themselves in the details of the company, its strategy, and its industry. This engaged approach, he added, can help directors be prepared to handle situations such as share buybacks or changes to dividend policy where questions of short-termism may arise.
Similarly, strategic thinking can also help directors gauge the validity of the use of non-GAAP measures. “Shouldn’t the use of non-GAAP measures also tie in to the strategy of the entity?” asked Douglas Chia, executive director of the Conference Board’s Governance Center. “Absolutely,” responded fellow panelist and KPMG Partner Jose Rodriguez.
3. Strengthen Tone at the Top…
One danger of short-termism is that it can heighten fraud risk across the enterprise. Companies need to ensure that management is setting the right tone at the top. “I can’t underemphasize tone at the top,” said Rodriquez. “How do [senior executives] talk to employees? Is everything geared around meeting that analyst’s [earnings] expectations?” From his auditor’s viewpoint, he added, “that would be concerning.
4. …But Don’t Forget the “Mood in the Middle” and “Buzz at the Bottom”
While emphasizing tone at the top, panelists also stressed that short-termism shouldn’t be a point of concern for only senior management. Many instances of fraud, noted Rodriguez, occur outside the C-suite. “It’s middle management and lower management that had to get that sales number to a certain amount of dollars,” he said, and this pressure can lead to channel stuffing or other undesirable activity. Such activity is what audit committees, auditors, and the board ought to be looking for, added Bill McCracken.
5. Dial Down the Emphasis on Quarterly Results
“Our entire [financial reporting] structure is built around quarterly reporting,” said McCracken. While eliminating this quarterly focus might not be possible—or even desirable—panelists agreed that reducing the quarter-to-quarter mindset was an important part of addressing short-termism. “Obviously you can’t get entirely away from that,” said Chia, “but there are ways you can reduce the emphasis and build on the timeline that you think is appropriate—not what you’re being told by the analyst community.”
Fostering robust communication internal and external communication is a core priority for the Anti-Fraud Collaboration, and communication at all levels was a recurring theme throughout this webcast. When discussing the use of non-GAAP measures, Horn noted that “the chairman of the compensation committee should be talking to the chairman of the audit committee as these measures work their way in to [compensation] programs.”
Likewise, communicating effectively with external investors and other stakeholder parties is critical. “Boards need to really understand investor communications,” said Horn. “The way that we can pursue long-term value creation is in partnership with our investors.”
Front and center for boards and senior management is the call to align the company’s day-to-day activities with long-term value creation, said Bill McCracken, co-chair of the NACD Blue Ribbon Commission (BRC) that produced the newly-released report on The Board and Long-Term Value Creation. McCracken, who is also a director of NACD and the MDU Resources Group, president of Executive Consulting Group, and the former CEO of CA Technologies, co-chaired the commission with Dr. Karen Horn, director of Eli Lilly & Co., Norfolk Southern Corp., and T. Rowe Price Mutual Funds, and vice chair of the NACD board.
What’s the first step for boards in creating long-term value? “Draw a clear line between the daily objectives and long-term strategy,” said McCracken. “Ask, ‘Have we done a good job articulating that? Do investors buy into the strategy? And does the company have the capabilities it needs to execute that strategy?’”
Dona D. Young—chair of the nominating and governance committee for Foot Locker Inc. and a director of Aegon N.V. and Save the Children—served as moderator for a panel that also included Margaret M. Foran, a director at Occidental Petroleum and the chief governance officer, vice president, and corporate secretary of Prudential Financial; and Brian L. Schorr, partner and chief legal officer of Trian Fund Management LP, director of the Bronx High School of Science Endowment Fund, and a trustee of the New York University School of Law. Young and Foran were both BRC Commissioners in 2015; Schorr was a member of the 2014 BRC, which focused on the board’s role in strategy development.
The panel discussion amplified four key findings from this report:
Make short-term goals the building blocks of long-term strategy.
“It’s clear that short-term is not at odds with long-term,” Young said. “How do we integrate that concept in our companies?”
Panelists agreed that directors should determine how to break down long-term goals into measureable short-term milestones at the quarterly, half-year, and annual marks. As Schorr noted, “performance can’t be back-loaded: if a company consistently misses those short-term marks year-after-year, shareholders will question the integrity of the long-term goal you’re moving toward.” Among the BRC report’s tools for directors are examples of long-term-oriented performance metrics in nine different categories.
Directors also need to test the organization’s alignment between short-term metrics and long-term strategy with actual performance. Start off with your premise—or the long-term goal your organization is moving toward—and conduct historical look-backs on a regular basis, Foran said. “Were we right about our predictions? Did we reward the right things?”
Independent inquiry is not optional.
In order to be effective at setting those long-term goals and their relevant short-term milestones, directors must be knowledgeable about both the company and industry.
“We have to do our own homework and not rely solely on management [for information],” Young said. “How do board members engage in independent inquiry without making management feel like we don’t trust them?”
Directors should be reading press releases and analyst reports—not only those issued by their own company but also those of peers and competitors within the industry—to get a sense of what the trends are, Foran said. Trade publications and conferences are other key sources of data.
Schorr described an approach he himself uses: “At Trian, we focus on the income statement. We look at indicators such as EPS growth and EBITDA margins—do we see underperformance relative to what we believe is the company’s potential? Balance-sheet activists look for signs of excess cash, lower leverage ratios, or dividend payout ratios that are out of balance. We ask why. There may be a perfectly good reason; it’s just not well-articulated by management.”
Conduct regular individual-director evaluations.
McCracken highlighted the report’s recommendation on the need for long-term succession planning. When considering your company’s board composition, ask whether you have the capabilities and talent that will be needed to guide the company toward future goals, he said.
“We do strenuous 360-degree evaluations with management,” McCracken noted. “Why can’t we hold ourselves, as board members, to the same standard?” And since board members are peers, it is helpful to have a third party conduct the assessments. Young shared an example from her own experience in which individual director evaluations were truly 360-degree, incorporating input from senior management: “It was tremendously enlightening, really eye-opening.”
Be prepared to engage with shareholders.
The importance of regularly scheduled meetings with shareholders cannot be overestimated. “Don’t just wait for a problem to arise,” Shorr advised, noting that information exchange is a two-way street. The board should also have ways to gather unfiltered information about shareholders’ priorities and concerns.
McCracken emphasized this point: “In today’s world, board members need to talk to shareholders. Regulation FD is a non-issue, a red herring, and directors can’t use it as an excuse.” The BRC report provides detailed guidance that directors can use to prepare for shareholder meetings.
The BRC Report on the Board and Long-Term Value Creation is a natural extension of last year’s BRC report, which recommended that directors get involved in strategy decisions early on and remain involved with them, Schorr said. Doing so can help push management toward goals that promote long-term value creation with links to interim performance milestones that are clear to shareholders. “It’s more than understanding and doing defensive analysis. It’s getting into the boardroom and doing a lot of the things activists are doing,” Schorr said.
Moderator Young summarized the report’s significance this way: “This report helps directors to take a systems approach to engaging with management on strategy and driving value creation.”
This timely publication is the NACD’s twenty-second BRC report and represents the thought leadership of more than 20 eminent directors and trailblazers in business and government. Distributed to attendees of the GBLS and available to NACD members at www.nacdonline.org/value, the report contains the following practical guidance for the directors and boards of public, private, and nonprofit organizations:
Ten recommendations on the board’s role in driving long-term value creation
Eleven red flags that indicate a lack of alignment between short-term goals and long-term strategy
Specific steps directors can take regarding CEO selection and evaluation, capital allocation, and other elements related to long-term value creation
Eight appendices that offer detailed insights and practical boardroom tools