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Board of Directors Checklist for 2022

The following are what effective Boards of Directors will be focusing on in 2022.

  1. Revised Strategic Plan and KPIs

The pandemic has recut most plans, and management should be coming forward with shorter term plans that can be overseen by the board. Strategy is not “out the window” or “put on hold” during the pandemic. Good boards, especially during disruption, will ensure management brings forward a staged plan, with board input, that reflects changing circumstances. Values, purpose, vision, mission, business model, value drivers, key performance indicators, and risks, should all be reviewed, in writing, and approved by the board. It is difficult for the board to re-assert itself if it lets go of strategy. Boards should be moving from crisis to strategy and performance oversight under disruption.

  1. Digitization of the Business Model

Boards should be thinking up and out, and never be in denial. I am seeing almost 50% of business models now comprising digital and data. Every organization has a business model wether management makes it explicit for the board or not. WFH has accelerated digitization, and boards should understand AI, IoT, blockchain and automation’s impact on the company’s business model. Boards that are very good will link the business model to directors’ skills.

  1. Revised Risk Appetite Framework and Control Assurance

Steady state risks have been replaced with supply reliability, inflation, succession, labor costs and retention, data integrity, economic, employee safety, social expectations, climate, digitization and regulation. As the risks change, the duty of care follows, with good boards having lines of sight to internal controls and assurance that the controls are working, as a prudent director under similar circumstances. Boards that wait, or do not act when risks change (including climate, discussed next), are at risk and may become a litigation or investor target.

  1. A Path To Net Zero

If a board delays action on the company’s path to net zero GHG emissions for want of more regulation and certainty, activist investors and plaintiffs’ attorneys may target (i) the company for not disclosing true climate risks; (ii) directors for breaching their duty of care by not acting as a prudent director would act under similar circumstances; and (iii) directors for not adequately considering the long-term interests of the environment under recent legal changes. Short-term steady progress to net zero carbon emissions, that is performance and industry benchmarked, using standard setters, and is accurately disclosed, will be on good boards’ agendas in 2022.

  1. Data Security, Including Backup and Restoration

When exfiltration and encryption have occurred, and threat actors demand a ransom be paid in crypto currency on the dark web, the company faces significant liability. NIST- and Five Eyes-benchmarked internal controls to protect the perimeter and crown jewels, with regular back up and restoration testing, avoids becoming a target and limits liability. Weak WFH cyber-hygiene and human error are addressed by good boards. A ransomware policy should be reviewed and approved by the board in 2022 if not already done.

  1. Retention and Succession Risks

Omicron variant illness (or worse if unvaccinated) and isolation is real, within key functions and sectors of at-risk employees. CEOs are unexpectedly resigning because of exhaustion. The HR committee should be reviewing contingency plans for key officer illness and emergency plans for the CEO because of health, resignation or otherwise. A similar succession plan should be reviewed by the board for key board leadership roles. Having an evergreen list and high potential talent on the internal bench should be reviewed by the committee and brought forward to the board for a full discussion in early 2022.

  1. Employee Well-Being and Safety

Loneliness, anxiety, depression, substance abuse and radicalization are going up under COVID-19 and remote work. Vaccine mandates, WFH policies and practices, and safety and wellness risk are not the prerogative of management and immune from board oversight. Good boards are exercising their duty of care and fiduciary duty to review all the foregoing, ensuring consistency with COVID regulations. Wellness outreach, CEO mindset, science updates, exit interviews, culture surveys and internal controls over an airborne virus are now standard reporting in leading boardrooms.

  1. Robust, Accurate and Disclosed ESG

Has the board approved which items within E, S and G will be the focus of management? Were the items strategic, peer and industry benchmarked? When the items were approved, were the performance measurements approved also, and independently audited against third party standards? Will performance by the company against the standards be full, true and plain? In 2022, boards should prepare for significant investor demands of all the above. Assume also that any self-interest, cherry-picking or sugar-coating, by management without board scrutiny, will be detected and acted upon by investors. Assume also that any competitive arguments against deep ESG disclosure will fall on deaf ears of both investors and regulators.

  1. Financial Oversight and Stress-Testing

As Omicron rages, has the board requested stress-tested financial statements under prolonged adverse conditions? Director duties receive enhanced scrutiny under financial distress, and boards are obligated to act even when management does not. Boards should pay particular attention to loan covenants, fair treatment of creditors, aggressive accounting, contractual obligations, impairments, deferrals, related party transactions, compliance with conditions of receiving government aid, insurance obligations, management forecasts and disclosure obligations.

  1. Saying Thank You

The last two years have been truly extraordinary. Board chairs tell me that an important item on their board’s agenda now is leading by example and saying, “thank you.” Saying thank you, authentically, to directors, to management, and to employees (and especially health care, educational and customer-facing) for their extraordinary sacrifice in the face of ongoing adversity. This gratitude should be communicated to all employees and key suppliers by senior management, for retention and goodwill purposes. See a very good example of this, here.

Dr Richard Leblanc is the Editor of The Handbook of Board Governance, published by Wiley in 2020.

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Can A Harvey Weinstein Situation Happen to Your Board?

Here is a hypothetical situation that I have encountered many times.

I am invited to observe and assess a board. When I do, I immediately see the red flags. I make hard-hitting recommendations, which have included the CEO and certain directors being fired.

Why does it take me to do what the board should have been doing much earlier?

Boards can be very defensive, and even in denial to what is blindingly obvious. “We missed it” or “it was a rogue employee” is their common defense.

Boards are now asking, “Could a Harvey Weinstein situation happen to us?”

The board’s role in overseeing corporate culture, potential harassment, and other conduct risk is increasingly being turned to by boards and regulators.

Here are twelve suggestions for boards to oversee conduct risk properly within their organizations. The best boards I work with do all of this. The worst do not.

  1. Act on your hunch.

If you have a question or concern, most of the board shares the same concern. Ask the question, and ask the second question. And if you don’t like what the answer is, press further. Where there is smoke, there is often fire. I have interviewed over a thousand directors over my career. The most common regret directors have is twofold: (i) I didn’t speak up when I should have; and (ii) I didn’t fire the CEO soon enough. One corporate secretary after a recent public scandal told me, “when the board does not ask questions, we have succeeded.”

  1. Insist on proper whistle-blowing.

Many whistle-blowing programs are flawed. They are not anonymous, protected, independent, rewarded or remedied. That is the board’s fault. Not surprisingly, people (especially women) do not come forward for fear of retaliation and career harm. If you think conduct risk is not occurring within your organization, you are wrong. It is just a question of degree. Bad news needs to rise, and go around management and directly to boardrooms. If bad news does not rise to the board, it does not go away. It gets worse. Good boards insist on proper channels directly to them.

  1. Renew your board regularly.

New directors see things that long-serving directors may not see or may be accustomed to. A fresh set of eyes can be invaluable. Have term limits for directors or regulators will impose them for you as is being done in several countries. Have a diverse board. Homogenous boards engage in group-think and do not ask tough questions.

  1. Do rigorous interviews and background checks.

Ensure that employees, agents, management and directors go through thorough and ongoing background, reference, social media, personality, criminal and financial checks and testing. People’s personality will not change. If you do not know someone’s faults, you have not done your homework, and they are a risk to your reputation.

  1. Remove management regularly from boardrooms.

Remove management from a portion of each board and committee meeting. Have a safe space so directors can speak confidentially. These “in camera” sessions are the main way that directors voice their concerns not within earshot of management. In camera sessions are the greatest contributor to board effectiveness, directors tell me.

  1. Act immediately at the first sign of an ethical lapse.

The standard you walk by is that standard you accept. When you see discrimination, disparagement, or unfair treatment, call it out. Speak up. And when necessary, fire the CEO or senior manager at the first sign of a lack of ethics. Otherwise, you signal to the entire organization what is acceptable to you. Boards have suffered by not acting when they should have. And if your board does not act when it should, resign.

  1. Receive dis-confirming information on company culture and executives.

If you get all your information from management, you are only hearing one side. Receive your own social media analytics, look at chat rooms, hear from employees, use google alerts, commission independent reviews, hear from reporters and analysts, walk around, and listen to what you hear and observe.

This does not mean that you are micro-managing, only that you are getting full information. If management tries to block you or dominate your information flow, that is a red flag.

  1. Receive employee feedback.

Retain survey providers to conduct employee morale surveys that are directly provided to the board and untampered with by senior management. Ask for qualitative exit interview results, staff turnover rates and litigation compared to your peers. Consider putting an employee on your board, or having an advisory committee or a designated director to represent the employee viewpoint.

  1. Look at how employees are paid.

People behave and take risks based on how they are paid, including customer-facing employees all the way to senior management and your CEO. Look at how pay incents conduct. Make sure that employee engagement forms a healthy portion of CEO incentive pay.

  1. Protect yourself and the company.

Benchmark management contracts for conduct and ethics clauses. Define just cause for dismissal to include ethics. Have fair treatment form part of all employment contracts. Ensure your Code of Ethics and Diversity Policy are conditions for incentive pay to vest, and claw it back if you discover misconduct after the fact.

  1. Benchmark your diversity and inclusion policy and practices.

Many human resource policies are legalistic and do not provide adequate examples and training. Train on unconscious biases. Provide examples of heterosexism, islamophobia and transphobia. Have voluntary, confidential self-identification of gender identity and LGBTTIQQ2A. Have a diversity and inclusion best practice presentation directly to the board of directors, as tone flows down from this.

  1. Be vigorous in your fiduciary duty.

Management may play the trust, confidence or micromanaging card. Press on. Insist on behavioural and integrity controls, and independent auditing of these by the internal auditor, who should report directly to you, not management. Many conduct failures have happened because senior management blocked access to the auditors from the board. Have internal audit test the controls for culture and integrity (including complaints, reaction time, investigation protocols, record keeping and non-retaliation) and report directly to you on their findings.

Conclusion

Governance is changing. Board are becoming far more active and are investing significant time in their duties and responsibilities.

There are occasions where the best efforts will fail, but for the most part conduct failure happens when a board is complacent and fails to act when it should.

Dr. Richard Leblanc, Editor of The Handbook of Board Governance (Wiley, 2016), can be reached at rleblanc@yorku.ca.

 

 

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The Board’s Number One Job: CEO Succession

A board’s number one job is to hire and fire the CEO. Everything else is secondary. If a board gets CEO succession right, the company will prosper. If the board hires the wrong CEO, the company and the board will fail.

Many boards perform CEO succession poorly. According to one study, boards spend, on average, only two hours a year on CEO succession planning. When I ask directors what their number one regret is, the answer that I receive most frequently is “not firing the CEO sooner.”

Why is CEO succession so difficult for boards? I have a good idea of why boards perform poorly on this important task, and how to get it right.

Here are three recent case studies that have been heavily disguised. I will then discuss what boards should do to improve CEO succession.

First board: I was in a board meeting of a global company, where I saw the CEO in action. Then it hit me: This is the wrong CEO, and the problems that the company has been having are due to this under-performing CEO. I asked the CEO to leave the room. I advised the Board to administer an employee survey, with results directly reported to the Board. When the results were a failure, I recommended firing the CEO. The internal CEO successor bench was weak, so an existing Director was tapped to be Interim CEO, and the Board is now hiring a permanent CEO. This Board should have acted much sooner. This was a CEO hire fail because two Directors pressed for this CEO, whom the Directors knew, and the Board agreed.

Second board: I was in a board meeting of a large public company. The CEO was pushing back, interrupting directors, and interrupting me. I asked the Board Chair to instruct the CEO to leave the room in order that I may have an in-camera session with the Independent Directors. After the CEO left, I found out that a CEO-ready internal successor was still three or four years out. The incumbent CEO was resisting coaching. I told the entire Board that they have failed in CEO succession planning. Poor CEO succession planning was why the incumbent CEO was dominating the board. The Board had no options.

Third board: I was in a board meeting after a high profile risk management failure at the company. The current CEO was weak and I predicted would buckle under a crisis. Except this time, the CEO had been blocking Board access by a potential CEO successor for over a year. And another potential successor was not being given resources by the incumbent CEO to prove himself. I worked with the Board Chair to construct a “horse race” CEO succession model, like GE and CIBC did, for the top three officers. I made sure that the first officer was regularly exposed to the Board, and the second officer received responsibilities for profit and loss. I also advised the Board to do a global external search at the same time. All three officers were told that they were also competing against global talent, as well as each other. Each internal CEO candidate had six months to prove themselves to the Board. The former CEO was replaced by the highest performing officer, and the company prospered significantly.

These three companies were caught flat-footed with CEO succession. These boards should have had CEO succession right, but failed. If these companies failed, with some outstanding directors on them, other companies can fail on CEO succession.

Why does CEO succession fail? Three reasons.

  1. The incumbent CEO refuses to cooperate. No CEO ever really wants to replace him- or            herself. However, CEO succession is the board’s responsibility, not that of the incumbent         CEO.
  2. Boards do not proceed pregressively and step-by-step. Boards skip steps or, worse yet, allow emotion, preference, capture, social relationships, or bias to creep in.
  3. There is no actual CEO succession plan. Every board should have an emergency CEO succession plan and a longer-term plan. The longer-term plan contains a line of sight for    the Board to: the high potential talent pipeline; what grooming and development is    necessary to make this talent CEO-ready; and what the time frame and resources are for            this readiness. Internal CEO talent costs less than external talent and is more successful.

There should be a CEO succession planning process, which may include:

  • Regular discussions and reporting on CEO succession by the Board;
  • A dedicated Board Committee who reviews and recommends CEO succession planning;
  • Board approval of the strategic plan;
  • Prioritized attributes of the CEO who can achieve the plan;
  • A recruitment strategy (internal candidates, external candidates, or both);
  • Matching profiles and resumes to attributes to create the long list;
  • Background, social media, reference, criminal and credit checks;
  • Information packages for prospective CEOs;
  • Initial interviews and ranking to a short list;
  • More due diligence on top candidates, second interviews;
  • Salary, incentive, and benefit pay established, and linked to the strategy;
  • Terms sheet and draft employment contract;
  • Invitation for Directors to meet top finalists;
  • Final interviews, recommendation to full Board;
  • Board approves top two candidates;
  • Finalize employment contract and pay with successful candidate;
  • Onboarding, CEO performance review after 6 and 12 months; and
  • Updates to full Board on all of the above.

The board should discuss the longer-term succession plan in the absence of the incumbent CEO. If the incumbent CEO, whose views on potential successor are relevant but should not be determinative, does not cooperate, or blocks access, this is a warning sign. Make CEO succession worth a healthy percentage of the CEO’s pay. Then watch the CEO cooperate. CEOs behave the way CEOs are paid.

CEO succession planning should start day one of the new CEO’s hire. Do not wait. You know you have CEO planning right when you can fire the incumbent CEO at any time. Anything can happen and you want to be ready. Ethical transgressions, non-performance, accidents, or illness are regular occurrences. CEO succession is all about leverage and the board having options.

If the CEO pushes back and says that you don’t have confidence in him or her, correct the CEO. You have confidence in the CEO (or you do not), but are doing your job. If the CEO does not cooperate, the CEO should be fired. Never be beholden to a CEO. CEOs are replaceable and it is the work of the Board to do this.

Dr. Richard Leblanc, Editor of The Handbook of Board Governance (Wiley, 2016), can be reached at rleblanc@yorku.ca.

 

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How Tweeting by a PwC Partner During the Oscars Sullied PwC’s Reputation and Offers Lessons for Distracted Board Members

PwC partner, Brian Cullinan, evidently was tweeting backstage moments before he handed the wrong envelope to Warren Beatty, resulting in reputational damage for PwC in its assurance role over award envelopes and the announcing of the wrong award for Best Picture.

Social media use can become an addiction, and can compromise not only reputation, but decision-making as well.

The most common complaint I have during my reviews of boards of directors’ performance is distracted directors. I see distracted directors in boardrooms and distracted students in classrooms all the time. More leadership and common sense is needed by board chairs and professors.

I was auditing a graduate university class recently, and most of the students were on their laptops, typing away, apparently oblivious to the lecture occurring in front of them. Their eyes were not on the professor or their colleagues. They were not engaged in the moment. This is like directors looking at iPads and laptops during the board meeting instead of each other.

I stopped the class and asked what the point was that the professor had just made. No one could answer. I instructed all students to close their laptops and discontinue all technology for the remainder of the class. Further, students were not to consult any notes and stay in the moment for the entire class.

In another board meeting, the board chair was obsessively using his cellphone during the board meeting. When I walk around boardrooms and classrooms, I see directors and students typing, answering emails, texting, using social media – in other words, not doing their job.

The laptop creates a physical and psychological barrier. It also takes two hands to type, as opposed to one hand to write.

Certain Toronto high-schools announced a few days ago that they are banning cellphones from classrooms. Hospitals and courtrooms also ban the use of cellphones.

The answer for boardrooms and classrooms is not to ban technology, but rather to use technology to enhance individual and meeting performance, not diminish it.

You are four times as likely to be distracted when you use technology. Studies show that retention increases when notes are taken the old-fashioned way, on paper, rather than on a computer. Technology does not necessarily enhance performance; indeed, studies show it may diminish it.

If you are prepared for class or a for board meeting, there is no need for any technology, or very many notes for that matter. The use of technology, including PowerPoint slides, can be a safety blanket or used to manipulate your audience. If a person reads PowerPoint slides, chances are they are unprepared, and further, you have a weak board chair or weak professor.

A great board – management discussion or presentation can occur without any technology whatsoever. Think of twenty years ago when this technology did not exist. Some of the best discussions that I have moderated and witnessed in boardrooms and classrooms do not include any technology.

What is the answer for boards of directors and classrooms, and the use of technology?

•    Resist the use of technology simply because it is available. The litmus test for technology is performance.
•    Lay down the rule if you are the board chair or professor: No technology unless it is directly related to the meeting. And lead by example.
•    Make sure all discussions, agendas and information are relevant, to respect your audience’s time, and resist their temptation to be distracted.
•    Insist on full preparation and focus on the discussion. The discussion is where the learning and important decisions get made.
•    Have students submit 2-page summaries of the readings at the start of class, to validate their preparation.
•    The foregoing would be draconian for directors, but it is blindingly obvious to directors who is prepared for the meeting and who is not. Have a system to enforce preparation.
•    Insist on peer assessment of directors and students.
•    Make sure that you can see someone’s eyes. If you cannot see their eyes, chances are they are distracted.
•    Take frequent breaks to use technology for personal purposes.
•    Insist on in-person meetings to the fullest extent possible.
•    Self-police any errant director or student who cannot comply with the above.
•    Most of all, lead by example.

Dr. Richard Leblanc, Editor of The Handbook of Board Governance (Wiley, 2016), can be reached at rleblanc@yorku.ca.

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The Problem with Independent Directors

“The Board Chair is owned by the CEO,” directors told me after I was called in by the regulator to assess the board. The Chair owned a condo next to the CEO and was a close personal friend. I have not assessed a board when there was not at least one director, and oftentimes, after governance failure, several directors who are viewed as non-independent by their fellow directors, even though these directors are independent by regulatory standards.

Academics have never been able to show that independent directors strengthen company performance for one major reason: true independence is not being measured from the outside, and can readily be undermined by clever, self-serving management and directors themselves by allowing it to occur. Bright-line independence tests or rules can be out-smarted, and many fail to capture the underlying conflicts of interests.

In my research involving shareholder activists, activists tell me how they investigate director backgrounds to show the compromising of independence. Activists’ inherent presumption is that each director is non-independent to begin with. They are put in place by management or other directors, not shareholders.

Here are the ways directorial independence is compromised, before or after a director begins to serve: a close social or personal relationship with another director or member of management; serving on another board or in another business relationship with a director; excessive tenure on the board; excessive director pay or expenses; an office at the company for the director; the use of secretarial staff; gifts such as cigars; vacations with other directors, a significant shareholder, or management; jobs or contracts for acquaintances or referrals of the director; lunches, dinners, entertainment or sporting events with a small group of directors and management (rather than collective board dinners); informal collaborating in a decision by a board or committee chair with management in advance of the meeting; boards or committees not hiring independent advisors but are beholden exclusively on management; directors taking advantage of a corporate opportunity, resource or perquisite with full knowledge (or not) of other directors; or having a bias towards a particular stakeholder in board deliberations (including a significant shareholder).

There exists pressure on Canadian directors to allow their independence to become diluted, directors tell me, and to be collegial in this dilution. I have interviewed some of the top board chairs in Canada, and one of their major concerns was the “slippery slope” of directorial independence. I have found that directors can become less independent, but I have never found them to become more independent. Boards, in theory at least, should decide what degree, if any, of independence slippage (see all of the above real examples) they are willing to tolerate.

If one or more directors has their independence compromised, particularly a board or a committee chair, then governance failure can and does occur. Conflict-seeking directors are toxic to a board and should be removed. Directors know which director(s) has lost their independence. By the time I arrive, I am confirming what they already know and failed to act upon. A trained outside expert can readily observe captured directors during board meetings, interviews and customized questions.

Why is There a Director Independence Dis-connect?

If director independence is compromised and regulatory standards fail to detect this, then the regulators have failed. It should not be possible, if regulators are doing their job, to have a director who is not independent, inside the boardroom, and at the same time that director complies with independence guidelines outside the boardroom.

What is the Standard for Independence of Public Company Directors in Canada?

Directorial independence in Canada is presently a subjective standard (what directors believe), rather than an objective one (what is reasonable to believe). This means that if directors collectively believe that a director does not have a “material” relationship that can reasonably be “expected” to “interfere” with that director’s independent judgment, then that is the end of the analysis. The absence of an objective, reasonable or perceived point of view is anomalous when it comes to overseeing conflicts of interest in the workplace, so why should boards be any different? What should matter is what is reasonable, not what a director or a board believes. This subjective view can be unreasonable.

How Can Director Independence Be Strengthened?

Director independence is important because independent directors control management. It is important to get independence right – in theory at least – but also in practice if directors are to possess independence of mind coming onto the board and maintain it once they are on.

Here are some reforms I recommend and use to address director and board independence:

  • Regulatory reform should occur so independence of directors espoused by regulators equates with actual independence inside boardrooms. An objective, reasonable person standard should be used.
  • Boards should enact a robust conflict of interest policy, for directors, not drafted by management, and this policy should be disclosed to shareholders.
  • Independent advisors should facilitate an annual peer review of director independence, as is done in the United Kingdom. The review process should be disclosed and acted upon.
  • Codes of conduct should be drafted (not by management) to apply to a board of directors. Boards should not be using the company code because director independence issues are not captured.
  • Boards (and if not, regulators) should impose reasonable term limits on director tenure, beyond which the director is not regarded as independent, as is done in several countries.
  • Boards should require the confidential disclosure of directorial perceived conflicts (including assets and financial information relevant to the company’s business) to the audit committee, including that of family and affiliates of the director.
  • Audit committees should review and recommend to the board perceived conflicts of interest by directors, and should create a special committee of independent directors who are independent of the matter and the director, if and when required, with independent advisors retained by the audit or special committee.
  • An anonymous procedure for reporting on directors who do not disclose potential conflicts should exist, to the audit or special committee.
  • The governance committee should recommend independent board and committee chairs, and the board chair should be selected by confidential ballot without the CEO being present or unduly influencial.
  • For significant shareholder boards, independent directors should be chosen by and from minority shareholders, so a portion of directors are independent of the significant shareholder, commensurate with the significant shareholder’s portion of common shares.
  • For widely held boards, shareholders should select a portion of directors so directors are independent of each other and management.
  • Boards should disclose the origination of each director, namely how that director came to be recommended for election by shareholders.
  • Boards (and if not, regulators) should diversify themselves so directors do not come from the same homogenous pool and are independent from one another.

Dr. Richard Leblanc, Editor of The Handbook of Board Governance (Wiley, 2016), can be reached at rleblanc@yorku.ca.

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