Just as with the financial crisis of 2008, corporate boards of directors are facing the combination of increased responsibility, scrutiny, and uncertainty as their companies grapple with the COVID-19 pandemic.
In the wake of the Great Recession, The Conference Board released The Role of the Board in Turbulent Times: Leading the Public Company to Full Recovery.[1] Most of the recommendations remain relevant today, and the report is worth re-reading. But because boards and governance practices have evolved significantly over the last decade, and because the COVID-19 crisis is unlike others—with many businesses being purposefully brought to a halt by public authorities to contain the pandemic—it’s worth updating the recommendations for today.
The good news is that boards are generally better prepared to address an economic crisis today than in the past. The challenge is that we have not faced a health or economic crisis like this in many decades, and that the expectations for companies and their boards are greater than ever.
Overall, boards can best respond to this crisis, and prepare for what follows, by maintaining (and in some cases clarifying) the respective roles of board and management; by focusing on their company’s short-term survival and long-term sustainability; by keeping in mind all their company’s stakeholders (including employees, customers, investors, and communities); and by embracing the broad and indispensable roles that their corporations serve in society.
While not purporting to be comprehensive, here is a list of seven areas for boards to focus on in addressing the COVID-19 crisis.
1. Governance A crisis can put a lot of pressure on the relationship between board and management. Fortunately, US public companies generally have governance policies and charters in place that clearly define the role and responsibilities of the board and its committees. In addition, boards have enhanced their leadership structures over time, so there is a clear “point person” to serve as a liaison between the directors and management, with 67 percent of the Russell 3000 having a lead independent director.[2]
Now is not the time for a full-blown review of the board’s composition, responsibilities, and processes. But boards should discuss and agree upon:
- How often the board should meet with, or receive communications from, management during this crisis period. This may vary over time, and the board may wish to leave the cadence of communications to the discretion of the lead independent director/independent chair and CEO, because the approach needs to work for both management and the board.
- Whether, in specific areas, the board should shift the line to give more latitude to management during this emergency while still preserving appropriate oversight. This may be appropriate, for example, in approving variances to budgets, modifications to debt instruments, and changes in compensation and benefits programs.
- Whether the company has the resources to manage this crisis. Unlike the 2008 financial crisis, when boards sometimes sought independent advice from their own outside legal, compensation, and other consultants, this crisis does not seem to lend itself to additional resources devoted solely to serving boards. But the board should ask management whether the company has the expertise to deal with this crisis. And management should not be afraid to bring in outside experts to meet with the board.
- How the board and committees can best continue to operate in this time of social distancing. When holding virtual meetings, where you cannot assess body language in a room, it’s important for chairs to make an extra effort to be inclusive and not to have the conversation dominated by a few stronger voices. Apart from any litigation risks, it’s vital to maintain a disciplined approach to communications among directors and between directors and management. Companies will want to avoid having directors (or a subset of directors) exchange messages between or during board meetings, which can undermine the collective decision-making process. Individual directors should also refrain from deluging management with suggestions, no matter how well-intentioned. An individual director’s idea will often be improved, and management will have a more reasonable workflow, if suggestions are first vetted by the board or appropriate committee—or, at the very least, funneled through a committee chair or lead independent director/independent chair.
2. Strategy and Planning Even as boards focus on the company’s near-term financial condition and its plans to navigate the current crisis, boards should not lose sight of the company’s longer-term strategy. For now, boards will want to:
- Consider the implications of near-term actions for the company’s longer-term strategy;
- Ask management to make a concerted effort to keep track of the lessons learned from this experience and to discuss, as time permits, whether adjustments should be made to the company’s strategy, operations, and finances. In some cases, this experience may help identify new areas of opportunity (e.g., factories retooling to create medical equipment) or accelerate the digital transformation of the company’s business; and
- Ensure that future strategic and business plans explicitly provide, if they do not do so already, for different levels of economic downturns.
3. Risk Oversight As with strategic planning, boards should also try to keep the longer term in mind. It is easy for board-level risk reviews—for example, the annual discussions required by New York Stock Exchange listing standards—to become fairly routinized affairs. From year to year, it may seem that neither the risks nor the processes to manage and steps to mitigate them change much. This pandemic should serve as a call for boards to:
- Request that management update the inventory and assessment of risks.
- Take a fresh look at the inventory, ensuring that it encompasses the full range of risks that a company faces, including those that have been highlighted by this crisis, such as disruptions that require the workforce to function remotely and the stability and sustainability of upstream supply chains and downstream customers.
4. Workforce This pandemic affects human beings unlike any of the other “shocks to the system” in the past several decades. As of March 23, 2020, approximately 15,000 people around the world have died from the COVID-19 coronavirus, and hundreds of thousands have been infected. As the health situation worsens, and the measures to contain the pandemic expand, the economic and psychological toll on individuals also intensifies. Nearly a year ago, The Conference Board reported that its job satisfaction indicator had climbed to its highest level in over two decades[3]; as of November 2019, overall job satisfaction had increased even further to 56.3 percent, the highest level since 1995.[4] It will be important for companies to try to retain this goodwill. Boards can therefore pay special attention to the overall well-being of their workforce by:
- Receiving periodic reports from management, including the chief human resources officer, on the steps the company is taking to assure the health and safety of its workforce, the status of their health care coverage, and any plans to reduce the workforce or compensation;
- Evaluating compensation programs to avoid “windfall” grants (in which directors or officers receive an inflated number of shares at temporarily depressed prices); and
- Considering the perceived fairness of compensation programs during this time.
5. Customers Once this crisis is over, customers will return. But it is not clear when or how. Without micromanaging, boards should make sure that management has the appropriate processes in place for:
- Tracking and communicating with customers; and
- Thoughtfully making the trade-offs between enforcing contracts and collecting payments, on the one hand, and maintaining long-term relationships and helping customers get through this crisis, on the other.
6. Investors Today’s US public companies—and their boards—are much more connected to their investors than they were only a decade ago. A survey The Conference Board recently conducted shows that boards of directors are increasingly engaged with, and responding to, shareholder concerns.[5] In the past year, however, we’ve also seen a record level of hedge-fund-style activism on a global scale, with new players joining the fray; and now with stock prices depressed, the “price of entry” for activists is even lower. In addition to encouraging companies to disclose information and risks relating to the pandemic, boards can help by:
- Ensuring that the company maintains a robust shareholder engagement program; and
- Using the engagement program as a way to receive valuable feedback from institutional investors on their experience, lessons learned, and success stories of other portfolio companies.
7. Role of the Corporation While many individuals and companies today are understandably focused on survival, we believe that once this pandemic is over, the emphasis on sustainability—that is, the company’s long-term impact on the well-being of multiple stakeholders, society at large, and the environment—will return even more strongly than before. We’ve seen a steady rise of interest in ESG issues from investors, consumers, employees, policy makers, and others. And a worldwide health crisis, which only emphasizes our shared vulnerability and interconnectedness, is likely to reinforce that trend. Boards would be well-advised during this time to think of how they and their companies will be viewed by all stakeholders once we emerge from this crisis.
Finally, we began this essay by noting that this is a time of increased responsibility, scrutiny, and uncertainty. We think the only antidote to that stress-inducing combination is increased humanity. This is a time for board members to acknowledge their own abilities and limitations, as well as those of others; to act with increased understanding, compassion, and respect toward each other; and to call upon the untapped reserves of resilience and resourcefulness that abide in us all.
ENDNOTES
[1] Matteo Tonello et al., The Role of the Board in Turbulent Times: Leading the Public Company to Full Recovery, The Conference Board, September 2009.
[2] Matteo Tonello, Corporate Board Practices in the Russell 3000 and S&P 500: 2019 Edition, The Conference Board, April 2019, p. 18.
[3] “Poll: Job Satisfaction Climbs to Highest Level in Over Two Decades,” The Conference Board, Press Release, August 29, 2019.
[4] Job Satisfaction 2020, The Conference Board, forthcoming 2020.
[5] Matteo Tonello and Matteo Gatti, “Board-Shareholder Engagement Practices: Findings from a Survey of SEC-Registered Practices,” Director Notes 10, no. 3, The Conference Board, December 2019. For an overview of the role of institutional investors as proponents of environmental and social policy-related resolutions at US public companies, also see Matteo Tonello, Proxy Voting Analytics (2016-2019) and 2020 Season Preview, The Conference Board, December 2019.
This post comes to us from The Conference Board’s ESG Center. It is based on the organization’s publication, “7 Key Areas for Board Attention during the COVID-19 Crisis,” available here.