Conclusion
Leveraging the Board for Competitive Advantage
The string of company meltdowns seems to have subsided for now, but it served its purpose by bringing to light issues central not only to governance but also to running a business. Stiffer penalties and new regulations may help prevent fraud, but they do not address the fundamental issue of creating value and improving the company’s competitive position. Management faces increasingly complex and intense demands. Boards have a central role to play, and they must exercise it fully.
The nexus of power to run the business must be with the CEO and the board—both. The best CEOs are powerful in the good sense of the word—they have command of the business, receive input from and stand up to constituencies as necessary, address issues head on, confront strong individuals when needed, and so on.
Boards must be just as powerful in doing their job of helping management make sense of internal and external complexities and ensuring that the talk matches reality. If the CEO is incapable of running the business properly, replacement is necessary. More often, the CEO needs the board’s input, coaching, and support.
Today’s directors have a calling, and they must respond by continually improving their practices. Only a strong board can counterbalance the many people with influence whose desires and ambitions have been misaligned with creating intrinsic value. These influencers include those compensation consultants who have worked one-sidedly to maximize the benefits and minimize the risk to their client CEOs; some investment bankers, analysts, accountants, and consultants who have led management down the wrong path because of a short-term orientation or self-interest; and some executive search firms, the media, and vocal social constituencies, all of which have their own goals and interests.
The dedication to improvement does not mean a focus on mechanical steps or structural improvements. Those won’t change the real effectiveness of a board. A director’s job is intuitive, not mechanical. Yes, directors must read balance sheets and comply with Sarbanes-Oxley’s myriad criteria. But the real substance of a board’s work requires judgment. Directors must help each other pick up on hints, test instincts, and develop a sixth sense for landing on the important issues. There is work to be done, and satisfaction to be gained in doing it. Effective corporate governance—turning the board into a competitive advantage—is as much a reward for the participants as it is for the companies they govern.
While the practices in this book focus on directors, the CEO is, of course, a vital aspect of the board’s functioning, and is instrumental in making the board Progressive. As I wrote this book, I kept recalling the conversation I had with Jim Doyle, the CEO described in the first chapter. His board is in many ways typical of a Liberated board. That is to say, Jim has turned to his board for help and the directors are active participants in governance—but the board has not yet become all that it could and should be. CEOs have so much to gain by helping their boards become Progressive. So I decided to write Jim the following note to encourage him to continue to improve governance at his company. No doubt the message applies to many other CEOs as well, and if they take it to heart, significant changes will take place quickly.
Dear Jim:
I have been reflecting for some time now on the conversation we had. Almost a year has passed, during which I have done much research and analysis. So many boards, like yours, are going through this phase of Liberation. Some, but not all, are making deliberate progress toward the transition to Progressive.
There is an opportunity here for every CEO to make the board a competitive advantage. My view is that you should consider getting together with the Chair of your Governance Committee and your lead director, and accept the challenge for the three of you to make your board Progressive. I believe if you consider the following few points and methodically create a plan to guide the board, yours could become a board potential directors would love to join in the future, and against which other boards will be compared:
• Discuss among the three of you what will make the dialogue productive; then sit with the whole board and decide on the rules of engagement for the board going forward. By explicitly talking about the need for consensus and closure, the directors will individually see how they contribute to the group dynamics. Jointly determining a Twelve-Month Agenda will help the group stay focused on key issues.
• Have an ad hoc committee sit with you and your CFO to talk about an information architecture that helps the board understand the business and how it makes money. It will save meeting time for dialogue. It may take a few iterations to get the package right, but the improved productivity of the board makes it well worth the effort.
• Design a strategy immersion session different from the retreat that you held. You and your team should personally present the strategy and leave plenty of time for a lively discussion. It’s a great way to get all the directors on board and give the board the proper context for future decisions that will come to them for approval (remember, that’s why the GE board could quickly approve acquisitions following their 2003 off-site). Not having a clear consensus on strategy will hamstring the board and make your job harder. If the immersion session doesn’t achieve consensus on strategic direction, consider developing a strategy blueprint to follow up.
• Warren Buffett has called CEO pay the “acid test” for boards. The issue is certainly picking up steam. Make sure that the Compensation Committee has carefully considered the philosophy and the range of behaviors that will make the business better and that it works with the full board to establish multiple objectives for you and your team. Creating a compensation framework will help link the objectives with specific forms of pay. That should make you and the board more comfortable with the public’s increased demands for transparency.
• You are only fifty-three, Jim, so succession is not an immediate issue. However, you and your board need to begin planning for that day now and for the possibility of an emergency succession. How rich is the leadership gene pool at your company? Do the directors know the criteria through which the leadership gene pool is being selected and developed? Have the directors begun to meet the next generation of leaders? Focusing on these issues now will pay huge dividends down the road.
No doubt your board wants to contribute. They want you and the company to be successful. It is up to you to take the lead, and indicate that you would love to have them contribute to shareholder value creation and the longevity of the company. If you are able to transform your board, it will free up a lot of time so you can devote your energy to other management issues. And I think that you will find your board, once it has become Progressive, will be a nourishing source of ideas and support. Your psychological energy will be renewed, and you will be able to tell your friends that you have the best, most thought-provoking, most helpful board in the world.
I’ve seen committee heads and lead directors initiate these kinds of improvements in how the board functions, but there’s no reason a CEO can’t lead the charge, as Jeff Immelt did at GE. Leaders are leaders. Jim, I think you are a great leader and you have other great leaders on the board. Together, you can take corporate governance—and the company—to the next level.
Best regards,
Ram Charan
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