Amid a changed world of remote Board meetings and virtual AGMs, Chairs are placing a second, steady hand on the tiller of many businesses. It’s a tricky balance of offering support on operational and strategic matters while demonstrating empathy with executives – all without letting loose the crucial anchor of governance.
Tania Cabrera, Relationship Manager for NEDs at Criticaleye, says, “Non-executives want to provide the right level of input and avoid overwhelming executives with requests for meetings and information.
“To enable this, CEOs should provide the Board with regular updates on key indicators to reassure them and then pro-actively seek advice from those with relevant expertise when it is most helpful.”
We spoke to governance experts and Criticaleye Board Mentors to understand how the priorities of non-executives shifted during the pandemic.
Bala Swaminathan, Chair of S Cube Capital and a Board Mentor at Criticaleye, says that conversations round the top table have pivoted to immediate issues.
The conversations at Board level are moving from ground level to thirty-thousand feet all at once. If I go back 6 months, most discussions were at thirty-thousand feet: we thought about governance, doing the right thing, and making sure the company was relevant for the foreseeable future.
That conversation has changed, and we are discussing what happens tomorrow: ‘Do you have liquidity to pay this month’s salaries? How do we partner with government and regulators to make sure we are doing the right things as a responsible corporate citizen? What communication should we be having with our stakeholders, whether that’s employees, partners, regulators or the supply chain?'
I am seeing very strong alignment amongst the Boards I sit on. For example, most Board and C-suite members are willing to take a significant reduction in remuneration, and bonus expectations for this year are going to disappear. All of this will go toward rewarding employees – those at the bottom and middle of the pyramid.
Responsible capitalism is coming in here. There is understanding and acceptance that whatever bread is on the table will have to feed many more mouths than before.
Matthew Lester, Chair of Kier Group and a Board Mentor at Criticaleye, says that NEDs are speaking frequently and adapting to new performance information.
I’m not seeing an issue with the flow of information coming into Boards. The bigger challenge is how much to interfere and demand management time. Executives are under huge pressure. The real issue is, how much time do you want to tie them up in meetings and preparation for Board meetings versus attending to the actual issue?
The smart thing to do is agree with the CEO what the key information that will be most relevant to non-executives is – so adapt management information to potentially amended KPIs – and then back that up with more frequent Board meetings. That way, the non-execs get to see a flow of information and the status of actions taken against a set of committed activities, along with the opportunity to inspect that periodically.
Pared-back information is being provided relatively close to when it will be discussed, but we are meeting and talking more frequently and there is more detail being debated around the virtual Board table.
A fundamental job of a non-executive director is to be a counterweight, so when things are going well it’s the NED’s role to be more demanding: challenge, continuously raise the bar, and be more sceptical about performance. Now it’s the inverse: NEDs and Audit Chairs should pick up the phone to the CFO or CEO and allow them to express their concerns and frustrations.
Finding ways to support people now is crucial – they have huge pressure weighing on their shoulders.
Kevin Harkin, Audit Managing Partner for UK Regions at EY, says Boards should be scrutinising going concern indicators in more detail.
This is the first time in many of our careers that we have seen ‘going concern’ as the most important aspect of disclosure for companies. The FRC has said there is no change in the level of expectation in relation to going concern compared to pre-COVID-19.
At the moment, we are looking at three main areas that drive reporting and the going concern-viability assessment: the trading environment, liquidity and the mitigating factors that help improve liquidity.
As going concern has become more of a priority, I would expect management to be providing more detail for the non-execs to scrutinise. That feeds into the level of disclosure we are seeing around going concern, which has become much greater and includes some of the details we have historically seen in the viability statement, so that readers can understand the key stress points seen by management.
Boards must think about the structure around governance. How do you review and challenge what the business is doing? Challenging the detail and the assumptions around things like growth rates and cash conversion becomes crucial.
Boards also need to think about how they evidence all the considerations they have made. That becomes hugely important in the case of a breach of a Covenant or entering Administration.
John Shelley is an Independent NED at Standard Chartered China, former Risk Officer for RBS in Asia Pacific, and a Board Mentor at Criticaleye. He says that once contingency plans are in place non-execs should be scenario planning for the future.
Banks across the world are required to have contingency plans. It is the responsibility of the executive team to devise that playbook and keep it current – and it is the job of the Board to make sure that it exists, is sound and is tested regularly.
Throughout a crisis, the Board must ensure that central governance and, most fundamentally, the viability of the company remains intact.
Our Board was also involved in driving thinking about the second-order impact. For example, businesses in China are now being affected by what’s happening in the US and the UK and that can be a much bigger, more strategic discussion about global supply chains. China accounts for between 16 and 20 percent of supply chains in the world – those are going to change.
The Board should also be doing some of the forward-thinking, as soon as it is confident that the contingency plan is in place and will keep the business viable. None of us knows what the future world will look like, but we can do scenario planning, pulling in everyone’s experience. We can look at specific sectors and geographies and then start asking questions about how the situation will affect them in different ways.
Emma Carroll, Senior Editor, Criticaleye
Next week’s Community Update will look at Taking your Workforce Forward Through COVID-19