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quarterly issue 3

What role can board members play in the recovery?

Author: ICAEW Insights

Published: 19 Sep 2020

global conv

We talk to three experienced board members in the US, Europe and Asia about COVID-19, and their predictions for the future. Interviews by Tim Stafford

Our interviewees are:

Jan Babiak: Member of the Board of Directors of Walgreens Boots Alliance, Euromoney Institutional Investor PLC, Bank of Montreal. Formerly Managing Partner, EY.

Olivier Bisserier: Member of the Supervisory Board of Flow Traders. Formerly CFO, Booking.com.

Andrew Weir: Global Chair, Asset Management and Real Estate, KPMG International, Senior Partner, H.K., Vice-Chairman, KPMG China.

How have board members been supporting their companies this year?

Jan Babiak: My boards have met far more frequently but, at base, a board role still has three primary objectives: to fulfil all fiduciary responsibilities; to help the company react to the unexpected; and to scan the horizon and help prepare for what’s ahead. Those three roles haven’t changed, but the balance between them has.

Olivier Bisserier: Most companies are run on a series of scenarios. Before [COVID-19] you were given your budget, and [you worked on the scenario] that you’d make the budget or miss it, and then you’d take measures. That was relatively straightforward. Now, executives are running three to four scenarios, such as “OK," "Bad", "Very bad" and "Catastrophic". And it's way more difficult to operate that way. There has been far more engagement by non-executive board members but it’s a balancing act. You can’t step in to run the business but you should provide advice, perspective and support. You must be available to talk informally – not just in board meetings – to navigate the ambiguity of the situation, and the fact that it's going to last years.

How will board members support their companies across the next 18 months?

Andrew Weir: [This year there has been] much more consideration of what a company does, what its purpose is, who its stakeholders are, and how stakeholder relationships are managed. This has moved from an almost theoretical ‘business school’-type consideration into a practical discussion. And how we all behave now – how our companies behave – is vital. People will not remember the mitigating circumstances. So, values, culture, all of these things are in very, very sharp focus. And a really important role of the board is keeping this front and centre, notwithstanding all the significant operational challenges. 

JB: As a board member I follow all my companies’ internal and external communications but in this world, it’s our obligation to not only read the detail but really understand what management's doing so you're not wasting their time on board calls. My reading has quadrupled; not only am I reading everything about governance and accounting and industry news, I'm reading about medical, legal, and geopolitical trends – I’m deep into Black Lives Matter coverage and related black history – so that when I engage with my board I'm bringing useful information to the table, because they're maybe too busy to do all this reading. I also use the experiences of my boards in different sectors and countries to share best-in-class ideas. For example, I had one CEO in early March write a great note to his executives about 10 steps that they need to take immediately. I just thought it was brilliant, so I sent it to my other CEOs because he was so ahead of the curve. 

OB: As an executive team, you're always very much alone. I was an executive myself. All of a sudden when a situation like this happens, you need to be able to share your concerns with someone you know, you need to vent a bit of frustration – to express yourself. You can't do that with your fellow colleagues or back at home, you need fairly senior folks who have seen those things before – who have been through financial crises or some major issues before. And to tell you that these are the right things to do. A call from them will mean that [you return to work] with a lot of confidence.

AW: The challenge for board members is [not just] spending more time in meetings but being careful they're not working in isolation from the business. So [boards should] support the executive team, understand what they're doing, helpfully and constructively challenge them, but also have a deeper understanding of the nuts and bolts of an organisation. For example with disciplines like cash flow modelling, forecasting, business assumptions, there's much more active participation of executive and non-executive directors. There's a lot more board-led discussion and consideration on these topics. I'm seeing more leadership from boards and board members asked to lead a particular initiative to support management. 

There are three big themes that boards should focus on: One is ESG [performance]; the second is the digital transformation of business; the third is social media and the digitalisation of marketing, brand etc The crisis has made this a necessity; organisations that embrace these three missions, as we emerge, are definitely going to be stronger. How can the board ensure it's got sufficient grip on these issues? And how does it provide a clarity of direction?

In follow-up to Andrew’s comments above, should Board members make more use of social media to engage with employees and others?

JB: It’s imperative that board members engage with employees [at all levels]. On one of my boards, we have lunch each board cycle with a different group of high-performing young people – they'll be 22, 23, 24 years of age. At one recent lunch we discussed how they use social media. This was educational to some of management and some of the board regarding the chat about the business and its projects that's not part of the formal channels.

When it comes to social media, I don't think there's one answer for everyone because some [board members] are much more comfortable with it than others. Those who do use it should take great care. So for example, I never under any circumstances tweet or post anything original about my companies or guidelines. Because the primary relationship with the investor community sits within with management. I often repost however. So when Boots posts something that I'm really proud of, I'll repost it, usually without a comment or any editorial. And it’s important as board members that we’re careful about posting any of our own political views. I’m on a Fortune 20 level board that has customers, employees, suppliers, etc. with every imaginable political stance across the globe. I don't think it's appropriate that I post my view even on a personal social media account. 

OB: I haven’t really come across any [board members] communicating by social media. I think it's very difficult and very challenging and a risky exercise. Where the PR is very much up to the companies to run, it's something that might get out of control. And I've not seen any companies' board members doing it. I'm on Twitter but in the current context it's really hard to communicate because of the ambiguity. So I would certainly compress and make sure there are as few people as possible talking on behalf of the company. There is certainly an obligation to communicate more to employees, because they have a lot of questions. There should be frequent virtual town halls but I would keep my non-executive board members away.

The pandemic has been a perfect storm for fraudulent behaviour. What should boards be doing in response?

OB: I'm not sure it's not just noise in the press versus facts [on the ground]. Of course, if people are working from home, there's no face-to-face interaction, and these companies [that have] been run largely on paper, there's no documentation for a particular transaction, then the risk of fraud is there. Companies that have managed all their processes electronically, with electronic signatures etc, are probably not that exposed.

JB: I’d say if you're just now thinking of this, you're well behind the curve. Actually one of the most worrying areas for me is cyber fraud. Depending on who you listen to, there’s been a 6-800% increase in phishing attempts in recent months and, currently, statistics indicate that about 95% of all breaches start when somebody clicks through on clickbait. And, many believe, by 2025 it'll be 99% because that's the easiest way in. So in most companies, management and the boards have had a big push on this for some time. That notwithstanding, I took a particular interest in understanding what additional communications and procedures were in place around what we doing to make sure that people working at home realise that just because [an email] says, for example, it’s from the WHO on COVID, it may not be legitimate? Basically, making sure all our people understand their responsibility and know how to protect the company and themselves in their ‘new’ working environment.

My boards and management teams have also been asking lots of questions about how this changes our internal control structure, and where does it create additional opportunities for fraud or human error? Internal audit is critical in this. As board members, we're not there every day, so I want to ensure that we are bringing Internal Audit’s expertise in internal control to the real-time day-to-day decisions being made by management, and that we're putting in more monitoring. We are also looking forward to when we will need to look back and audit what happened during this period. How do we keep track of who was involved in each part so that it can be audited by an independent party, and how do the external auditors play into that as well? So this is a jigsaw that we're putting together to try to get a good picture.

AW: I'm less worried about fraud. I'm more worried about data. Working from home and the changes in behaviour have given, again, a quantum change in the volume of data which is being moved from one place to another, and getting the risk management protocols around data, particularly when working from home, or using multiple devices is a massive challenge. And whilst you read a lot about cyber security and hacking, in my experience, the biggest challenge is making sure organisations can protect against accidents and people doing silly things. That is as great a risk as some form of malevolent external hacking. People tend to think of sinister forces having a go at our systems. The bigger risk to a company is a hard working employee who's tired, thinking they're doing the right thing, and they're accidentally breaching or putting the organisation at risk. That's a bigger risk than the guy in a tracksuit in a basement in Seattle.

How should Boards use the opportunities for reassessment that the pandemic has provided to make the Board, and the organisations they work with, more diverse?

AW: Improving diversity is non negotiable, and the view of diversity is even broader than it was before. The challenges we now face require the broadest of perspectives to solve. Three things will drive more diversity: investors will expect greater diversity; regulators are all fully aligned on pushing this; millennials and younger generations – whether they are buying products or providing capital – will demand it. Before long, liquidity and capital will become a challenge, and companies must show how they are making themselves more diverse. People are starting to recognise that this is what new capital works for. I've seen a lot of work being done on this, and for the organisations which aren't [doing this], risk being left behind.

OB: The current crisis – being the perfect storm – creates an unprecedented number of new challenges (e.g. playing with scenarios, finding additional financing, recruiting whilst the outlook remains highly uncertain, protecting the health of employees, addressing new customer concerns, managing operations remotely, creating engagement and commitment from remote employees) on many fronts and thus represents a unique opportunity for board members to assess if the combination of their current skills and past experiences properly match these new requirements and if some new profiles may be needed on the board.

JB: Sir Winston Churchill is credited with first saying, “Never let a good crisis go to waste.” Well, I am not sure it is a good crisis, but we are definitely dealing with multiple big crises. Diversity has been on the agenda of companies and boards for many years. But business has an opportunity at this moment in time to be much more intentional in overtly making people, process and technology changes that prepare us for the current and evolving changes in working practices, the metabolic acceleration of digital transformation, and the role of business in providing leadership around climate change, social justice, etc. This will not happen without intentionally including diverse leadership.

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