In collaboration with The 100% Club, we were delighted to be joined by over 90 guests on May 27th 2020 to explore how Chairs can best engage with investors and support their CEOs as they continue to work with their Boards through the COVID-19 pandemic.
As part of our ‘Women in the Chair’ series, the webinar was hosted by Joëlle Warren of Warren Partners and Deborah Gilshan of The 100% Club. We welcomed the contribution of two Board Chairs of FTSE 250 companies: Vanda Murray, Chair of Marshalls Plc and Melanie Gee, Chair of Syncona Ltd. Deborah Gilshan explored the importance of stakeholder engagement and we heard valuable insights from Michelle Ostermann, Managing Director, Investments at RPMI Railpen and Jennifer Anderson, Co-Head of Sustainable Investment & ESG at Lazard Asset Management.
Key themes from the discussion:
1. Take hold of the crisis and do it quickly...
Vanda Murray kicked off the session reminding us that “the role of the Chair is to run the Board and provide oversight in the areas of Strategy, Performance, People, and Risk”. Good Chairs know when to ‘step in and out’ to support their leadership teams and nothing is more critical in times of crisis, to ensure the Board comes out at the other end, stronger than ever.
Crisis planning should be the norm and most boards will have contingency plans. However, COVID-19 was particularly unpredictable and gathered pace very quickly. Vanda added: “It only took a few weeks for the virus in Wuhan to become a global pandemic,taking many governments, businesses and medical teams by surprise. The crisis highlighted, again, the need for swift decision-making, nimbleness and agility, and distilled the absolute key priorities”.
Melanie Gee shared the wise words of a Chair she had met at a networking event: “Day 1, minute 1 of a crisis, make sure you work out your cash burn per day or week” and Vanda added: “Cash, Costs and Communication to all stakeholders become pivotal. You have to grip yourself, grip your CEO and grip your team and do it fast. There is much to be remembered from the infamous BP Deepwater Horizon oil spill in the Gulf of Mexico in April 2010 because the lessons learned then still hold today: be ready with a plan, be ready with your communication, triple it and above all, be authentic.” Melanie also emphasised that, especially in moments of crisis, networks are very valuable to share best emerging practices.
2. Communicate and communicate...
Melanie emphasised the importance of keeping all colleagues on the board fully up to speed. From weekly calls with several email briefings in between to less frequent calls as the situation settles. She also talked about the importance of communicating appropriately with all stakeholders: “My advice is to make sure everyone is on the same page; you just can’t say one thing to one external group and say something different to another. Tell the same message to everyone, say you are grateful for the hard work of your employees and that you are following Government advice every time. Have a clear, consistent message.” Melanie also discussed how she brings the employee voice into the boardroom. Pre-pandemic, key ways to ensure employee feedback is heard by the Board were dinners with employees hosted by non-executive directors, town hall meetings at which non-executive directors fielded questions and quarterly meetings with the chairs of the employee groups within the organisation. It is important to “give staff a forum where they can share their concerns and where we can give praise too.”
3. Prepare for more scrutiny...
With social media, what boards have done and in what order has been here for all to see. Vanda commented: “It has been heart-warming to see so many boards putting employees first and recognising their duty of care towards staff. There will be more scrutiny too in the area of Health and Safety, which has seen renewed significance, not to mention greater financial scrutiny into how businesses have used government funds, amongst others. We are reminded both of our duty as Directors but also the privilege we have as Board members to serve our teams.”
4. Accelerate the change...
The crisis has challenged many aspects of corporate life and has ‘catapulted’ everyone into the digital age through virtual meetings and working from home. What would have taken a task force months to review and evaluate took just a couple of weeks to ‘bed in’, a prime example of people’s extraordinary adaptability and ingenuity.
According to Vanda: “Now is a good time to accelerate the change, to challenge perceived wisdom, to focus on the competitive landscape and tackle the ‘sacred cows’ and decisions that have been too hard to take”.
Melanie Gee added: “It is truly remarkable to see how businesses have adapted to the new landscape and how they have used the crisis to look further forward and ‘leapfrog’, and to let their people focus on innovation.”
5. A new ERA of stewardship and stakeholder capitalism?
Deborah Gilshan discussed whether a new model of stakeholder capitalism is emerging, given the focus on employees and society as stakeholders. Several companies have shifted their business models in response to the crisis and society has recognised the contribution of NHS staff, teachers and other key workers. “The pandemic has also amplified other systemic risks such as climate change and inequalities and re-emphasises the importance of robust governance and diversity for boards. This matters even more at this time because boards that have not embraced good governance, including diversity, will have an additional layer of risk related to homogeneity as they navigate the various challenges they currently face. This comes at a time when adaptability, collaboration, diversity and innovation will be vital to the social and economic recovery.”
Deborah highlighted statements from collective investor bodies in response to the crisis, including the International Corporate Governance Network, an investor led organisation of governance professionals representing $54 trillion in assets. Their ‘Statement of Shared Governance Responsibilities’ for companies and investors highlights the need for a long-term view on social responsibility, fairness and sustainable value creation, the importance of communicating comprehensively with all stakeholders and prioritising employee safety and welfare. Deborah observed that collaboration by investors is also becoming more common, with examples such as the 30% Club Investor Group and Climate Action 100+, and concluded that boards need to be prepared for “heightened involvement from investors and other stakeholders.”
6. The importance of Board composition for investors...
Michelle Ostermann explained the importance that RPMI Railpen places on board composition and effectiveness as an investor: “Firstly, you need a strong board to evaluate strategy and risk, and you need a diverse board that is fully aligned with management to avoid ‘group think’. Next we look at values, priorities, empathy with management, employee care, what and how boards are communicating; the tone is set from the top! Finally, there is the oversight of risk and how boards will tackle their potential inability to operate their business and respond.” Michelle also talked about the important role of the RPMI Board in navigating the pension fund through the crisis.
7. An increased need for dialogue between investors & boards...
Jennifer Anderson noted a significant increase in engagement outreach from companies since COVID-19, suggesting the desire for more dialogue with longterm engaged shareholders. The importance of dialogue between investors and companies has also been made clear by policy makers. The new 2020 Stewardship Code sets out an ambitious agenda for investors and how they engage with companies across a range of stakeholder issues, including employee talent, retention, pay and human and natural capital management. Pension funds and investment consultants are also looking for clear evidence of effective stewardship in the way they assess and appoint asset managers, this includes purposeful engagement and intentional proxy voting. Jennifer added: “the importance of sustainability, stewardship and good governance continues to be evident. 2019 saw over $200 billion inflow into funds investing in companies committed to ESG which suggests board governance, human capital management and climate change will continue to be focus areas for asset managers.”
The pandemic has brought to the fore the importance of the relationships a company has with all its stakeholders and emphasises further the fundamental role of the Board of Directors and the Board Chair. Consistent and open communications amongst the Board and with management, wider teams and stakeholders have been vital. The value of networks is proving key to share best practices in navigating the common challenges of the crisis.
As a new era of stakeholder capitalism emerges, together with heightened investor stewardship, collaboration between boards, management teams, shareholders and wider stakeholders, under-pinned by good governance, diversity, adaptability and innovation, will be fundamental to long-term, sustainable value creation.