“None of what we are going through is comfortable, or fair. And while things will likely get worse before they get better, has America, perhaps, just gotten the wake-up call it needed to get to a better place?” asks Mary Meeker in her recent “Coronavirus Trends Report.”
As board members, there are clear insights that apply to the companies we oversee and seek to challenge management to future proof. Despite the clear negative impacts we are facing due to the current novel coronavirus outbreak, the rapid changes to our everyday lives has shined light on the necessity for automation in our society. Amidst the pandemic, technology has emerged as the crutch for workers, businesses, healthcare and the government.
Unlike pandemics of the past, automation has allowed for widespread awareness of the matter thought global connectedness. In April, Meeker wrote there were around 3,000 published coronavirus papers; 20 times greater the amount of published papers for any other infectious disease.
With teams of the best medical minds in the world having the ability to share thoughts and information in real-time, coronavirus has undoubtedly been the fastest scientific response in history thanks to technology.
This automation suggests greater transparency and accessibility to information all over the world in real-time moving forward. This macrotrend of accelerating automation and transparency has implications for legacy business models. Boards may want to ask management to share what their learnings have been.
The virus has also shined light on the business models that work best through the struggles associated with the pandemic. The companies doing the best at the moment are those who had already began the offline-online digital transition prior to the outbreak.
Meeker suggests that when looking back on the spring of 2020, the businesses that were the most well-off have:
For example, colleges and universities have been forced to transition to digital classes through the use of business-type apps such as Zoom or Microsoft Teams. A survey and sample of college-aged perspectives found the technological foundations already in place make the transition to remote learning easier. The collection of classes and materials through technological education companies such as Blackboard or Sakai allows for students to have access to their work from wherever they may be.
As traditional sports in America are halted, live streaming of esports and gaming emerged in its place. Professional basketball players, soccer players and motorsport racers have streamed virtual games and races for fans to watch. In March, the streaming technology Twitch hit an all-time high of daily users at 4.3 million, along with simultaneous users at 20 million March 15. The live-streaming approach offers an example to other businesses to follow in order to engage and connect consumers.
When observing the top American “market cap growers” (Microsoft, Amazon, Apple, Alphabet/Google and Facebook), a consistent trend is shown in their planning. Meeker pointed out, “They have short and long-term (10-20+ years) visions and business plans focused on data, execution, iteration, engineering and science.”
Coronavirus has emphasized a need for aggregate data-driven planning and operations. In terms of forward building and refreshing corporate boards, this means a greater need for understand and bringing in scientists, engineers and domain experts’ voices to be heard when forward planning.
A technologically savvy, digitally contemporary board may become more viable for your company as digital transformation of management and the business “stick” as the new normal, including remote work. This may be the answer for some or most of your employees even after the pandemic is over. CEOs and management should tell their boards their plans to evaluate their employees and teams to see who works best together in-person, and who works better remotely to maximum your company’s overall efficiency and production.
While managing the forced remote work environment (and if distributed work continues into your company’s future), using effective written communication and documentation — more specifically the “Amazon Way” — helps foster intelligent, productive input and decision-making while working remotely. I suggest asking management to make it a priority to share their systems to oversee and gauge productivity and efficiency.
Other business models that are thriving during the pandemic are on-demand, to-the- door delivery services. While some on-demand services are struggling through these times, such as Uber and Airbnb, other companies such as DoorDash and InstaCart that provide to-the-door deliveries have experienced drastic increases in demand. The rise in demand has accounted for a surge of job opportunities for displaced workers. Along with the evident benefits to consumers having food or groceries delivered directly to their house, and the benefit to local stores/restaurants having their products bought, these on-demand services allow workers to maintain flexible schedules around their personal lives while also having the ability to work on multiple platforms. Meeker wrote that she believes these “on-demand and to-the-door delivery services may be gaining permanent market share in these unusual times.”
While the virus has emphasized the need for automation in current business models during the pandemic and moving forward, it has additionally exposed the structural flaws and necessity for automation in our government and healthcare system.
The government’s day-to-day operating systems and technologies are outdated and vulnerable. Around the world, countries such as Singapore and Korea have used technological apps to keep their citizens informed and safe. I am optimistic that the current outbreak will force much-needed upgrades and restructuring of government technologies. In response to the virus, the government has moved away from paper checks for their stimulus payments and transitioned to companies such as PayPal, Inuit and Square to move forward with the CARES Act, thus displaying hope for greater connectedness between the government and its taxpayers, voters and citizens. The public/private partnerships have been a proof point and a template for different responsiveness.
Much like the government, healthcare delivery is far outdated as well as it has seen little change since the Spanish Flu of 1918, despite accounting for 8% of U.S. GDP and $1.2 trillion of federal spending in 2019 (28% of the federal budget), according to Mary Meeker. On average each year, U.S. primary care offices have around 500 million visits. Additionally, the electronic health records (EHR) stored lack connectivity and interpretation due to the overloaded schedules of many medical professionals. Advances in technology such as telehealth, connected monitoring devices, and rapid point-of-care diagnostics could slow the spread of contagious viruses and diseases by reducing the necessity for face-to-face appointments and exposure. Automation and artificial intelligence also allow for greater opportunity to analyze and build connections and insights on EHR data while reducing the workloads of medical professionals. I believe that telehealth is here to stay and the health care sector is poised for more rapid digital transformation. Boards in this sector may want to ask management how they will accelerate these changes.
My belief is that COVID-19 can be a catalyst for change in our current world for the better. These difficult times are merely providing us with the opportunity to advance our society, businesses and lives in becoming more technologically driven because that is the post-coronavirus world we will soon be entering. Public and private company boards may be very well served to ask management at their meetings to articulate how their businesses will be changing this year and for the next 24 months based on their adaptations that have been made in these past five months. Questions to ask are what will change permanently, what needs to be prioritized to accelerate into these future trends, what is the boards’ role in “future proofing” the company, and how management will see around the corner. We are here to help assure shareholders and stakeholders that our companies are innovating, adapting and embracing the present and the future.
After reading Mary Meeker’s 2020 Coronavirus Trends Report, I have focused on the key future changes brought about by the coronavirus to pay attention to in the near future.
Many of the trends directly impact businesses where the Board of Directors has the opportunity to ask management to something, how some of these trends are going to impact which ones and compound where they serve. As Public and Private company directors, part of our responsibility it to anticipate risks for our shareholders and stakeholders. This is a “call to action” to consider if some of these trends impact your companies’ business. Future proofing the company and asking management to see around the corner is as important now as ever.
Just as the virus picks up momentum and more and more people get infected there is an analogy that as coronavirus has damaged the economy, there is a direct relationship as companies stocks become deeply depressed, there will be a direct relationship/ratio of increase in activism.
High quality assets on the S&P 500 that might have been too expensive for an activist before, now become approachable for the larger cap activist funds. Similarly, the mid cap funds will be able to approach larger companies and small cap will reach into mid cap companies. As of March 27th, the S&P is down 35% in certain sectors and some stocks have gone down 80% from the 52-week high.
S&P 500 1 Year Chart
Company’s should actively monitor their stock and prepare for activists building significant positions. For example, if you are in the bottom half of your peer companies you may be vulnerable. In fact, unless you are in the top 1/3rd you may be vulnerable. As ESG continues to gain momentum there are new trends such as Larry Fink’s firm statement that if your company has a poor ESG score but has strong financial performance, directors can still experience a negative “withhold vote”.
You should also consider if your company is going to get unsolicited takeover offers. The stronger competitors in your industry may look to acquire more company’s and do a roll-up and create stronger pure play category leaders using their strong balance sheets to acquire smaller companies (or companies who are in duress due to liquidity and bank covenant issues).
Perhaps you should do an external outside in assessment. See if it makes sense for you to reach out to your peer company’s to merge making a stronger company.
It would be far better to architect your own combination, than to be on your backfoot responding to an unplanned inbound outreach. It would be wise to look at the competitive landscape and see where you may want to do a “roll-up” and be the white knight, becoming the stronger pure play industry leader.
The activists are using this critical time to fund raise and build war chests. They are developing their target lists and their thesis on where they can drive stock price improvement and unlock value. They will not stay on the sidelines for long. Here’s a look backwards on 2019 and a few statistics according to Morgan Lewis i.e. a conservative set of numbers; based on public activism campaigns. Many are privately negotiated in a non-public way.
The number of companies targeted in the US in 2019 was 470. So called “high impact campaigns” equaled 258 with 97 proxy contests. There were additionally 117 activist settlements resulting in 231 directors joining boards. I anticipate a big spike in 2020.
Sullivan & Cromwell Review and Analysis of 2019 U.S. Shareholder Activism
There are a range of estimates on how much the market has come down from its 12-year bull market run. Because of this strong market, many companies who would be vulnerable, may not really looked at themselves as carefully as they should with an “outside in” look. Ask your board if it is time to go through the exercise of doing an external activist assessment. Get a bank to do an evaluation through an unvarnished activist lens to see where you stand. Have your law firm look at your company’s defenses.
The trends continue; more companies negotiate with the activist to avoid a proxy contest engaging with the activist to reach a solution. As part of that negotiation, company’s often end up buying back stock or issuing dividends and reviewing divisions that can be spun off, divested or going private as ways to drive value for the activist shareholders. Many institutional funds are supporting activists. There is plenty of capital for activist investment strategies.
A new trend that seems to be emerging where activist’s themselves are increasingly going on boards. For the last few years activists have been putting forward experienced public company directors. Boards have found that these directors are indeed independent, professionals with whom they can work with in a collegial manner. It is a very different proposal for the board to consider the activist taking the seat. I predict that boards will dig in and resist to having the activist themselves on the board.
Another emerging trend amongst large activists is that they may propose being a liquidity resource for companies in duress.
Industries that have had huge impact from the ongoing pandemic may want to look at what defenses they have in place and get help from your lawyers for vulnerability assessment. Poison pills (rights plan) have been out of favor for a long time but ISS and other proxy advisors are now informally saying they are being “understanding” in this Covid-19 volatility moment to adopting a pill and putting it on the shelf. This pill/plan would need to have industry standard terms like duration. Review bylaws through the lens of takeover defense: i.e. advance notice timeframes to cancel annual meeting, shareholders ability to act by written consent or call an annual meeting. If you delay your annual meeting be sure you do not inadvertently reopen the window for shareholder proposals or new director nominees.
Boards will be well served to understand the activist business model is to deploy their capital. They are not going to sit quietly waiting for the pandemic to be resolved. Assume they are going to act while this unique “buying” opportunity presents itself.
Boards and their management teams are rightly prioritizing/focusing on creating enough financial runway for their businesses to stay strong. Every board is revisiting their annual operating plans. With those priorities being decided it may be time to think about insulating your company from unanticipated inbounds. Boards may not yet be spending the time to look at shareholder activism, and unsolicited corporate takeovers. It’s time for boards to think about these additional risks. The best way to protect the shareholders is advanced preparedness. As you go through all these discussions the most important constituency to make time for are your shareholders.
Your investors are nervous. They will appreciate hearing from you. It’s an opportunity to build loyalty and conviction on your company’s vision. Engage with your shareholders. Share the narrative of how your company is handling the crisis. What are the plans for the company’s future? This is an invaluable way to build your company’s credibility and reinforce your relationships. In moments like these we must look around the corners!!
Virtual meetings have different formats, the questions are asked in advance, and the content is different, too: ‘Talking about last year felt irrelevant’
Stay-at-home rules to stop the march of the novel coronavirus are forcing companies to either postpone their annual general meetings or turn them into virtual events—a first for many executives at a time of heightened concern over the resilience of corporate America.
“Every board is currently discussing, shall we postpone it or shall we hold it virtually?” said Betsy Atkins, a director on several boards, including Wynn Resorts Ltd. and Volvo Car AB.
Companies have long provided dial-ins for earnings calls and management presentations, and they have broadcast annual meetings for an online audience before. But before the coronavirus pandemic, these were largely seen as extras.
Now, with much of the world in lockdown, they have become necessities, often the only way companies can communicate with the financial community. Postponing annual meetings, after all, would deprive shareholders of the ability to ask management questions and cast votes.
Listed U.S. businesses usually hold more than 4,500 shareholder meetings between April 1 and June 30, according to Mediant Communications Inc., an investor communications company. So far this year, at least 920 U.S. companies had announced virtual meetings, up from 283 in 2019, according to ISS Corporate Solutions, a Rockville, Md.-based consulting firm and unit of Institutional Shareholder Services. About 70 companies have delayed their annual meetings.
Levi Strauss & Co. held its first virtual shareholder meeting on Wednesday. The San Francisco-based jeans maker, which usually uses the annual meeting to recap the past year, had to tear up the script.
“Talking about last year felt irrelevant to some degree,” a Levi’s spokeswoman said. Instead, executives focused on the company’s response to the crisis, as stores in the Americas, most of Europe and some Asian countries remain closed.
Turning a shareholder meeting into a virtual event also requires changes to the format, often resulting in more concise meetings.
“You cannot have a videoconference for a whole day,” said Brian Stafford, chief executive of Diligent Corp., which offers tools for remote board and executive meetings.
New formats, which are significantly less expensive than in-person meetings, also help executives prepare responses to shareholder questions. Some companies are asking investors to send queries prior to the virtual meetings instead of allowing spontaneous queries on the day.
Howard Hughes Corp., for instance, uses a tool that allows shareholders and analysts to upvote questions submitted by others, prioritizing the most popular questions. “From a planning perspective, it really helps,” said David O’Reilly, chief financial officer of the Dallas-based real-estate firm.
Shareholder representatives and proxy advisory firms have had reservations about virtual meetings in the past. But given the circumstances, shareholder associations such as the Council of Institutional Investors are now embracing them.
“The common complaint is that when you are moving a meeting to virtual, the voice of the shareholder can be more muted,” said Laurent Paulhac, chief executive of technology platform A Say Inc.
Companies that intend to make changes to their AGM have to inform shareholders in advance, and can do so through a filing with the Securities and Exchange Commission to avoid sending out additional physical proxy materials, according to a March 13 release by the agency.
The coming months could determine whether virtual meetings remain a viable option for companies once the pandemic ends.
“One wonders whether shareholder meetings in person have to happen, except if you are Berkshire Hathaway, ” said Mr. Stafford of Diligent, referring to the famous yearly gathering of stockholders that has become known as “Woodstock for Capitalists.” This year, it would have included a 5K run and a picnic.
But on March 13, Berkshire said it would ban shareholders from attending the meeting and instead provide a videostream.
“We will see many thousands of you next year,” Chairman Warren Buffett said in a statement. “Thanks for your understanding.”
By: Nina Trentmann
The COVID-19 crisis presents a unique opportunity for boards and leadership teams.
It is critical to accept that this is the new reality, and we must focus on operating the company. Your board may want to stabilize your employee base. Your CEO may want to give clear leadership messages to build morale and focus the organization on how to be successful during this unique and extremely anxiety provoking time.
Communicating with employees in a caring and genuine manner and with extremely high frequency (i.e. potentially every couple of days from the CEO) will help ground the global organization, lower anxiety, create confidence, and build a cohesive team that leads to loyalty.
This is the moment when you are actually going to “operationalize your cultural values” of respect, inclusion, engagement, purpose, and mission. Reinforce and restate your company’s vision. Galvanize the organization on what success looks like and focus on the future.
How you engage is just as important as what you say.
Board & Management Decisions
There will be important decisions that the board, and specifically its compensation committee will have to make together with management.
For example, organizations with an hourly staff will need to make tough decisions such as determining if you need to lay them off, offer full pay, furlough them with full benefits, offer ongoing continuity of COBRA, etc. If this does happen, it is critical to re-energize and refocus the remaining employees. Regardless of what has to happen, the company mission has not changed, the trajectory has perhaps been slowed down. Your employees need to hear it from the CEO and all levels of management that everyone is in this together with a companywide commitment to move forward.
If your company needs to conserve cash, you may want to come up with creative compensation structures, such as allowing some of the leadership team to take some of their base salary in RSUs. You may also offer this same opportunity for directors to take their directors fees in RSUs to drive alignment and conserve cash. The longer you can conserve cash, the longer you can invest in your employees. Philosophically think of your payroll not as a cost, but as an asset and investment in the company’s future. You have unique opportunity to create loyalty.
External Actions for the Board & Leadership Team to Consider
Hopefully, you don’t need to transition either the CEO or anyone on the Executive Leadership Team. When it comes to position transitions, it creates some interesting issues, which boards need actively reviewing and disseminating. Some other internal questions to ask are:
Other things to consider are what are the available opportunities from his new transition? There is the potential in this business interruption to see where you can double down on positive things. See where you can reinvest in the business. Consider using online learning to forward build and cross-train different parts of the organization.
At a time when normal business operations are being reinvented in real-time, Boards may want to ask their CEO’s to consider communications through multiple lenses. Organizations can create tailored social media external facing communication for customers, employees, the community, and investors, which is a chance to share your messages on your company’s values and “global corporate citizenship”. Additionally, discussions on ESG programs have not paused. Through social media you can reinforce the culture, the values and communicate the important actions your company may be taking during this crisis. For example, OYO Rooms is taking their unfilled hotels and making them available as quarantine sites and offering free stays for medical personnel.
Undoubtedly, your company is doing many great things. It’s a good moment to share what you are doing with all your external constituencies through social media explaining how you are supporting your community, customers, employees, and investors.
Have a second target set of communications to your customers. Customers want to hear that you have an organized active, staffed, live support, and a help desk to solve their problems. Customers want to know your commitment to them is unwavering and that you are leaning in to make sure that any and all support is in place. Become a true partner.
Internal Actions for the Board & Leadership Team to Consider
Don’t forget your internal communications programs; these need to be extremely regular, daily would be most ideal. The compassion with which you treat your employees, and the internal communications you promote within the company, between employee groups will help cement the cohesiveness of your organization.
Be analytical, thoughtful, programmatic, and specific to put together internal campaigns addressing the employee concerns that will emerge. Here’s what that employees care about is:
We often hear the phrase “middle management.” Now is the time for the board to challenge the CEO/ leadership team to inspire their middle management to become the true “middle leaders” that they are capable of being. Ask them to articulate expectations for regular online staff meetings with a view of near term KPIs linked to the future vision for the business. People need to take heart and focus on coming through this as a more cohesive and collaborative team.
The Board’s Involvement in Assessing Operations
There are many board matters that need to be addressed starting with how the company is reviewing its annual operating plan. Ask management to share their “plan A” which may be a neutral plan, “plan B” which is a significant slowdown/drop (i.e., minus 30%), and a “plan C” which is a worst-case scenario.
The board will want to review all of the basic questions such as:
You want to be transparent. You want to give informed guidance. It would be valuable to study how your peers have communicated any re-planning or misses and evaluate what has been most impactful. This may be an opportune time to get a specialist IR firm to help with the external messaging. This may be particularly helpful if your company is going to be vulnerable/attractive to an activist. Getting in front of this, and having a banker assist you with a vulnerability assessment, may be a useful step to consider for the board.
If your company has a strong balance sheet, it may be a time to “bring out the shopping list” and see what assets/companies you may want to acquire. It is a moment of corporate self-introspection.
If your company is a flat grower, perhaps looking at your company through the lens of how a PE firm would evaluate your company would be a useful exercise. If you don’t see the prospects for the business getting better in the next few years maybe the board should ask itself if it the right time to sell the company.
As you evaluate extending your cash runway, this may be the time to review the productivity and profitability of your company’s range of products and services and geographies. In some ways the crisis gives you “air cover”. It may be a moment to look at making some of the important cuts and tradeoffs to preserve the company for the long term. Perhaps you have products, SKU’s, or geographies that are underperforming. This may be the time to make those hard choices. No one ever looks back and says they “cut too deep or cut too soon”.
The board should pay attention to specific compliance and risk mitigation oversight. Everyone is working remotely, with company provided mobile tablets and PC’s as well as with their own devices. Use this as a moment to remind everyone of your IT security policies. People need to be especially alert for phishing attacks. You certainly would not want to have a cyber/data breach on top of everything your company is dealing with.
This is the moment in time for boards to be actively engaged and be a support system/consigliore and thought partner for the CEO, as the CEO finds his or her way through these uncharted waters. Great leadership and great board oversight will add a huge value to companies in times of crisis. This is the opportunity to bring out the best in everyone!
With the ongoing coronavirus outbreak, everyone is being urged to adhere to strict social distancing and self-isolation guidelines in an effort to reduce the spread of the highly contagious virus.
These social distancing measures have greatly impacted virtually every industry and many companies are now scrambling to quickly transition their in-person workforce into a remote workforce. According to financial data platform Sentieo, in February of 2020 approximately 77 public company transcripts included “work from home” or “working from home”. In February of 2019 the phrase was only mentioned 4 times.
This has proven to be a challenge as many companies do not have an emergency plan in place to be able to support employees as they work from home and many teams are not adequately trained on how to work and collaborate effectively in a virtual environment. Having remote access to applications/files/archives with appropriate security can also be a challenge.
This new pandemic is rapidly changing how organizations operate and companies need to be prepared to make this sudden shift.
The first step is to meet with all of your different departments and assess what tools (i.e. laptops, mobile phones, etc.) and software are needed so your IT department can best decide how to meet these needs.
As a leader, you want to be sure that everyone on your team feels like they have the tools necessary to succeed and work at the highest level possible; you don’t want anyone to feel left out and disconnected from the organization during this transition.
During times of uncertainty and unplanned transitions, it becomes more important than ever to actively work to build and sustain a strong company culture. It is important for employees that are working remotely to still feel a sense of purpose and connection to their colleagues and to the company.
The way to achieve this is through consistent communication; be sure all employees are informed and up to date on what is happening throughout the organization. Specifically, you may want to take your “middle managers” and empower and ask them to step up as middle leaders vs. middle managers. Inspire them to lead their group. Become the cohesive glue that gets their team to be able to process and problem solve as a team with a results/outcome orientation to become an example for the organization.
Working from home does not have to signify a halt to productivity, collaborative work or company progress.
Transitioning all or part of your workforce into a remote setting is an opportunity to usher in a new phase of digital transformation and up the company’s digital IQ and implement new tools such as Slack and/or Zoom.
Slack can be a fantastic way to upgrade how your team communicates even in a post-coronavirus world. The business social networking site creates a streamlined and simple way for employees to communicate, share files, information and more all in one easy to access space.
Zoom is a leader in modern video communication and is a fantastic way to enable “face-to-face” contact and communication amongst employees and clients who are now in remote settings. Zoom can help you host engaging and productive meetings which is especially important as studies show that working remotely for extended periods of time can lead to feelings of loneliness and disengagement; face time (even if virtual) can help ease some of that burden.
I suggest training for all employees on all of the new tools that your company chooses to use during this transition to working from home. By making the training mandatory across all level it ensures that no employees feel left out and “behind the curve” if they are not familiar with the new tools/programs and gives other employees the opportunity to refresh/augment their skills so they are not only more prepared to use the tools effectively, but can also lend a hand to new users in the company.
Unfortunately, it is not feasible to transition 100% of every company’s workforce to work from home. The Bureau of Labor Statistics says only about 29% of Americans can work from home; the employees that remain on the frontlines must be provided every resource necessary to ensure a safe working environment.
This is also the time to extend even more flexibility and kindness towards employees who may also be facing additional worries including difficulty securing childcare as more and more schools announce closures.
Acting with kindness and compassion during a crisis is not only the right thing to do, it will augment your brand halo and drive more loyalty from employees and consumers. This is the time to operationalize your company’s cultures and values.
A great example of a company that is truly living their mission statement is Wynn Resorts. On March 17th CEO Matt Maddox announced that while the resorts will be closed for public health/safety reasons, all employees will continue to be paid.
Boards have a key role here to engage with CEO’s/Management to oversee how the company’s values, culture, productivity, and efficiency is operationalized in our new work from home reality.
Boards may wish to ask their CEO to report to the board on how efficiently the company’s remote work environment is. Assessing this early will help organizations optimize their effectiveness.
For many boards, helping their companies navigate a crisis is nothing new. They have faced cyberattacks, natural disasters, #MeToo incidents—the list goes on.
But the novel coronavirus COVID-19 pandemic differs from “crisis as usual” in many ways. The situation is global in scope with repercussions that are far-reaching and multifaceted. COVID-19 has already disrupted financial markets worldwide, paralyzed the movement of people and goods, brought about curfews and country-wide lockdowns, canceled sports seasons, and restricted cross-border movements and flights. It’s dominating both private discourse and public policy, and the virus continues to spread. COVID-19 is a different kind of crisis.
Yet, as with any watershed event, this pandemic also presents an opportunity for board members and executives to assume their leadership roles and build trust. In a recent interview, we tapped Betsy Atkins, who has served on dozens of corporate boards over the course of her career, for her leadership guidance in this unique situation:
“A crisis response is the operationalization of your culture in real time. Do you take care of your employees? Do you take care of your customers? It is the chance to define your company.”
– Betsy Atkins, founder of Baja Corporation, three-time CEO, and board member for Wynn Resorts, SL Green and Volvo
Below are tips to help executives and board members excel – both as leaders, and as fellow human beings – during this defining moment.
1. Consider Business Impact from All AnglesFrom sales to supply chain to employee sick leave, COVID-19 is impacting every aspect of business operations. A board’s role is to help management understand how these factors interrelate so the company can respond most effectively.
In a recent interview of The Corporate Director Podcast, Peter Deans, Director of Notwithoutrisk Consulting in Australia, explained that “employee safety and business impact are the immediate priorities.”
Deans recommends asking your finance team to model a range of scenarios so the board and executives can quickly and easily see potential financial ramifications. He also suggests “stress testing” the balance sheet and P&L statement.
Among the other COVID-19 considerations: supply chains and sourcing, delivery of goods and services, cash flow and liquidity, and availability of debt and equity financing.
Betsy Atkins advises leadership teams to develop a dashboard with specific COVID-19 topics or risk areas that the leadership team is monitoring.
2. Address Each Stakeholder GroupIn times of crisis, employees need reassurance about their jobs. Customers crave certainty about the safety of goods and services. Suppliers want to know when (or if) they’ll get paid—and the prospect for future orders. And investors, of course, are closely monitoring financial indicators like stock price.
It’s important that boards and management teams have a finger on the pulse of each stakeholder group—and that they tailor the message based on the needs of each. Because the COVID-19 situation changes constantly, organization must also monitor how stakeholder sentiment is evolving. Consider how your organization can gauge the “health” of conversations within each stakeholder group.
3. Over-CommunicateWhen every email and article seems to lead with “coronavirus,” it’s easy to feel like you’re just contributing to the noise. Company leaders must resist this temptation.
“Your customers, employees, and investors want to feel and see that you care about them,” says Atkins. “It’s a time to overcommunicate to all your stakeholders and manage through transparency and clarity.”
The board’s role is to make COVID-19 response a standing agenda item—and to safeguard open, clear, effective lines of communication between directors and management. This enables both collaboration and flexibility as events unfold. Recommendations from the National Association of Corporate Directors (NACD) include:
Ensure company leaders have access to reputable, relevant information sources; ensure the right teams and plans are in place for decision-making and responseEstablish protocols about who communicates what, and through which channels. For example, create internal communications for maintaining workforce culture and productivity; bolster investor relations for business continuity, risk, and operational impactBalance the need for transparency with the avoidance of litigation riskAcross tactics and stakeholders, one goal is constant: communicate in a way that shows empathy and leadership.
4. Act Swiftly, Effectively and EmpatheticallyIn a situation as critical, complex, and rapidly changing as COVID-19, it’s easy to feel challenged about determining the right path forward.
Fortunately, boards and executives may be more prepared than they think. A crisis response plan may already be in place for a cyber breach, natural disaster, or workplace accident. Additionally, a plethora of COVID-19 resources are available from reputable sources, including The Conference Board, Harvard Business Review, and NACD, not to mention the Centers for Disease Control and Prevention and the World Health Organization.
As the pandemic continues to unfold, the most important priority is keeping the situation on the front burner, and leading in a timely, thoughtful, and empathetic fashion. In the words of Betsy Atkins: “How you behave in a crisis is what people will remember.”
While this crisis is significant, it also can be made into an opportunity for the company to show its values to employees, customers and investors.
COVID-19 presents a big set of downside risks to be considered, to be sure. But it is also an opportunity for your company to shine, to showcase how it leads through crisis as compares to its peers. It’s a time of high visibility for your company to demonstrate that they are operationalizing their values and corporate culture.
From a boardroom standpoint, the first thing to do is to look at your company’s industry and assess how much specific financial exposure you might have. Ask management to present on how the crisis ripples through the organization in terms of supply chain, employees, etc. and come back with a recommendation.
Employees are anxious. This is the moment to reinforce your culture by keeping employees safe and signaling the company’s financial strength and commitment to job continuity—balanced with economic reality.
For example, if you are in the travel or hospitality industry you will have to make some early decisions on work schedules/partial layoffs/early vacation/sick day choices, as the entire travel and hospitality sector is down about 50-70% in some cases.
The board should ask management to come back with their best view of different scenarios in terms of duration of the crisis and intensity of negative impacts of the crisis on your business.
To spur this discussion, here are some questions the board may want to pose to management:
• What is the status of the supply chain and where will there be disruptions?
• What are we doing to keep employees safe? What are our policies, travel bans, etc.
• What other sourcing back up plans do we have?
• What is our ongoing communication strategy with all our constituencies: customers, employees, and community?
In times of crisis it is best to over-communicate. The company should plan to send a weekly update to employees as they will be nervous and will want to understand the impact on the business, their job security, their personal safety and the company’s financial liability.
A weekly update from the CEO to the board will also be an important component of the crisis communication strategy. Either a quick phone call or email update will ensure the CEO and the board are aligned on ongoing strategy changes.
One concept that may be helpful is to ask the leadership team to come up with a dashboard with some specific topics that they are monitoring. Likely, the finance team is looking at the company’s balance sheet and cash liquidity. The company’s sales team is looking at revenue predictions and cancelations, etc.
Be sure all the specific internal and external audiences are clearly defined and that the company’s communication and compliance policies are refreshed.
In times like this, media outlets and financial analysts may start reaching out to middle management to get nonpublic information and insight. It would be good to reinforce/remind the organization about confidentiality, since communication needs to come in a cohesive, thoughtful voice from the leadership team and potentially coordinated with the board chair, lead director or others if and when appropriate.
There are some business questions that the board will want to discuss with management. This is the time when the audit committee will want to work closely with the CFO and external resources like auditors on financial reporting and disclosures—for example, where and when quarterly guidance will be communicated externally. There’s a balance to be struck between external transparency to investors vs. a risk of litigation on keeping information confidential.
While this crisis is significant, it also can be made into an opportunity for the company to show its values to employees, customers and investors. There’s a chance to take a negative and make it a positive by showing how your company leads and performs in a crisis.