The world as we know it is in a continuous state of change for corporate directors. In the past, work mattered more than process. With those in Congress and the Executive Branch concerned about another economic crisis, increased transparency and attention to processes will be required.
In the past, board members, corporate secretaries and general counsels functioned in an opaque way with little intrusion from the outside. Shareholder disclosure and new communication requirements will change the high degree of privacy previously enjoyed by corporate boards.
These requirements will create an entirely new way of reporting, as well as new experts that can help boards to navigate strenuous situations. Costs for corporations will increase, creating new work for lawyers, accountants and governance specialists. Additionally, more time will need to be spent reviewing reporting mechanisms and responding to those whose strategic agendas may be different from the corporate entity.
While traditional public relations firms may continue to provide solutions, these new rules may have to be managed in non-traditional ways, requiring careful practical advice. The battle for “corporate integrity” may be fought in a larger public battlefield, viewed by millions who will be tantalized by even the slightest bit of scandal. This means that specialists who truly understand governance from the inside out, can protect corporations from unnecessary abuse. A coupling of governance experts who understand crisis management – with public relations specialists and attorneys – can shed light on how to deal with a crisis, but more importantly, how to avoid a crisis before it happens. There is a new frontier approaching.
In fact, a team of professionals with these kinds of skills may be able to save companies millions of dollars in exposure and lost time. This approach is certainly not traditional, but traditional solutions will not serve companies as well. No longer can corporate officers be asked to check the box and put their signatures on papers that they have not fully read or can understand. These issues may become a life and death matter to companies whose now public records may be subject to interpretation by those who do not wish them well.
This means not waiting until charges are made, but figuring out the exposure long beforehand. This is where the “new crisis management” planning needs to begin. Examples may include reviewing your governance nominating process for how things appear, not just whether they meet the new rules. It may include releasing documents with clear explanations before requested. It may mean taking additional time to use the CD&A as a marketing piece to enhance communication of corporate strategies and how they make sense for creation of long-term shareholder value. Some of these communication strategies may require challenging your general counsel, and may appear more risky on the surface. This does not mean throwing caution to the wind, but it does suggest an aggressive approach that heads off potential problems, which allows for a quicker resolution and defense accruing to the benefit of the company.
The creation of smaller, not bigger, teams of people inside the company and outside experts who are both vigilant and “ready to rumble” should be on-hand. The skill sets of these people will be speed and aggressive action, rather than a protective and passive refusal to confront the issue of the moment. This new environment will require risk assessments by governance professionals, in addition to accountants, attorneys and public relations professions who can protect the company. Having “pilots in their jets” ready for engagement, will prove much more effective that waiting for an attack.
Whom you put on the team may determine your future. These teams should include people who have strong reputations and can function as independent arbiters. Their loyalty must be to the shareholders and the organization. By doing so, they will be protecting the boards and corporate officers as well. Attracting the best crisis management talent may not be business as usual. But attracting the most capable talent and team will provide the best outcomes. Corporate officials may quickly become more public figures, governed by politics, which will require experienced and talented professionals with strong experience in both governance and politics.
Stuart R. Levine is Founder, Chairman and CEO of Stuart Levine & Associates www.stuartlevine.com. He serves as Director, Broadridge Financial Solutions, Inc. (BR) as well as member of the Advisory Council of the New York Stock Exchange that focuses on boardroom guidelines for the new director.