Next Gen Board Leaders: Questions to spark discussion between management and boards

“This was amazing!!! Thank you so much. As a newer board member this has been tremendously valuable. I look forward to continuing to attend in the future.”

-Next Gen Board Leaders West Coast Summit participant

On April 27-28, Diligent Institute, along with partners Spencer Stuart and Wilson Sonsini Goodrich & Rosati, had the privilege of hosting more than two dozen public company board members for the annual Next Gen Board Leaders (NGBL) West Coast Summit in Palo Alto, CA. NGBL is a community of younger public company directors (typically those under 50 years old); the group convenes on a regular basis to connect, share, and learn.

Over the course of the summit, the participants discussed:

• Investors’ expectations of boards with Marian Macindoe from Parnassus, Drew Hambly from CalPERS, and Krystal Berrini from PJTCamberview;
• Directors’ legal obligations with Allison Spinner and Richard Blake from Wilson Sonsini; and
• Oversight of environment, social, and governance (ESG) issues in small group breakouts.

The NBGL West Coast Summit participants surfaced many questions that directors can ask to spark conversation with the management teams at their companies. For those in management, don’t wait! Share your thoughts with the board before board members start asking.

• What are we hearing from our investors beyond the headlines? What questions are they asking about our strategy? What do they think we are doing well? What do they think we could improve upon? Who isn’t happy with us, and why?
• How could we improve our disclosures to tell a more compelling story about our board and its composition? What else could we do to convince our stakeholders that we have a well-qualified, effective board? What could we do to make our board more effective?
• Are our investors interested in engaging directly with our board? If so, what should we do to get a board member ready for investor engagement? Which director should it be?
• Are we ready to respond to an intervention from a shareholder activist? What vulnerabilities might an activist identify? What can we do now to take those issues off the table? Does the universal proxy make us more susceptible to an activist campaign?
• What do analysts and other third parties say about us? What do the Wall Street credit analysts say about the riskiness of our business? How do the ESG ratings firms score our company? How does that compare to what they say about our peers? Could we do anything to help them better understand our business?
• Have we done an ESG materiality assessment? What were the main inputs used to perform this assessment? What are the top three material ESG issues for our business? What metrics and targets are we tracking to hold ourselves accountable? Do we share that information publicly?
• Who leads the company’s ESG function? To whom does that person report, and why? How are our ESG efforts linked to company strategy and long-term value creation?
• How would you assess our board culture? Is management getting enough input from all board members, not just those who are the longest serving or most vocal?
• Is our board doing everything we can to protect against litigation risk? Are we communicating in a secure manner on an encrypted platform? Are we following a consistent practice for retaining and purging director notes? Are we doing all we can to preserve the attorney-client privilege?
• How do we know that our enterprise risk management process is surfacing all the material risks? Should the board (and management) spend more time hearing from third parties about the risk environment? What else can we do to learn from other companies’ crises?

If you would like to learn more about NGBL or participate in future programs, please contact us at diligentinstitute@diligent.com.