My year-end columns usually contain predictions for the coming year. This year’s column continues the tradition, but includes a self-assessment on how well I did last year in predicting the future. With the performance of CEOs, boards, committees and increasingly individual directors subject to evaluation, why not a governance consultant and Compliance Week columnist, too?
So with logs burning nicely in the fireplace, coffee mug in hand, and green eyeshade and crystal ball nearby, here’s a report card on my 2015 predictions as well as what we can expect to see in 2016.
Activists Will Ride Strong
2015 Prediction: Activists will step up attacks on targeted companies to revamp strategies, divest major businesses, form new capital structures, turn over board seats, and accept takeover proposals at even more companies. They’ll push to replace individual directors if not entire boards, fire CEOs, and increase dividends and stock buy-back programs. Meanwhile, boards of directors, already looking on with trepidation, will become increasingly agitated and drive new initiatives to reach out to major shareholders.
Report Card: A. This was right on target. Shareholder activists continued to push even some of the largest companies to distribute cash, buy back shares, and take actions the activists believe will increase share value.
2016 Prediction: All the big activists (Norman Peltz, Carl Icahn, Daniel Loeb, Bill Ackman) and others will continue to apply the pressure, and many boards will decide it’s better to settle than fight. Such large mutual funds as Vanguard will step up their focus on what might be considered mainstream governance issues—including on-strategy board composition and refreshment, takeover defenses, and pay for performance—in a still more active way. Directors will continue to lose sleep worrying about might happen, and deal with these shareholders when they arrive. And despite some trepidation, more boards will recognize the overriding benefits and will meet directly with major investors to head off or deal with their demands for change. Shareholder engagement will move front and center, with attention to value creation.
Shareholders Will Achieve Binding ‘Say-on-Directors’
2015 Prediction: Although proxy access was contained in the Dodd-Frank Act, the Securities and Exchange Commission abandoned efforts to adopt it but paved the way for “private ordering” where shareholders can vote to allow large holders to nominate board members directly on the proxy ballot. As such, we will see significant expansion of these efforts on a company-by-company basis, with an increasing number of proposals to gain proxy access, enabling those owning a specified number of shares for a specified period of time to nominate new directors. Managements and current boards will push back, but they won’t be able to stem the tide.
Going forward, boards will pay significantly more attention in several areas. These include seeing strategic direction as a core issue that should drive attention to such matters as board composition and CEO compensation and motivation; expansion of more direct face-to-face engagement with shareholders; and striving to better balance short- and long-term operational and financial performance.
Report Card: B+. Private ordering has been adopted by a significant number of companies, either as a result of shareholder initiatives or in at least 10 cases by the companies themselves, but not in huge numbers overall.
2016 Prediction: More companies will take the initiative with the 3 percent ownership, 3-year holding criteria for proxy balloting for a specified number of board seats. The numbers will increase in the next year, though gradually.
Sustainability Will Move Front and Center
2015 Prediction: Whether viewed as an extension of social responsibility or as public relations, sustainability topics—such as population growth, resource scarcity, carbon emissions and climate change, and working conditions and livable wages—will receive a sharper focus in board rooms. More companies will embrace the idea that contributing to sustainability doesn’t have to come at the expense of growing market share, profitability, and return on investment, and they will recognize these relationships and tout their efforts through public reports.
Report Card: B+. An increasing number of boards are indeed focusing on sustainability, with public reporting also on the rise.
2016 Prediction: Both actions to improve sustainability as well as public reporting will increase, although here, too, it will be a gradual, multiyear process.
Boards Will Gain New Focus and Composition
While continuing to provide a better focus on CEO compensation, risk management processes, and monitoring of leading indicators, boards will direct increasing attention to strategy and cyber-risk.
Not being entirely comfortable with the people sitting next to them in the boardroom, directors will drive assessments of boards and individual directors and make changes to board composition—with greater recognition that age or term limits don’t refresh a board quickly enough. Attention will be given to diversity, with a primary focus on bringing individuals who will quickly add needed skills, knowledge, vitality, and value in the boardroom.
Boards will finally put CEO succession planning up front, giving recognition to the reality that CEO turnover often occurs faster than expected—and that CEO succession is best addressed by board focus on executive development more broadly.
B+. Board focus on cyber-risk is increasing dramatically, though serious concerns in boardrooms remain.
B. More boards are assessing individual director performance, but changes are taking time and many directors remain uncomfortable with some of their peers at the table.
C. Some boards have stepped up focus on succession planning, but many fail to address the issue head on.
Boards will continue to look at cyber-risk, bringing skill sets into the boardroom and calling on management to beef up technical leadership and skills. But directors will continue to feel uncomfortable with actions taken to prevent, timely detect, and effectively deal with these technology risks.
More boards will conduct assessments of directors, but not in great numbers, and many will be superficial. Boards will increasingly face charges from CalPERS and other major investors that boards are “male, pale, and stale”—with calls for younger and more diverse composition, at the risk of moving out more experienced and effective directors. Proxy advisors ISS and Glass Lewis’ new positions to limit overboarding, with threats to issue negative voting recommendations, will affect composition as well—accompanied by concerns of women and minority directors who are already bumping up against such limits.
As to succession planning, the more effective boards will focus broadly on human talent throughout the management ranks. Unfortunately, however, succession generally will continue to take a back seat to other pressing issues.
2015 Prediction: While we’ve seen suggestions that boards should issue an annual board report—which would clearly differentiate the board’s role from management’s, describe how the board’s committees and governance policies work, and outline such matters as extraordinary business transactions, the board’s strategic vision, and why compensation diverges from standard practice—we won’t see this as standard practice in 2015. We will, however, see more outreach to shareholders.
Report Card: A. This was on target.
2016 Prediction: Going forward, in addition to the predictions above, boards will pay significantly more attention in several areas. These include seeing strategic direction as a core issue that should drive attention to such matters as board composition and CEO compensation and motivation; expansion of more direct face-to-face engagement with shareholders; and striving to better balance short- and long-term operational and financial performance.
One last prediction—that Matt Kelly, who during his tenure as editor and publisher has raised the quality and stature of Compliance Week to new heights, will find a satisfying next phase of his outstanding career, and will be successful in his new role.
And a happy holiday season and New Year to all Compliance Week readers.