Will there be a ‘next’ if corporate governance is focused on the ‘now’? Will there be a ‘next’ if corporate governance is focused on the ‘now’?

Authors
Julie Linn Teigland

EY EMEIA Area Managing Partner and EY Global Leader – Women. Fast forward

Passionate about the transformational power of digitalization and innovation and its potential to deliver sustainable, inclusive growth for clients. Prominent voice of the Women20 global agenda.

Andrew Hobbs

EY EMEIA Public Policy Leader

Public policy leader focusing on talent, technology, corporate governance and corporate reporting. Father of four, cyclist and dabbling homebrewer.

Local contact

Head of Climate Change and Sustainability Services, Senior Manager, Assurance, EY Sweden

Civil engineer and sustainability expert who began her career in Australia. Interested in nature, horses and the outdoors. Offers qualified advice on sustainable development and value creation.

19 minute read 14 Apr 2021

A new survey of European business leaders shows sustainable corporate governance as key to long-term value over short-term pressures.

In brief
  • The COVID-19 pandemic has undermined efforts to focus on long-term value creation, sparking differences of opinion in leadership teams.
  • Yet among stakeholders, a long-term approach to building sustainable value has only gained in importance.
  • Corporate governance can bridge this gap, and there are five focus areas to balance short-term imperatives with long-term objectives.

Leaders have spent much of the past year responding to the pandemic. For many, carefully crafted strategies were side-lined by efforts to survive: in fact, 59% of CEOs and C-suite executives of European companies told the EY Long-Term Value and Corporate Governance Survey that the pandemic had challenged their ability to focus on long-term growth. And 60% said it sparked significant differences of opinion within leadership teams about how to balance short-term priorities with long-term investments.

Yet the need to respond in the short term doesn’t need to derail longer-term ambitions, and sustainable corporate governance – from how boards make decisions to how leaders are rewarded – is key to ensuring organizational sustainability.

This was all in play before, and if anything, the pandemic has reinforced the importance of a long-term value approach. First, the pandemic has increased the expectations of stakeholders – including employees and the wider public – for organizations to play a more active role in tackling major societal issues, such as inequality and climate change. And second, it has made CEOs and boards question and change the role of their organizations in terms of who they are serving, the contribution they can make to society, and what constitutes value.

Business leaders are increasingly realizing success requires a multi-stakeholder, long-term orientation. Sustainable corporate governance is a key enabler to embed a long-term focus – and one that is within their control to change.

Boards can focus on five governance-related areas to ensure both short- and long-term needs are balanced:

  • Attributes: Board dynamics, including skills, diversity and values
  • Risk: Risk governance and oversight
  • Reward: Remuneration schemes to incentivize a focus on long-term value and the central role of environmental, social and governance (ESG) driven metrics
  • Engagement: Defining key stakeholders and building an end-to-end engagement strategy including a feedback loop
  • Authenticity: Transparent and authentic reporting disclosures on progress against long-term value goals and key performance indicators (KPIs), with clear accountability
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1

Chapter 1

A changing approach

The pandemic has reinforced the importance of a stakeholder-focused approach.

The survey shows that the financial implications of the pandemic have challenged the long-term investment strategy of CEOs and directors:

  • A majority (59%) say that the pandemic’s impact on financial performance has challenged their ability to focus on long-term growth.
  • Over half (60%) say that there are significant differences of opinion within their leadership team on how to balance short-term crisis response with long-term investments.

However, the pandemic has also reinforced the importance of a long-term value approach:

  • Stakeholders: It has increased the expectations of stakeholders – including employees and the wider public – that organizations should play a more active role in tackling major societal issues, such as inequality and climate change.
  • Business leaders: CEOs and boards have questioned and changed the role of their organizations in terms of who they are serving, the contribution they can make to society, and what constitutes value. They have used these uncertain and anxious times to lead with increased purpose – focusing on employee well-being, developing products and services for front-line workers, making financial donations, and cutting executive pay.

The survey sends a strong message that the net effect of the pandemic has been to reinforce the importance of an approach that looks to the long term rather than bowing to short-term earnings pressure:

  • 66% said “COVID-19 has increased expectations from stakeholders that our company will drive societal impact, environmental sustainability and inclusive growth”.
  • 78% said “a focus on sustainable and inclusive growth has been critical to building trust with our stakeholders in today’s uncertain times”.
  • 79% said “companies that maintain their focus on long-term value will emerge stronger in a post-pandemic world”.

It also reinforces the importance of stakeholder capitalism to rebuilding trust in businesses and their leaders. When respondents were asked to pinpoint the most significant benefits of pursuing initiatives that create long-term value, “improved brand, reputation and trust” emerged on top, selected by 53% as one of the main benefits, followed by “improved customer acquisition and retention” and “attracting new investors or different types of investors”. 

  • Viewpoint: Optimal tenure of board members

    “One of the questions to consider is the optimal tenure of a board member. We re-elect board members over relatively short periods these days, which is viewed as a good thing. Very long tenures have downsides for sure, so at one level, this is a positive change. But there is a danger that short terms could encourage short-termism. If a board member is only elected for two years, it doesn't necessarily give them the incentives to think about what's going to happen in the company after they leave.”

    Read the full interview with Professor Rajna Gibson Brandon, University of Geneva in the report (pdf).

Encouraging progress in turning words into action

Today, boards and CEOs are making encouraging progress in turning their ambition into reality by deploying the approaches needed to drive a long-term, multi-stakeholder orientation. As part of the analysis, EY teams segmented the survey respondents into two groups based on their long-term value maturity – those firms that are “Leading” (43% of all respondents) and those that are “Developing” (57% of all respondents). The Leading organizations are making significant progress. For example, 89% continuously reassess their company’s strategy and organizational structure to improve the ability to generate long-term value.

While this progress is encouraging, this long-term, multi-stakeholder approach needs to become the new normal for companies, not just a select group of high performers. 

Today, boards and CEOs are making encouraging progress in turning their ambition into reality by deploying the approaches needed to drive a long-term, multi-stakeholder orientation.
Julie Linn Teigland
EY EMEIA Area Managing Partner and EY Global Leader – Women. Fast forward
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2

Chapter 2

Facing new challenges

Companies can directly address many of the key challenges to their long-term value strategy.

While encouraging progress has been made, significant challenges – both external and internal – still stand in the way of driving long-term value and meeting the interests of investors and other stakeholders.

External challenges

The Leading-Developing analysis finds that “short-term earnings pressure from investors” is the critical external challenge facing the Leaders.

As you focus on long-term value, the tension and awareness of balancing near-term and long-term growth may increase, not decrease.
Andrew Hobbs
EY EMEIA Public Policy Leader

While leading companies appear to be making significant progress, around one in three (32%) have not put in place a consistent approach to decision-making that balances near-term and long-term value creation. This may help explain why the number one external pressure facing this group is the short-term pressure. It suggests that as you focus on long-term value, the tension and awareness of balancing near-term and long-term growth may increase, not decrease.

Investor pressure on short-term earnings risks causing companies to redirect capital and human resources from long-term strategic initiatives to meet short-term financial goals. All those in the sample who selected “short-term earnings pressure from investors” as a critical challenge were also asked how this short-term pressure manifests itself. The answer is: increased price volatility. 

The major challenge of short-term pressure reflects a number of issues – first, the growing importance of institutional investors with a limited length of share ownership, which creates pressure on boards to focus on short-term market value of the share; second, the continued emphasis on short-term disclosures within listed companies, including quarterly returns and earnings guidance, which can drive a focus on short-term financial performance.

For this reason, it’s crucial that boards establish effective engagement with investors – including activists – to build trust, explain purpose, identify common ground and ensure support for long-term oriented strategic approaches.

This is not a new idea, yet it feels more relevant than ever. Warren Buffet made the point in 1979 in his letter to Berkshire Hathaway shareholders when he said: “In large part, companies obtain the shareholder constituency that they seek and deserve. If they focus their thinking and communications on short-term results or short-term stock market consequences they will, in large part, attract shareholders who focus on the same factors.”1 The opposite should also be true.

  • Viewpoint: What long-term value means for strategy

    “The primary mandate I received from the board when I joined was to unleash the significant potential of this company, and today I am here to lead a purpose-driven transformation of Solvay that creates long-term value. Our purpose reflects the thinking of our founder, Ernest Solvay, who said that the company’s scientific and technology capabilities have a ‘positive role to play for the progress of mankind.’ You cannot transform a company in a sustainable way by simply demanding that the presidents of your business units step up EBITDA and cashflow. At least that’s not how I see transformation. The way we like to think about it is through the concept of ‘cathedral thinking.’ Like the construction of greats cathedrals, different generations are inspired by the long-term vision and the goal of benefitting future generations. It’s a multiple generation process.”

    Read the full interview with Ilham Kadri, CEO, Solvay Group, in the report (pdf).

  • Viewpoint: How has the pandemic changed how we think about long-term value and stakeholder capitalism?

    “The pandemic has really focused attention on a multi-stakeholder approach – it has caught the imagination in a way that we have not seen before. After all, the UN Sustainable Development Goals have been around for many years, so it’s not new in concept, but the intense focus today has concentrated minds much more clearly on this now than in the past. Previously, we may have talked about a few leading companies who were driving a multi-stakeholder approach, but there was not the broad context that we have today. If you look back over the past 12 months, there is so much more attention on, and questions being asked about, the really big issues, such as the impact of globalization on society.”

    Read the full interview with Professor Suraj Srinivasan, Harvard Business School, in the report (pdf).

Internal challenges 

The greatest portion of respondents chose the following as an internal challenge to a long-term value orientation: “CEO and executive compensation are tied to short-term performance”. 

  • Viewpoint: How effective is increased accountability?

    “Changes to reporting tend to focus on increasing transparency and accountability. I question the value of this where such changes don’t end up changing behaviors. Take the example of increasingly prescriptive reporting over the nearly 20 years on executive remuneration – what tangible impact has that had on behavior? That said, there are examples where it has made a difference. For example, reporting on the gender pay gap, which has seen great attention from the media and the public, bringing the debate to the boardroom and accelerating change in the right direction.”

    Read the full interview with Chris Hodge, Advisor, International Corporate Governance Network, in the report (pdf).

Shifting to an approach that supports long-term value creation will require boards and compensation committees to rethink the design of executive compensation plans.

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3

Chapter 3

Why governance matters

Corporate governance is critical to the long-term value agenda and needs to evolve.

Overall, there is a range of challenges that have emerged in this analysis, many of which fall squarely into the corporate governance domain. EY teams have identified five governance-related areas that boards could focus on to positive effect without the need for external assistance or the hand of regulation.

To achieve this ambition, governance practices and structures need to be examined end-to-end to ensure they are aligned to the achievement of a sustainable strategy. Alignment is critical. If boards struggle to align with management on long-term value goals, progress will be stifled. There also needs to be alignment across the key areas of governance, from how boards manage risk to how they devise remuneration strategies, to drive sustainable and inclusive growth. 

The five areas are:

  • Attributes: Board dynamics, including skills, diversity and values
  • Risk: Risk governance and oversight
  • Reward: Remuneration schemes to incentivize a focus on long-term value and the central role of ESG-driven metrics
  • Engagement: Defining key stakeholders and building an end-to-end engagement strategy that includes a feedback loop
  • Authenticity: Transparent and authentic reporting disclosures on progress against long-term value goals and KPIs, showing clear accountability for achievement of KPIs

 

There needs to be alignment across the key areas of governance, from how you manage risk to how you devise remuneration strategies, to drive sustainable and inclusive growth.
Julie Linn Teigland
EY EMEIA Area Managing Partner and EY Global Leader – Women. Fast forward
1. Attributes

Executives were asked to nominate what board attributes were most critical for making decisions that generate long-term value. Interestingly, the main attribute that emerged was behavioural – for a board to focus on the long term, the ability for directors to speak their mind is seen as critical. The top three attributes are:

  • First: “A board that has enough trust to be honest, debate openly, and have healthy disagreement”
  • Joint Second: “A board that engages and considers the interests of all stakeholders when making decisions” and “A board that implements management remuneration schemes linked to long-term value goals”
  • Third: “A board that proactively identifies and engages potential investors focused on long-term value”

Strong dynamics within boards are critical to effective decision-making and making the tough calls that will inevitably occur when organizations are trying to resolve the trade-offs between long-term value and short-term pressures. This means that boards need to have a culture based on trust and respect, have devoted time to team-building, and mechanisms for members to feed back to the chair on how effective discussions are (or not).

As well as the dynamics point above, there are other priorities when it comes to attributes:

  • Values: Directors who are committed to long-term value creation with values that recognize the importance of ESG and of understanding stakeholders are important in a number of ways. First, boards setting the right tone at the top and acting as role models for management teams and wider employees is essential to embedding a culture that supports a company’s long-term stakeholder-focussed strategy. Second, for external advocacy – demonstrating the passion and commitment is needed to court the right shareholders to support the strategy.
  • Diversity: Healthy disagreement and honest debate is also a factor of diverse opinions. Diverse and inclusive boards – including dimensions such as race, gender, career background, age, etc. – bring a full range of perspectives and solutions to big issues, like climate change or inequality, and can challenge established thinking and biases in a way that homogenous boards will not. Diverse and inclusive boards are also better-placed to ensure that different stakeholder impacts have been taken into account in decision-making.
  • Skills: Companies will need to make sure they have the skills, experience and knowledge that will help them deliver on their long-term value strategy over time, for example on matters like climate change or ESG metrics. Companies are likely to need to actively refresh and change the skills profile of board members as they reach different stages of the long-term value strategy execution.

Internal and independent external board evaluations should naturally incorporate an assessment of these attributes moving forwards.

  • Viewpoint: The key role of the board

    “Given that one of the most important tasks of the board of directors is to find and employ a CEO, then a key responsibility is to find a leader with the right mindset and a view of the future that is shared by the board. Defining the long-term vision and setting the strategic agenda it is also a key role of the board. Especially in times of change like we have today, the board’s role is to stay close to the business and ask questions that challenge management while of course also supporting them.”

    Read the full interview with Helena Stjernholm, CEO, Industrivärden, in the report (pdf).

2. Risk

When executives were asked what would likely deter their board from pursuing an initiative that was expected to improve long-term value but diminish near-term financial performance, the top two factors were:

  1. High degree of uncertainty in the likelihood that the initiative will succeed
  2. A risk framework and appetite that is geared towards short-term shareholder return rather than long-term, inclusive growth

However, “lack of committed support and leadership from management” was much less of a concern for executives. This suggests companies have the willingness to pursue initiatives with longer time horizons, but need to improve their risk assessment and management capabilities to better understand long-term risk and the likelihood of success. In other words, it could allow boards to increase their risk appetite because they will have greater confidence about long-term risk-taking and the potential upside of doing so, including being able to explain it to stakeholders.

A critical function of boards has always been to understand and mitigate business risk – but the pandemic has brought that responsibility into sharp focus. Its unprecedented impact has highlighted the interconnectedness of risks and the velocity at which the landscape can change. In this environment, how can boards be sure that long-term risks – such as climate change – are appropriately forecasted and managed effectively across the organization?

3. Reward

Compensation schemes need a mixture of near- and long-term incentives to reward executives for generating sustainable growth. Coming up with the right mix can be challenging, but boards can consider the following guidance as a starting point to evaluate what is right for their company:

  • The short game: companies can focus first on short-term plans, such as annual bonuses. This will allow them to get a feel for how the metrics are working and whether hurdle rates are reasonable. If adjustments need to be made, it is relatively easy to do this with short-term plans. Learnings from the short-term plans can then be applied to the design of long-term plans. If companies focus first on long-term compensation plans, it may be hard to course-correct if things are not working as intended.
  • The long game: long-term incentive plans should be designed so that they use multi-year measurement periods. In our experience, three-year measurement periods are a common tactic. In some countries, there is increasingly an expectation that senior executives hold shares for a minimum period after they leave their firms, with two years being typical. Extending this principle to other countries can encourage executives to focus on the long-term consequences of the decisions they make. 

Compensation schemes also need to alight on the right metrics, which can be challenging to both define and assess. Metrics related to ESG goals are an increasing focus. However, not all ESG metrics are relevant for all companies, and companies need to assess their strategy and determine which metrics are most relevant to them. This will vary by industry. Such metrics must be reliable if they are to influence executive remuneration, and therefore robust processes and controls will be required including board committee oversight.

Finally, there is the question of how much pay to tie to long-term measures. In most companies today, the percentage of executive pay tied to metrics that reflect long-term value is fairly modest. But, if companies are to change executive behaviour and drive long-term performance, they need to ensure that a meaningful portion of pay is at stake. Based on their experience, EY remuneration professionals believe that a range of 15-25% of pay connected to long-term metrics, with clear performance targets, would make a significant difference. 

4. Engagement

While stakeholder engagement is not a new topic, many organizations still struggle to bring the stakeholder voice to the boardroom table and really consider their feedback in decision-making. Therefore, it is worth taking another look at the building blocks that are required for effective engagement:

  • As a start point, organizations need to define their key stakeholders. While there will be any number of potential stakeholders for a company, these need to be prioritized and boards need to be clear on who are the most important.
  • Once stakeholders are identified, the next step is the engagement strategy. This has to take account of two factors. On the one hand, it is about getting the stakeholders onboard, to develop loyalty and buy-in. On the other, it is important that boards use the engagement to understand what is important to the stakeholders. In other words, this is about understanding their needs and how those factor into the board’s decision-making about what is required for long-term value creation.
  • The engagement strategy should also be pragmatic. It may not be possible for the board to engage even with all key stakeholders, from suppliers to communities. Therefore, boards must decide who they engage with directly, and who they engage with indirectly through management.
  • Finally, boards need to close the feedback loop. Getting feedback from a key stakeholder does not obligate boards to act in accordance with their viewpoint. However, there should be communication back to the stakeholder on how the feedback was considered, or else the quality of the relationship will deteriorate.

There is increasing focus on engagement between independent board members and investors. As a starting point, it would be valuable for this director group to hear more about growing investor expectations regarding long-term value and ESG principles. However, if directors are to engage more directly with investors, it is important that they buy into a long-term value/ESG approach and have a deep understanding of the subject. This will be critical to ensuring not only that boards play an effective role, but that a focus on long-term value and ESG principles is achieved across the company. 

5. Authenticity

A long-term value orientation has significant implications for how corporates communicate performance. On the one hand this is about being authentic and accountable.

This means being open to communicating both good news and bad news. As a recent EY survey on corporate reporting examines, this shift to a broader view of value and performance may require changes not only to frameworks and practices, but also to mindset and culture. Essentially, organizations need to adopt a new culture and mindset regarding the information they share about themselves – a culture based on authenticity and accountability. 

Effective and credible reporting against long-term value metrics is also key to accountability – establishing where there has been progress or lack of progress.  Strong and effective audit committees have a key leadership role to play here for example:

  • Ensuring the company operates strong and effective controls that support the quality of both financial and non-financial information/reporting including long-term value metrics
  • Overseeing the robustness and reliability of risk information

Reliability and consistency is crucial so that boards may confidently make decisions and stakeholders can use the information to assess the company’s future prospects and its future cashflows.

Reinventing corporate reporting

Of course, being authentic and accountable will not happen if organizations are still heavily dependent on conventional reporting frameworks. Focusing on the long term requires that organizations shift from a narrow focus on backward-looking financial reporting to forward-looking insight based on financial and nonfinancial disclosures, including ESG disclosures.

Significant progress has been made in using nonfinancial metrics to measure and communicate performance:

  • 69% make consistent use of nonfinancial metrics to set organizational targets for performance and growth (39% “often” and 30% “always”)
  • 65% say the same of communicating sustainable performance to investors (40% “often” and 25% “always”). 

While progress has been made, organizations are seeking greater clarity and rigour in producing nonfinancial disclosures that are credible and comparable. For example, 80% of executives say it would be helpful to have globally consistent frameworks and standards for long-term value-focused corporate reporting. Without it, there is a risk that stakeholders do not get an authentic, credible picture of whether KPIs like emissions reduction targets have been met.

However, firm guidance on metrics and reporting standards is difficult because businesses are structured and create value differently. On the other hand, leaving it up to individual companies is inefficient in terms of identifying common areas of value and frustrating for stakeholders who struggle to make relevant comparisons. This is an area where policy makers and advisors can make a meaningful difference. Initiatives like the “Sustainable Value Creation” program, led by the World Economic Forum International Business Council in conjunction with EY, has developed a set of core metrics for businesses to which 61 top business leaders across industries have committed already. As these gold standards emerge, it will make it easier for companies to measure and communicate the total value they create for stakeholders.

This desire for consistent, credible and comparable approaches is reflected in the appetite for policy and regulatory changes that clarify or amplify the pursuit of long-term value:

  • Developing globally consistent frameworks – 80% think that it would be helpful to develop frameworks, standards and guidance for measuring and communicating how long-term value is being created.
  • Putting a stronger focus on multi-horizon risk – 76% think it would be helpful to require companies to disclose any major risks and uncertainties to continued viability in the long term, in addition to the short and medium term.
  • Viewpoint: The CEO role: a balancing act

    “CEOs have to find a balance between investments in the long-term and delivering results in the year you are in. Pressure can come from all sides to deliver in the year you are in, but you don’t want to sacrifice your long-term future because of short-term pressure on results. For an organization with a result-driven mindset, of course, long-term return on investment is likely to be less of a motivation than short-term results. This needs to change and it is our responsibility as members of the board to do so. One trigger is definitely the salary scheme. At the moment, the dilemma is that the current year is often the year that salary schemes are evaluated against.”

    Read the full interview with Markus Duesmann, CEO, Audi, in the report (pdf).

The views of third parties set out in this publication are not necessarily the views of the global EY organization or its member firms. Moreover, they should be seen in the context of the time they were made.

Summary

Business leaders are increasingly realizing that, to be successful, they need to have a multi-stakeholder, long-term orientation. Sustainable corporate governance is a key enabler for companies to embed a long-term focus – and one that is within their control to change.

Now is the time to reframe the relationships and establish effective multi-stakeholder engagement to implement those key corporate governance elements instrumental to deliver real value for all and for the long term.

About this article

Authors
Julie Linn Teigland

EY EMEIA Area Managing Partner and EY Global Leader – Women. Fast forward

Passionate about the transformational power of digitalization and innovation and its potential to deliver sustainable, inclusive growth for clients. Prominent voice of the Women20 global agenda.

Andrew Hobbs

EY EMEIA Public Policy Leader

Public policy leader focusing on talent, technology, corporate governance and corporate reporting. Father of four, cyclist and dabbling homebrewer.

Local contact

Head of Climate Change and Sustainability Services, Senior Manager, Assurance, EY Sweden

Civil engineer and sustainability expert who began her career in Australia. Interested in nature, horses and the outdoors. Offers qualified advice on sustainable development and value creation.