Trends in board’s role in strategy

 The just-released Blue Ribbon Report of the National Association of Corporate Directors on the board’s role in corporate strategy identifies the growing complexity of the marketplace, and the accelerating pace of change, requiring a “new level of board engagement.” Since directors long have considered strategic development as their core obligation, what more is being suggested?

Although the Report is full of specifics and flow charts which are useful, the bottom-line distillate is to move strategic discussion from an annual or quarterly basis to a continual process, identifying strategy as a year round central focus. This new focus is driven by marketplace realities, not by any change in the underlying law.

Not to be critical of the specific recommendations of the Report, which are both informative and cautionary, but one can read the report as primarily suggesting “do more of the same but do it better.” There are no startling “how to do it” revelations, which when you think about it is not surprising.

One interesting suggested innovation did catch my attention: executive sessions at the start and finish of every board meeting to permit independent directors to discuss strategy. The trend towards greater use of executive sessions, rubbing up against the practicalities of timing for board meetings, continues onward.

To the extent these NACD recommendations find their way into the directorship community, we might anticipate: it will take more time to be a director; there will be greater pressure in off-loading the other demands of directorship in favor of greater focus on strategy, which may create time tensions relative to committee service; there may be a subtle rethinking of the definition of a “good director” and an attempt to define the specific slot(s) as a “strategic director;” a change, through decided case law, in the standard of diligence required from directors under the so-called Caremark standard of duty to monitor (that whole area already is fuzzy in terms of its actual scope); and, a necessarily closer correlation between strategic consideration and enterprise risk management in a fluid environment.

Finally, it is good for directors to remember the following working definition of strategy: “the means to create economic value by gaining competitive advantage through unique value proposition.”

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