Six Priorities For Boards In 2021 (pdf) - Ernst & Young
EY Center for Board MattersSix priorities forboards in 2021
Six prioritiesfor boards in 2021Following a year of global upheaval,organizations are re-evaluating everyaspect of their business. In 2021,companies and boards will face anacceleration of existing challenges andbe compelled to address how they arebuilding resilience and creating sustainablevalue in a rapidly changing businessenvironment. With increased investorscrutiny and stakeholder considerations,boards will be well served to focus onthe following priorities in 2021: Overseeing strategy tocreate long-term value Promoting enterprise resiliencyin the face of uncertainty Focusing on workforce transformationand new ways of working Leading on diversity, equity and inclusion Guiding an ESG strategy that drivesstakeholder engagement and value Challenging board compositionand effectiveness
Board priority for 2021Overseeing strategy tocreate long-term value4
Leading boards are working with management teams to oversee astrategy formulation process that drives long-term value – a difficulttask made more complex by the need to solve for the now, explorethe next and reimagine the world beyond 2020.In today’s stakeholder-focused business environment, itis imperative that companies define both financial andnonfinancial value drivers and include them in strategysetting as they consider the needs of investors, employees,consumers, society and other key stakeholders. Longerterm assumptions within the strategy should be developedusing internal and external sources of information onmegatrends, investment flows by venture capital andprivate equity entities, along with monitoring mergerand acquisition, alliance and joint venture activity.Traditional sector and adjacent construct analysesalong with external risk intelligence can provide earlyindicators of emerging opportunities and risks.An analysis of the full potential of the company’s existingbusiness model(s) and weaknesses can determine theneed and timing of strategic pivots. Indeed, during 2020,winners were able to quickly adjust their business modelsto meet new stakeholder needs (e.g., work from anywhere,food/supply delivery and pickup, telemedicine and digitalofferings). The strategy should be inclusive of investmentsin strategic competencies to meet material stakeholderneeds and future expectations, including those related toenvironmental, social and governance (ESG) matters.Once the strategy is refreshed, it is critical for theboard and leadership team to consider operating modelchanges including culture and employee behaviorrequirements to confirm alignment with the organization’spurpose, vision and strategy. Finding ways to fosterinnovation broadly through a company’s culture canenhance strategy and thus growth for the long term.Management should integrate strategy and culture withthe company’s enterprise risk management processand provide the board with timely updates related tostrategic opportunities and risks. This was a focus of theCommittee of Sponsoring Organizations’ update of itsrisk management framework — the first two componentsof which are governance and culture; and strategyand objective-setting — indicating the importanceof monitoring these topics for risk mitigation.Finally, the board and management should collectivelychallenge whether they have the appropriategovernance processes to enable the timely review andimplementation of a robust strategy across the shortmid-, and long-term time horizons. A long-term valuedashboard that includes metrics to gauge financial,human, consumer and societal value should be reviewedregularly by the board and monitored by managementto ensure metric credibility. Board time should also beevaluated along with the potential use of a committeeor an ad hoc committee given the need to continuouslyreview strategic assumptions over a longer term.Key actions for directors to take in 2021 Balance the board’s oversight of strategyand investments over the short, medium andlonger terms to sustain long-term value. As strategy shifts, evaluate that the culture hasbeen redefined to incorporate new behaviorsrequired to drive the strategy over the long term. Obtain an appropriate mix of internal andexternal data and information to validate keyassumptions and determine strategic pivots. Create a long-term value dashboard with regularbriefings to the board to ensure shareholder valueimprovement manifests from a balanced focus onfinancial, human, consumer and societal value drivers. Integrate ESG opportunities and risks intostrategy frameworks and decisions.Six priorities for boards in 20215
Board priority for 2021Promoting enterpriseresiliency in the faceof uncertainty6
Board members are playing a pivotal role in helping management adapttheir organizations to the world beyond the pandemic and overseeinghow resiliency is built into all aspects of the business.The foundation of this work includes board oversight ofupdates to scenario plans, stress testing and contingencyplanning that critically emphasize key assumptions andvariables across a range of extreme scenarios.Based on the outcomes of these scenario plans andstress tests, organizations are assessing liquidity needsand shoring up financial stability, strengthening supplychains (through resilience assessments and networkedecosystems with end-to-end visibility) and enabling greaterflexibility in operating models.A physical return-to-work scenario will call for continuedfocus on employee health and well-being and buildingtrust in safety protocols and monitoring. This may requirenew or enhanced health and safety capabilities such astesting, certification, contact tracing and vaccination.Additionally, capacity planning and changes to workspaceconfigurations are prompting a re-evaluation of companies’geographical footprint and related real estate needs.Successful companies will adopt agile approaches tonavigating the rapidly shifting business environment atthe management level and in the boardroom. Boards willneed to proactively anticipate change and address therisks and opportunities associated with key trends shapingthe current and future business context. Some, like digitaltransformation, future of work and exponential climateimpacts, have been accelerating and are already disruptingbusiness models and strategy in the near term. Thesefactors are also contributing to a shifting risk landscape,risk profile and risk appetite (including “upside” risksthat will drive growth and value). Adding to this are risksassociated with increased cybersecurity and privacyissues related to digital transformation and remote work,rising geopolitical risks and the changing regulatoryenvironment, with governments likely to be more active inthe economy for the foreseeable future.Adapting enterprise risk management (ERM) processesand controls to be more responsive to change will helpenable strategic pivots and build enterprise resilience. Thisincludes assessing how the “three lines model” is beingeffectuated and discussing with management ways tooptimize the model so that it is efficient and fit for purpose.To help their organizations reimagine enterprise resilienceand seize the upside of accelerating risks, boards shouldconfirm management’s use of data-driven intelligencefrom a wide range of sources, its management of riskaggregation and interdependencies across the value chainand the execution of regular postmortems to incorporatekey learnings.Key actions for directors to take in 2021 Set aside more time on board agendas to challengeassumptions, review contingency plans and verify thatmanagement is incorporating low-risk/high-impactscenarios into its ERM frameworks and strategy. Review key performance indicators developed bymanagement to measure key risks and opportunitiesand assess the value of material intangibleassets — such as human capital and culture. Analyze megatrends and identify key managementand external advisors to regularly report tothe board on material business environmentdevelopments and data points to continuouslyimprove oversight of strategy and risk. Re-evaluate risk oversight practices and relatedstructures to assess whether board or committeeoversight changes would enhance oversight. Turn emerging risks into strategic value by taking abalanced approach to risk management across thethree dimensions of risk: downside, upside and outside,with a greater focus on upside and outside risks.Six priorities for boards in 2021 Review management’s conclusions and effectivenessfollowing postmortems regarding corporate responsesto the pandemic, social justice movements and othermaterial economic and business impacts in 2020.7
Board priority for 2021Focusing on workforcetransformation andnew ways of working8
Historically, many boards limited their talent oversight responsibilitiesto C-suite succession planning and development. Today’s leading boardsrecognize human capital as a key driver of long-term value.The remit of the board regarding human capital willcontinue to broaden throughout 2021. They alsorecognize that recent trends — including five generationsmoving through the workforce, digitalization, virtualwork and automation — are redefining ways of working.The pandemic has accelerated this transformation andhighlighted workforce management as a fundamentalpart of strategy that boards must oversee.Boards have an opportunity to help guide workforcestrategy to create competitive advantage and longterm value, and this requires the right information.This involves making the chief human resources officer(CHRO) a central board resource, regularly reviewingwell-defined and robust metrics for human capitaland culture intelligence, and finding opportunities tobring the employee perspective into the boardroom.Companies are adapting to a new environmentin which human health and wellness have takena central role in operations. Virtual working iscreating some challenges, but also opportunitiesrelated to pipeline development and successionplanning; recruiting and onboarding; productivity;employee engagement; and culture development.Further, boards must be aware that with the SEC’snew human capital disclosures — driven in part byyears of pressure from investor advocates — will comeeven greater scrutiny of human capital strategies,investment and oversight. This makes external reportingaround strategic workforce issues a vital opportunitywith impacts to the company’s brand and reputation.Companies can leverage widely accepted externalreporting frameworks to decide which metrics willresonate most with investors and other stakeholders.As technologies are leveraged with greater speed andinnovation scales quickly, companies are upskilling andreskilling their people for the workforce of the future.This includes confirming the right balance in the workforceportfolio (e.g., traditional, virtual, contingent, digitallyenabled) to optimize employee functionality and identifywhere to focus reskilling and development programs.Key actions for directors to take in 2021 Review the board’s approach to overseeingstrategic workforce issues, including how relatedcommittee responsibilities are allocated (e.g.,succession planning, human capital initiatives). Make the CHRO a central and strategic resourceto the board by aligning their participation tostrategy, business and disclosure discussions. Regularly review a comprehensive set of workforceand culture-related metrics, understanding how theyare being collected, measured and controlled.Six priorities for boards in 2021 Align decision-making related to the human capitalstrategy with the company’s purpose, culture and values. Consider how the company’s investments in reskillingworkers or recruiting new employees are meeting currentand future skills gaps and addressing innovation. Assess the quality and consistency of the company’shuman capital disclosures across various communicationoutlets and challenge how to optimize the impact onthe company’s brand and reputation, including withprospective employees and other key stakeholders.9
Board priority for 2021Leading on diversity,equity and inclusion10
Making real progress on diversity, equity and inclusion (DEI) will beone of the hallmarks of 2021 as leaders implement significant changesto their recruitment and management processes and boards hold theirmanagement teams and themselves accountable.The current focus on racial injustice has catalyzedbold statements from many companies in support ofracial equality and highlighted the role business canplay in promoting fairness and opportunity for diversegroups. Employees, consumers and investors arelooking for companies to demonstrate commitmentand action related to DEI, including disclosing currentdata, specific goals, plans to achieve those goalsand outcomes from programs and initiatives.Beyond maintaining social capital, leading companiesrecognize DEI as a key priority to driving business value.Diversity across multiple dimensions and experiencesbuilds better businesses and attracts better talent,customers and investors. There is extensive evidencethat companies with diverse talent and leadershiphave a strong competitive advantage with multipleperspectives as a key enabler of innovation, growthand profitability, and a driver of performance andvalue across a wide range of indicators. Similarly,research shows that diversity on boards improvesboard effectiveness and corporate performance.A culture of inclusiveness is the key to maximizing thepower of diversity and realizing the full potential ofpeople, both across the workforce and in the boardroom.Board members play an integral role in leading theircompanies through business and social change in waysthat promote performance and value for the companyand its stakeholders. Boards can better influence andlead their companies in strategically and systemicallyaddressing the societal and performance drivers forDEI within their own ranks, throughout the workforceand among their business partners. Having transparentgovernance structures for overseeing DEI is criticalto driving progress and creating accountability andwill be an area of increasing investor scrutiny as thefocus on human capital and other ESG topics grows.“Diversity across multipledimensions and experiences buildsbetter businesses and attracts bettertalent, customers and investors.Key actions for directors to take in 2021 Work with management to define and determine howDEI can help drive value for the company. Consider how executive incentive pay could be moredirectly tied to the achievement of DEI goals. Challenge how DEI considerations are embedded inthe company’s human capital management programsthroughout all steps in the employee life cycle. Assess how the board’s composition and directornomination process reflect the company’scommitments to DEI. Understand how the company’s human capitalmanagement programs enable equitable opportunity,advancement and compensation. Include DEI metrics as part of the company’s longterm value dashboard for credible reporting andupdates to the boardSix priorities for boards in 202111
Board priority for 2021Guiding an ESG strategythat drives stakeholderengagement and value12
A sustainable-investing surge is underway. Driven by many forces, suchas investor demand and increasing recognition that ESG factors canbe financially beneficial, record-setting inflows are going to companiesdeploying ESG investing strategies, and significant growth in ESG-brandedfunds points to continued momentum.Investors are also raising the stakes when it comesto ESG stewardship. That includes high-profile ESGengagement priorities of asset managers and a recordnumber of shareholder proposals on environmentaland social topics securing majority support. Atthe same time, the ESG ecosystem continues toevolve, and recent market-driven and regulatorydevelopments are accelerating standardized ESGreporting and impacting stakeholder expectations.Boards have a responsibility and an opportunity tohelp companies capitalize on these trends and unlockESG value to build long-term competitive advantage,enhance resiliency to accelerating sustainabilityrisks and attract the increasingly socially consciousinvestors, talent and customers the company seeks.To do this, a materiality assessment is a critical early stepto identifying and prioritizing the ESG issues that aremost relevant to the business. Once the ESG prioritiesare defined, the board is well positioned to help guidethe design of an ESG strategy aligned with the corporatestrategy that strengthens current business initiativesand addresses gaps related to those priorities. To helpdrive the strategy, it is important for boards to overseeESG goal-setting and the identification of relevantmetrics to measure, manage and communicate progress.Providing for transparent board processes and structuresfor governing ESG is also fundamental to success.To further differentiate the company from its competitorsand enhance performance, boards can oversee ESG’sintegration into broader business strategy and ERM.Doing so can strengthen the sustainability of thecompany’s business model over the long term andhelp management navigate accelerating ESG-relatedrisks and strategic opportunities. Finally, throughoverseeing ESG communications and reporting, boardscan support providing stakeholders a broader view intohow the company is delivering and protecting value.“To further differentiate the companyfrom its competitors and enhanceperformance, boards can overseeESG’s integration into broaderbusiness strategy and ERM.Key actions for directors to take in 2021 Capitalize on ESG investing and stewardship trends. Understand the ESG ecosystem and developmentsimpacting stakeholder expectations. Guide ESG strategy development based ona materiality assessment and oversee theidentification of ESG metrics and goal setting.Six priorities for boards in 2021 Support the integration of ESG withbroader strategy and ERM. Consider how the company tells its ESG storythrough various channels and confirm that messagingis consistent and data quality is validated.13
Board priority for 2021Challenging boardcomposition andeffectiveness14
Throughout 2021, boards should continue to enhance their owneffectiveness. Board competencies, practices and committee structureand responsibilities can be continually improved to meet ongoing andemerging challenges, including the impacts of COVID-19.Increased focus on long-term value creation, operationalresiliency and ongoing governance trends related toESG and strategic workforce issues may also influenceboard agendas and how the board provides oversight.In view of continued remote working and meetings,which will continue well into 2021, board meetingand information communication and securitypractices will need to be agile and effective.Charters, committee structure, agendas and timecommitments may all need to be reassessed to driveboard effectiveness and increase accountability.Access to the right information and people at theright time, always a critical board issue, is even moreimportant in view of unprecedented uncertaintyand rapid changes in business environmentsglobally. Board members should assess the qualityand timeliness of information from managementand seek outside expertise and input from keystakeholders who can provide perspectives andhighlight trends that could impact the business.As boards navigate an ongoing global crisis, addressthe changing expectations of stakeholders anddemonstrate leadership on issues of diversity, equityand inclusion, they may need to challenge how theircomposition reflects the stakeholder base and reassessthe appropriate competencies needed to overseestrategic opportunities and risks now and in the future.Regular board refreshment, coupled with ongoingeducation for all board members, must be embraced astable stakes for meeting changing oversight needs.“Charters, comm
aspect of their business. In 2021, companies and boards will face an acceleration of existing challenges and be compelled to address how they are building resilience and creating sustainable value in a rapidly changing business environment. With increased investor scrutiny and stakeholder considerations
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