A global “mega-cap” company recently asked me to submit a briefing on how a boardroom of the future will look. This is an abridged summary of my report.
Democratization of governance
Your shareholders will nominate and elect your directors by electronic voting directly on your website. They will base their vote on the accomplishments of each director and track record of acting in the best interests of shareholders and the company overall.
Electronic registries and meetings will be the primary basis upon which shareholders select directors to your board. Director competencies will be fully disclosed.
Diversification of boardrooms
Your board will be 40% to 50% women and have far fewer CEOs on it in the next five to seven years. Your directors will be independent experts within their relevant strategic domains, will be quick studies, and will have access to the best learning of the company. They will request an Office of the Board be established. Board tenure will not exceed 9 years.
Corporate reporting
Reporting to shareholders will be fully integrated and online. Non-financial risks and internal controls will be independently assured. All reporting will be accessible, complete, accurate and independently validated.
Technology
Your board will be paperless and directors will have access to any piece of information they need to oversee and advise management. Technology will be used to attract and communicate with international directors. Risk appetite frameworks, established by the board, will translate into clear incentives and constraints using integrated firm-wide information systems.
Executive compensation
Executive compensation will be established by shareholder-directors. Professional standards will be imposed on any consultants retained by these directors. All compensation will be fully risk-adjusted and linked to performance. Current models and methods will change significantly.
Office of the Board
An Office of the Board will be established. It will house independent staff and resources available and accountable to the board and paid by the company.
Regulation of corporate governance
The unprecedented intrusion into the governance of companies will continue until most or all of the above reforms are implemented.
Conclusion
The above changes are significant and will fundamentally change the way directors are selected and how boards control management.
Some good thoughts on the future of corporate governance!
Assurance on non financial risks? Now there is a can of worms.
The applicable management and assurance standards are not developed like GAAP and GAAS in the US for financial accounting and auditing. For instance, what management and asssurance standards would you use to ensure that reputational risks are mitigated to acceptable levels?
Also the focus should evolve to shareholder value creation and value preservation, what I deem as value management versus the current focus on the ISO 31000 framework.
Michael I agree entirely that the standards and assurance processes for non-financial risks and reporting have not developed yet, certainly to the same extent that financial reporting ones have. However there is a strong push for integrated reporting and developing such standards for all companies (e.g., GRI, other).
Your point about reputation is an excellent example of this – probably the best. I don’t have the easy answer, but best practice boards and assurance providers are moving in this direction.
I do agree with your last sentence that the emphasis should be on value creation and preservation, vs compliance, generally speaking.
This is an excellent comment and thank you.
Richard
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I’m delighted that Dr. Leblanc took the bait and responded to my questions and concerns about his post. He filled out his vision substantially at http://corpgov.proxyexchange.org/2011/11/boards-of-the-future/
Thanks very much Richard. Keep that crystal ball spinning.
This might sound like science fiction but if we would have told somebody 20 years ago in 2011 families will communicate through blackberry around the Thanksgiving dinner table, they would have laughed! Technology development is evolving faster than ever in this era of computer and radio transmitters.
The boardroom of the future will dictate the stringent role for CIO. Technology will be widely used. It will increase transparency and improve communication internally and externally. The distance between board and investor will get closer and closer. The issue of integrity and privacy will be the main topic of the media. Controlling information and managing new innovative technologies challenges will create complex issues that will take more attention at first but as we surpass the learning curve will become more efficient in the long run.
Further, the issue of diversity will gain the new meaning. It will sound ridiculous to them that we had a discussion regarding man and woman or white and black. It becomes things of the past. At that time world become one and people are more cosmopolitan than ever. The board tenure will decrease and the frequency of the change will be more and more. The world get faster and faster as we step in the future. Pay and performance will have direct relationship. Consultant will program computers that will say what the pay should be based on what algorithms and performance measures .
Financial reporting will be more automated and computerized. All the assets will be tracked by RF-ID and financial reporting will be updated every second. Human error almost being eliminated but challenges will bloom in other areas that little human error can cause crisis.
The board will go through computer based training and certification programs in any location they desire as long as they can get connected to the server. There will be agency that will govern the board and committees. The agency will hold them accountable and responsible for every wrongful action accounting to gathered real time information and intelligence.
Al,
Thank you very much for these very valuable and insighful comments. I agree entirely! There is enormous change that has come, and will come, to the fields of corporate governance and technology. Thank you again – very insightful!
Richard