by Hank Boerner – Chair and Chief Strategist, G&A Institute

The Business Roundtable (BRT) is an organization of CEOs of the largest companies in the U.S.A. — firms that generate a combined US$7 trillion in revenues, employ 15 million people, invest $ 147 billion annually in R&D, and provide healthcare and retirements benefits for tens of millions of Americans.

Member companies operate in every one of the 50 states and through the organization the nation’s top business leaders work to influence major societal issues — tax policy, infrastructure needs, trade and other issues..

This universe of large companies is where many institutional and retail investors place their bets on the economic future and enjoy some of the fruits of the efforts of the enterprises they invest in. 

Investors provide much of the capital that make the wheels go ‘round for the BRT companies.  Consider: investors in the BRT member companies received almost $300 billion in dividends.

And so investors have been a priority concern for the CEO members for the almost half-century existence of the Business Roundtable. 

The BRT’s long-term guiding philosophy seemed to many to have been rooted in the period four decades ago when influential economists such as Dr. Milton Friedman of the University of Chicago advised the CEOs that their primary duty was to look out for the shareholders first…and all else would fall in place.

Professor Friedman famously set out the agenda for major company CEOs and boards in his essay in The New York Times magazine in September 1970: A Friednzan Doctrine.

“When I hear businessmen speak eloquently about the ‘social responsibilities of business in a free-enterprise system’…the businessmen believe that they are defending free enterprise when the declaim that business is not concerned merely with profit but also promoting desirable social ends, that business has a ‘social conscience’ …” he began.

In doing this, he explained, those running companies believe they “have responsibilities for providing employment, eliminating discrimination, avoiding pollution and whatever else may be the catchwords of the contemporary crop of reformers…”

Only people can have responsibilities, the professor said. A corporation or business as a whole cannot be said to have responsibilities, even in this vague sense.

He concluded his 3,000 word anti-CSR screed with this: “…the doctrine of social responsibility taken seriously would extend the scope of political mechanism to every human activity. It does not differ from the most explicitly collectivist doctrine…” (Read: Communism; this was written in the days of the Cold War.)

Dr. Friedman saw corporate social responsibility as a “fundamentally subversive doctrine and that business had one and only one social responsibility: to increase profits so long as it stays within the rules of the game…”

In fact, the business managers / owners are, or would be if anyone else took them seriously, “preaching pure and unadulterated socialism.”

We Are In a New Era

We are almost 50 years away from the 1970 essay by the good professor.

The game has changed. The world has changed. The nature of the former Russia-USA standoff of the Cold War era has changed. Attitudes in the business (corporate) community have changed (witness the BRT “purpose statement”). Institutional investor attitudes have changed (see: sustainable investing). A vast array of stakeholders have entered this discussion since the 1970s.

So What Is The Purpose of The Corporation in the 21st Century – in 2019?

In 1997, the Business Roundtable issued its statement of the purpose of the corporation:  “The paramount duty of management and of boards of directors is to the corporation’s stockholders.”

No more.  This week, the Business Roundtable moved beyond the long-term “shareholder primacy” operating principle, releasing its revised “Statement on the Purpose of a Corporation” — representing a dramatic course change in the principle operating philosophy of this powerful, CEO-led organization.

The almost 200 CEO signatories pledged to: 

–invest in employees;

–deliver value to customers;

–deal fairly and ethically with suppliers;

–support communities in which they work; and, –generate long-term value for shareholders.

Each of stakeholders is essential, the Purpose Statement reads.  We commit to deliver value to all of them, for the future success of our companies, our communities, and our country.

Jamie Dimon, CEO of JPMorgan Chase is the current head of the BRT and played an important role in the dramatic shift of attitude in the official stance of the organization.  He sees this as “an acknowledgement that business can do more to help the average American.”

Adding color to this critical public re-positioning:  “Society gives each of us a license to operate. It’s a question of whether society trusts you or not,” Ginni Rometty, CEO of IBM told Fortune.

On its web site, BRT states “as leaders of America’s largest corporations, BRT CEOs believe we have a responsibility to help build a strong and sustainable economic future in the United States.”

We can say here that it appears that ESG and Sustainability basic principles are now “officially recognized” by the members of the CEO association — and have been enshrined in the declaration of the purpose of the U.S. large corporation.

The Purpose Statement does touch on numerous concerns of the sustainable investor – a good step forward for this powerhouse organization.

Perspective: This new BRT direction is about ESG / Corporate Sustainability / Corporate Responsibility / Corporate Citizenship — the issues and topic areas we deal with every day here at G&A Institute!

The BRT was created two years after the Milton Friedman essay appeared in The New York Times magazine (October 1972). Institutional investors were flooding into the equities market with relaxation of “prudent man/prudent investor” rules or guidelines of that the day. Large publicly-traded companies were the crown jewels of cities and towns (think: IBM, Hudson Valley, NY; GE, Connecticut; GM, Detroit).

The CEOs of that day — the predecessors to today’s BRT leadership — were operating in very different societal environments than in the 21st Century.

Congratulations to the CEOs who signed on to the new Purpose — no doubt the conversations with institutional investors will be centered in some ways on the new “official” BRT perspectives in the days ahead.

For the record, note that the BRT released its first sustainability report — “SEEing Change” — in April 2008 with 32 companies contributing to the report. The tally was 155 companies involved by 2017, with goals being set for E and S improvements.

We are following the discussion kick-started by the Purpose Statement and will have more to perspectives to share in the weeks ahead.

Our Top Story is the excellent Fortune feature on all of this by veteran business writer Alan Murray. It’s a great summary of the dramatic move by the CEO signatories this week.Click here to read the Business Roundtable’s “Statement on the Purpose of a Corporation” and see the list of corporate CEO signatories. 

The Top Story

America’s CEOs Seek a New Purpose for the Corporation
Source: Fortune – For more than two decades, the influential Business Roundtable has explicitly put shareholders first. In an atmosphere of widening economic inequality and deepening distrust of business, the powerful group has redefined its mission…

by Hank Boerner – Chair and Chief Strategist, G&A Institute

Those questions and more are often raised by managers trying to get the board room and C-suite attention – and support and resources needed — to launch or advance their company’s sustainability journey.

Here at G&A Institute our team has ongoing conversations with corporate managers about ESG / corporate sustainability and related topics.  What often comes up:  the “G” is challenging.  The questions raised include…

What metrics can we apply to show “governance progress” in our reporting?  Governance – that’s clearly a board room responsibility. What is measurable…and then reportable to be part of the ESG profile of the company?

How can we get the board’s attention to be able to keep them updated and involved in our company’s sustainability efforts? 

If we are staring out, how can we get the board’s attention to be able to help them understand the importance of corporate sustainability (we hear this from managers trying to get the program going and needing resources to be allocated).

What information does the board need to understand the whole topic area? (Corporate Sustainability / Sustainable Investing et al.)

Some answers to these and other questions are at hand in the advice from the World Business Council for Sustainable Development (the WBCSD) in the form of a commentary by the organization’s associate of redefining value, Johanna Tahtinen.  She offers perspectives and advice on Ethical Corporation’s platform.

To move from “nice to have” to “need to have”, she cites a McKinsey & Company report that found that a quarter of assets under management (globally) are now invested considering ESG factors, and what was a niche practice is now large and fast-growing.  Good for the board to know.

And, the World Economic Forum (WEF), the Davos meetings organizer, in its third Global Risk Report identified ESG as “…clearly becoming part of the everyday business realty and well as a fiduciary duty.  Good for the board to consider.

Governance metrics are a starting point and focus area for many investors, creating expectations for companies to integrate ESG “meaningfully into governance structures, management processes and disclosure”.  Clearly in the board room list of duties and responsibilities to address.

The influential WBCSD, Johanna Tahtinen explains, recently launched a project on governance and oversight to elevate ESG-related issues to the board room by supporting stronger decision-making, risk management and business resilience.

Good governance – assuring that this a high-priority in the board room – sends strong signals to the capital markets.  How do we know that? 

A recent study by WBCSD and Big 4 accounting firm PwC shows that investors (generally) have more confidence in the information reported and that governance metrics are a starting point and focus area for many investors today.

For the board room audience — the report put ESG in the risk category — it is all about risk, said Paula Loop, Leader-Governance Insights Center at PwC. She talked in February 2019 about risks, common misperceptions and the three stages of ESG with FEI Daily (the publication of Financial Executives International).

Her comments are of real value for you in assembling your board room presentation – check here:
https://www.financialexecutives.org/FEI-Daily/February-2019/ESG-in-the-Boardroom-A-Q-A-With-PwC%E2%80%99s-Paula-Loop.aspx

The advice for managers and senior executives for communicating the importance of ESG  to the board room from WBCSD includes:

• Integrating material ESG information into the corporate reporting processes and decision-making.
• Using consistent and comparable standards and metrics.
• Making sure the board of directors understands the importance of ESG.

You’ll find details on these and more information in the Top Story.

The Top Story

From nice to have to need to have: how companies can push ESG up the boardroom agenda
Source: Ethical Corporation – Johanna Tahtinen of the World Business Council for Sustainable Development explains how boards can improve governance systems to meaningfully integrate ESG 

by Hank Boerner – Chair and Chief Strategist, G&A Institute

We seem to love our “top 10” [etc.] lists; these are typically eye-catching headlines for published news and commentaries about certain subjects. (As in: the 10 things you need to know about…). 

In Adweek, the authoritative news and insights publication for brand marketers over the past four decades, we learn about “the five truths needed to create a sustainable brand”. 

This is from a commentary by columnist Bruce Mau (he’s a prominent designer, co-founder of Massive Change Network and Visiting Professor at Pratt Institute).

The “mad scramble to make brands more sustainable is in full swing,” he advised his corporate marketing and advertising agency executives audience.  And many companies are still getting it wrong.  So what are the correct steps?  He suggests five – and explains the nature of each.

The first misconception to address (and change) is that a new, splashy product is not true sustainability, which comes about through a series of incremental improvements. 

Think of a product that is recyclable and (then) what that may take to create, produce and market successfully (in the end, that benefits the society by addressing the challenge of too much waste still going to landfill).

Then, (another step) in the lesson learned is usually that “you can’t do it alone” – society is facing an ecosystem of problems, and we all need help in addressing these.  

No firm can address an industry’s issues all alone.  Collaboration is key; imagine when a client on the scale of a McDonald’s says it will be sustainable, what happens if every of its vendor follows suit.  (Wal-Mart has been the prime corporate / retailer example of this over recent years.)

As we here at G&A tell our corporate clients and the many corporate managers we speak to each week, sustainability is not a destination; it is a journey! And the journey involves many people beyond those few taking the first steps in the company…the crowd will grow as the journey ensues. The excitement builds with more people involved.

“Strategy” is of course a very familiar (and over-used) word in the corporate world. This comes down to us from Ancient Greece, deriving its meaning from the concept that this is the work of generalship – being a leader.

Successful strategy comes from the top and begins with “clarity,” and understanding, author Bruce Mau tells us. Pursuit of sustainability should be a key strategy of the corporate enterprise.

Finally, today there is capacity to track the world’s energy and material flow and create metrics to enable those who manage brands to make better decisions and build “reasonable, actionable sustainability strategies”. 

Simple lesson is (for corporate leaders) — the impact that brands and brand marketers make can be better measured and managed. For better or worse.

Giving all of us – brand marketers and consumers and a widening range of stakeholders – a better way to track our progress (or lack thereof) and to determine the impacts we are making on our planet and society.

There’s a small treasure of insights for you in author Mau’s Adweek commentary – our Top Story for you this week.

Click here for more about Bruce Mau and his “Massive Change Network.

Please let us know how we’re doing with our selection of news, research and commentary that we present in our Highlights! 

This Week’s Top Story

The 5 Truths Needed to Create a Sustainable Brand
Source: Adweek – The mad scramble to make brands more sustainable is in full swing. And while companies are right to tackle this issue, the truth is that quite a few of them are still getting it wrong. That’s because there are still a few glaring… 

by Hank Boerner – Chair and Chief Strategist, G&A Institute

For several decades now, investors have increasingly focused on issues involving executive compensation. 

Remember Graef S. Crystal?  Back in early 1990s the former compensation consultant to the nation’s largest corporations shape-shifted and became an author and activist focused on what he believed to be “excess” pay arrangements for U.S. corporate CEOs. (His 1992 book on the subject was a best-seller, “In Search of Excess – the Overcompensation of American Executives”.)

Crystal began his career at Towers Perrin, where he worked for two decades as a consultant to major companies on corp comp; he also taught at Haas School of Business (University of California, his alma mater). In later years Graef Chrystal was a leading commentator for Bloomberg News. (He passed away in April 2017.)

Every company faces the same questions, he explained in simple terms:  in terms of compensation of the senior management team, how much and how? 

In his work as a leading CEO comp consultant he explored the various approaches of the day and set the foundation for conversation about CEO comp over the ensuing months and years. (As corporate boards set compensation practices in place.) He was a major influence in his time as consultant in developing compensation programs for large public companies.

In 1989 he “switched” sides from advising Coca Cola et al and became a very vocal critic of CEO compensation schemes without having formal, accountable pay-for-performance systems in place.

For Crystal, It Was All About Pay-for-Performance

Let’s recognize here that much progress has been made in linking pay to performance over the years since Crystal’s (and others’) call for reform of the compensation packages of publicly-traded companies.  Institutional shareholder activism has certainly been a factor.

And as we have seen with the passage of new laws and operating rules of the road, there is increasing focus on CEO compensation. For example the Dodd-Frank legislation of 2010 – the the U.S. Congress attempted in the new statutes to address the issue. (The annual public report on the ratio of CEO pay to the median worker in U.S. public companies came about this way.)

The Dodd-Frank rules call for an advisory shareholder vote on the corporate compensation programs (the frequency of this vote to be approved by the shareholders).

The corporate proxy statement today greatly illuminates the board thinking in the structuring of basic executive compensation for the top executives — pay levels plus a growing variety of incentives.

More recently, there are calls from some institutional investors to have executive compensation tied to performance related to ESG / sustainability.

Authors Seymour Burchman and Blair Jones writing in The Harvard Business Review see “…the final link in the chain of improving corporate accountability for sustainability is to tie improvements to pay”. 

That gets us closer to Graef Crystal’s fundamental questions of how much and how?

These are real challenges for boards in considering the how of incentives tied to ESG — the number of possible sustainability improvement goals grows by the day. 

The long-term efforts to realize payback from most ESG initiatives don’t easily fit into the usual annual or three-year incentive timeframes. 

And then because incentives are typically tied to financial results…revenues, profit, returns…how do you weight the non-financial aspects of the business…and develop clear ROIs for ESG?

The authors — both experienced compensation advisors, like the late Graef Crystal — set out five steps to designing sustainability incentives to address these challenges and more to enable boards and management teams to create incentives that respond to internal and external stakeholder priorities.

Briefly, these are:

(1) reexamine the context – what are your measurements?;

(2) clarify the organizational scope – where to apply the incentives;

(3) quantify the duration (time horizon);

(4) consider the ends and the means – what are the goals?;

(5) and then structure the incentives. 

The authors spell out the specifics of each of the five steps.

The public discussion that Graef Crystal helped to start on the subject of senior management compensation more than a quarter-century ago continues today with varying expectations of investors about how much and how, but with far greater transparency on the part of companies about their plans.

We are now seeing companies acknowledging the importance of factoring progress in sustainability efforts into the pay packages. 

We think corporate boards and managements, and investors in the enterprise, will find the Top Story of importance in the context of the growing expectation that executive compensation will somehow reflect the continuing embrace of sustainability (or “ESG”) by public companies of all sizes in the U.S.A. – and by a growing number of mainstream asset owners and their managers.

This Week’s Top Story

5 Steps for Tying Executive Compensation to Sustainability
(Source: Harvard Business Review) – The final link in the chain of improving corporate accountability for sustainability is to tie improvements to pay. In our last article, we explained that companies should use incentives to motivate executives to tap big…