Are Boards Too Civil?

The work of boards has never been more challenging, and it only promises to bring even greater tests over the coming years.

Disruptive technology; the growing influence of environmental, diversity, and social movements; activist investors; and traditional shareholder demands each heighten the need for boards to act wisely and increase the pressure for quick and decisive action. The fallout from a still-raging global pandemic only further complicates the challenge.

Key to surviving and thriving under such demanding conditions is sound corporate governance, which helps ensure an organization's long-term performance and value creation. However, a recently published index from the Institute of Internal Auditors (IIA) and the University of Tennessee Neel Corporate Governance Center reports mediocre corporate governance grades for a broad spectrum of metrics for publicly traded US companies. Worse yet, two of the weakest areas across the companies studied are the board's willingness to challenge management and questioning whether information it receives is accurate and complete.

The 2020 American Corporate Governance Index (ACGI) reports a slight improvement in overall corporate governance scores, from a C+ in 2019 to a B- in 2020. While scores improved marginally across all eight of the index's guiding principles in 2020, there remain troubling questions about the give and take between the board and C-suite. The guiding principles are as follows:

1. Effective corporate governance requires regular and constructive interaction among key stakeholders, the board, management, internal audit, legal counsel, and external audit and other advisors. 2020 rating: B (83). 2019 rating: C+ (79).

2. The board should ensure that key stakeholders are identified and, where appropriate, stakeholder feedback is regularly solicited to evaluate whether corporate policies meet key stakeholders' needs and expectations. 2020 rating: B (86). 2019 rating: B- (81).

3. Board members should act in the best interest of the company and the shareholders while balancing the interests of other key external and internal stakeholders. 2020 rating: B (85). 2019 rating: B- (80).

4. The board should ensure that the company maintains a sustainable strategy focused on long-term performance and value. 2020 rating: C+ (79). 2019 rating: C (75).

5. The board should ensure that the culture of the company is healthy, regularly monitor and evaluate the company's core culture and values, assess the integrity and ethics of senior management, and, as needed, intervene to correct misaligned corporate objectives and culture. 2020 rating: B (86). 2019 rating: B- (82).

6. The board should ensure that structures and practices exist and are well-governed so that it receives timely, complete, relevant, accurate, and reliable information to perform its oversight effectively. 2020 rating: C+ (79). 2019 rating: C+ (78).

7. The board should ensure corporate disclosures are consistently transparent and accurate, and in compliance with legal requirements, regulatory expectations, and ethical norms. 2020 rating: B (85). 2019 rating: B (83).

8. Companies should be purposeful and transparent in choosing and describing their key policies and procedures related to corporate governance to allow key stakeholders an opportunity to evaluate whether the chosen policies and procedures are optimal for the specific company. 2020 rating: C (75). 2019 rating: C- (72).

Indeed, the index, which surveyed chief audit executives (CAEs) from 131 companies, found that more than one-third of respondents (34%) believe their boards are not willing to offer contrary opinions or push back against the CEO.

Of all the guiding principles, the 2020 ACGI reported some of the biggest improvements in board performance (principle 3), which saw a five-point jump year over year led by solid progress in boards' technical expertise on risks, self-evaluation, and follow-through on improving weaknesses. Yet, CAE evaluations of their boards' willingness to offer opinions that conflict with the CEO remained relatively flat.

Boards must be invested in understanding and monitoring the health of corporate governance within their organizations, and the index provides helpful insights on a number of metrics to measure that health. Two of these insights further support the notion that clear and direct communication with the C-suite enhances overall governance.

The data show that certain management reporting structures and internal audit reporting lines correlate to stronger governance in companies reporting annual revenue under $10 billion. Respondents who described reporting structures as “fairly simple”—where material issues make their way to the CEO within one or two reporting lines—are “substantially more likely to have high governance grades,” according to the index report. As for internal audit reporting lines, 43 percent of responding CAEs who report administratively to the audit committee and 42 percent who report directly to the CEO rated their organizational governance as high. In contrast, just 29 percent of CAEs who report administratively to the chief financial officer rated their governance as high.

Another key observation in the ACGI report should give board members pause. The index principle that measures how organizations evaluate corporate governance (principle 8) was the least effective of all principles for the second consecutive year. While it saw some improvement—boards are discussing the issue more and seeking feedback on corporate governance efficacy—routine formal evaluations of overall corporate governance remain weak, according to respondents. “Without effective evaluations, organizations risk missing warning signs of weaknesses or vulnerabilities that can lead to governance breakdowns,” according to the report.

When the IIA and the Neel Corporate Governance Center developed and introduced the index, the intent was to have it foster the highest level of corporate governance. Some may take comfort in the slight improvement in 2020 index score, particularly amid the COVID-19 pandemic, but attaining the highest level of corporate governance should be the aspirational goal of every organization. Any rating less than A+ reflects room for improvement—and that there may be too much civility in the boardroom.

Now more than ever, board members must stay informed and be willing to ask probing questions, challenge management assumptions, rock the boat if necessary, and, frankly, risk their future on the board by being less (if only a by a little) civil. In short, board members have an obligation to bring professional skepticism to their roles.