Board of Directors’ 2022 Checklist

Dr. Richard Leblanc, CMC-Canada’s board governance guru, recommends that effective Boards of Directors should focus on the items listed below in 2022.

To say that Dr. LeBlanc is the consultant’s consultant is understating his achievements and impeccable credentials.

As well as being a prominent governance lawyer, he is a Certified Management Consultant, and Academic Fellow of the Canadian Association of Management Consultants. You can follow his governance blog at Governance Blog

Dr Leblanc has served as an external advisor to boards that have won national awards and endorsement from institutional shareholders for their corporate governance practices, and has also acted as a corporate governance expert witness. He has conducted over two hundred director interviews and has studied, advised and/or assessed dozens of boards in action.

He is also an award-winning educator, consultant, author, speaker, and media commentator.

An Associate Professor of Law, Governance & Ethics at York University, he is a strategic advisor at the Institute for Excellence in Corporate Governance at the University of Texas at Dallas, and has taught corporate governance at Harvard University. Dr. LeBlanc has received several awards for his research and teaching, including recognition as one of the top-five university teachers in Ontario.

Dr. LeBlanc is the Editor of Handbook of Board Governance published by Wiley in 2020.

  • Revised Strategic Plan and KPIs
    The pandemic has recut most plans, and management should be coming forward with shorter term plans that can be overseen by the board. Strategy is not “out the window” or “put on hold” during the pandemic. Good boards, especially during disruption, will ensure management brings forward a staged plan, with board input, that reflects changing circumstances. Values, purpose, vision, mission, business model, value drivers, key performance indicators, and risks, should all be reviewed, in writing, and approved by the board. It is difficult for the board to re-assert itself if it lets go of strategy. Boards should be moving from crisis to strategy and performance oversight under disruption.
  • Digitization of the Business Model
    Boards should be thinking up and out, and never be in denial. I am seeing almost 50% of business models now comprising digital and data. Every organization has a business model wether management makes it explicit for the board or not. WFH has accelerated digitization, and boards should understand AI, IoT, blockchain and automation’s impact on the company’s business model. Boards that are very good will link the business model to directors’ skills.
  • Revised Risk Appetite Framework and Control Assurance
    Steady state risks have been replaced with supply reliability, inflation, succession, labor costs and retention, data integrity, economic, employee safety, social expectations, climate, digitization and regulation. As the risks change, the duty of care follows, with good boards having lines of sight to internal controls and assurance that the controls are working, as a prudent director under similar circumstances. Boards that wait, or do not act when risks change (including climate, discussed next), are at risk and may become a litigation or investor target.
  • A Path To Net Zero
    If a board delays action on the company’s path to net zero GHG emissions for want of more regulation and certainty, activist investors and plaintiffs’ attorneys may target (i) the company for not disclosing true climate risks; (ii) directors for breaching their duty of care by not acting as a prudent director would act under similar circumstances; and (iii) directors for not adequately considering the long-term interests of the environment under recent legal changes. Short-term steady progress to net zero carbon emissions, that is performance and industry benchmarked, using standard setters, and is accurately disclosed, will be on good boards’ agendas in 2022.
  • Data Security, Including Backup and Restoration
    When exfiltration and encryption have occurred, and threat actors demand a ransom be paid in crypto currency on the dark web, the company faces significant liability. NIST- and Five Eyes-benchmarked internal controls to protect the perimeter and crown jewels, with regular back up and restoration testing, avoids becoming a target and limits liability. Weak WFH cyber-hygiene and human error are addressed by good boards. A ransomware policy should be reviewed and approved by the board in 2022 if not already done.
  • Retention and Succession Risks
    Omicron variant illness (or worse if unvaccinated) and isolation is real, within key functions and sectors of at-risk employees. CEOs are unexpectedly resigning because of exhaustion. The HR committee should be reviewing contingency plans for key officer illness and emergency plans for the CEO because of health, resignation or otherwise. A similar succession plan should be reviewed by the board for key board leadership roles. Having an evergreen list and high potential talent on the internal bench should be reviewed by the committee and brought forward to the board for a full discussion in early 2022.
  • Employee Well-Being and Safety
    Loneliness, anxiety, depression, substance abuse and radicalization are going up under COVID-19 and remote work. Vaccine mandates, WFH policies and practices, and safety and wellness risk are not the prerogative of management and immune from board oversight. Good boards are exercising their duty of care and fiduciary duty to review all the foregoing, ensuring consistency with COVID regulations. Wellness outreach, CEO mindset, science updates, exit interviews, culture surveys and internal controls over an airborne virus are now standard reporting in leading boardrooms.
  • Robust, Accurate and Disclosed ESG
    Has the board approved which items within E, S and G will be the focus of management? Were the items strategic, peer and industry benchmarked? When the items were approved, were the performance measurements approved also, and independently audited against third party standards? Will performance by the company against the standards be full, true and plain? In 2022, boards should prepare for significant investor demands of all the above. Assume also that any self-interest, cherry-picking or sugar-coating, by management without board scrutiny, will be detected and acted upon by investors. Assume also that any competitive arguments against deep ESG disclosure will fall on deaf ears of both investors and regulators.
  • Financial Oversight and Stress-Testing
    As Omicron rages, has the board requested stress-tested financial statements under prolonged adverse conditions? Director duties receive enhanced scrutiny under financial distress, and boards are obligated to act even when management does not. Boards should pay particular attention to loan covenants, fair treatment of creditors, aggressive accounting, contractual obligations, impairments, deferrals, related party transactions, compliance with conditions of receiving government aid, insurance obligations, management forecasts and disclosure obligations.
  • Saying Thank You
    The last two years have been truly extraordinary. Board chairs tell me that an important item on their board’s agenda now is leading by example and saying, “thank you.” Saying thank you, authentically, to directors, to management, and to employees (and especially health care, educational and customer-facing) for their extraordinary sacrifice in the face of ongoing adversity. This gratitude should be communicated to all employees and key suppliers by senior management, for retention and goodwill purposes. See a very good example of this, here.

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Prior to founding Market Metrics, Greg's 21 years of corporate experience encompassed tech start-ups through Fortune 500 companies. He is an expert in subscription-based business models (including SaaS). Greg frequently performs consulting engagements on behalf of the National Research Council's Industrial Research Assistance Program (NRC-IRAP).