" Effective Boards of Directors in Crisis Times"

 Academic Experts on Governance respond to 7 Key Questions.

 

 

 

FOREWORD

 

Corporate governance remains a poorly understood but hotly debated topic in Ukrainian politics even during the quarantine. Few remember that back in 2014, we had not a single professional, independent supervisory board in any of Ukrainian state-owned companies. International financial audit by Big 4 was conveniently regarded as ‘unnecessary’ or ‘too expensive’, publishing financial statements was not mandatory (!),top managers were all appointed through political quotas and treated appointments to the jobs that paid USD 500 a month as a pinnacle of their political carriers. Illegal enrichment was widespread and commonly acceptable. That year cumulative loss of all SOEs in Ukraine reached USD 10bn. The record in the private sector wasn’t much better. Successful entrepreneurs, blinded by own success or pursuing fraudulent agenda, often used same excuses as politicians for not adjusting corporate governance standards in their companies after raising external capital. It wasn’t long until many publicly listed companies were ran into the ground, investors and creditors lost billions of USD and country’s reputation as an attractive place to invest was massively damaged.

Ukraine became the last country in Europe to introduce 3G, Ukraine became one of the last countries to introduce proper corporate governance rules and legislation back in 2015-2016, as well. Just as the case with Prozorro public procurement system, by starting late, we had a chance to learn from mistakes of our neighbors and introduce some of the best practices there are out there. The gold standard in the corporate governance world are the OECD principles for corporate governance. All successful countries are following them. Corporate governance, accountability standards are, in a rapidly changing world, constantly evolving and improving because societies are requesting for higher level of disclosure, transparency and consideration of interests of all stakeholders. Ukraine has started to build foundations for good governance standards back in 2015-2016 by obliging SOEs to publish financial statements, by introducing mandatory audit by Big 4, by raising salaries to market levels to attract talent and fight corruption and by creating independent boards so that companies were insulated from political interference. As a result, losses turned into profits for SOEs, many attracted some of the most successful industry experts to their management and supervisory boards, successful debt raisings on international markets to fund expansion became a common place. Like every transition, Ukraine’s path to proper governance in both private and state companies, comes with multiple bumps on the road, yet rolling back on the progress made would border the catastrophe. Both for companies that are bruised by the corona crisis but also for the public image at home and abroad since SOEs were always the main pit for graft and corruption and going back on the reform would mean returning back to tolerating embezzlement of tax payers’ money on a grand scale again.

Ukrainian Corporate Governance Academy was born out of necessity to cement some of the early achievements in introducing major changes in the way SOEs are governed. It was born out of necessity to reach out to the brightest minds in this field among global academia so they share the latest developments and ideas with the progressive Ukrainian entrepreneurs and government officials. As a Chairman of our young organization, I want to thank INSEAD, the greatest educational institutional of all, and its staff (Ludo Van den Heyden most of all), for being such an invaluable and reliable partner from early on. This timely document is yet another manifestation of our strong cooperation and will certainly serve as a guiding manual for many of our students during those extraordinarily turbulent times.

 

Aivaras Abromavicius,

UCGA, Chairman of the Board 

 

 

Dear Board member,

Facing a crisis requires more governance not less, and more mindful, decisive, and proactive boards.

The document that follows aims to be a valuable, ready-to-use, compendium on how the essentials of governance and of board work should be deployed in and adapted to an unprecedented and unexpected crisis situation.

It is structured as responses to seven questions by four of INSEAD’s corporate governance program directors: Peter Nathanial (International Directors in Banking Program), Tim Rowley (International Directors Program), Joe Santos (Advanced Strategy for Directors), and Ludo Van der Heyden (International Directors in Banking Program and Advanced Strategy for Directors).

The responses also illustrate the contribution of the faculty of INSEAD’s Corporate Governance Center in promoting good and sometimes advanced governance practices globally, in collaboration with leading national institutions. In this case, the Ukrainian Corporate Governance Academy -- UCGA -- a young and active organization, that very early in its history enlisted the support of INSEAD and its Corporate Governance Centre, and also took the initiative for the production of this document.

With our thanks and our very best wishes for corporate governance in Ukraine,

 

Jose Luis Alvarez

Academic Director of the INSEAD Corporate Governance Centre & 
Mubadala Chair in Corporate Governance at INSEAD

 

 

INTRODUCING OUR ACADEMIC EXPERTS

 

Peter Nathanial is an Adjunct Professor at INSEAD and co-Director of the Modern Governance in Banking Program (also called the International Directors in Banking Program).He also teaches Corporate Restructuringas part of the INSEAD MBA Program in Fontainebleau and is a Fellow of theINSEAD Corporate Governance Centre.

PeterNathanial is a crisis management specialist who provides strategic risk management, restructuring, and corporate governance advice to major Financial Institutions, Central Banks, Governments, and other International Organizations from around the world.

Peter has been a partner of the boutique merchant-banking firm Impala Partners since late 2009. Impala Partners advises distressed companies and situations around the world. He is also a member of the managing partner and investment committee for the Kilimanjaro Credit Fund.From 2007 to 2009, Peter was the Group Chief Risk Officer and Member of the Executive Committee for The Royal Bank of Scotland Group. He was responsible for over $3 trillion in assets on the balance sheet and for working through the financial crisis. He established and managed a “bad bank” and a global loan-restructuring group within the Group.Before this, Peter spent over sixteen years at Citigroup, holding a variety of senior business management positions in New York, Zurich, London, Moscow, and Warsaw. In his last role at Citigroup, he was a Senior Corporate Officer / Managing Director and Head of Global Risk Oversight and Investments based in New York.

Peter brings a wealth of crisis, restructuring, and corporate governance experience to clients and now to his INSEAD students, a commitment he made only a few years ago and which forces him to reflect and articulate further on his views on these topics.

 

 

Tim Rowley is a Co-Director of the International Directors Program as well as theLeading from the Chair Program.  He is aVisiting Scholar at INSEAD and a Distinguished Fellow of the INSEADCorporate Governance Centre

Tim is also afaculty member at the Rotman School of Management, University of Toronto, where he also directs the Clarkson Centre for Board Effectiveness. His research interests cover corporate governance, strategic alliances, and stakeholder and social issues management. He is the author of a large number of academic publications and also is the Co-Editor of the journal Strategic Organizations. The International Association for Business and Society awarded Tim and his co-author Shawn Berman The Business & Society Article of the Decade 2000-2010.

Tim is the Canadian National Academic Director of the Institute for Corporate Directors’ various governance programs, developing and overseeing governance training for over 3,000 directors in five Canadian cities.

Tim loves his interactions with board members, which he learns from as well as hopefully, they learn from him.  These include the attendees ofthe International Directors Programand Leading from the ChairProgram at INSEAD.He also regularly interviews board members and chairs for his research.  All these interactions have shaped the views that he shares in his answers below.

 

 

José Santos is an Affiliated Professor of Practice in Global Management, co-Director of the Advanced Strategy for Directors Program, and a Fellow of the INSEAD Corporate Governance Centre.

José F.P. dos (Joe) Santos started an academic career in engineering in his hometown of Porto, but soon after moved into the managerial world. He learned to be an executive and a managing director in the aftermath of a revolution in his country. Joe eventually assumed for ten years the Managing Director role in an Italian multinational group. After twenty years in business, Joe decided to retire from his successful and intense executive career, and devote himself again to scholarly work, a dream from his youth. He left Italy and joined INSEAD. Joe’s research and teaching focus are on the management of the multinational enterprise, particularly the management of global integration and global innovation. After the ‘2008’ crisis, Joe decided to complement his research with corporate governance.

Joe is also a“Professor CatedraticoConvidado” at UCP, Portugal, and was a Senior Lecturer at MIT Sloan.  He regularly presents in conferences around the world and works with top management teams of multinational corporations from Europe, the Americas, and Japan. The book From Global to Metanational: How Companies Win in the Knowledge Economy, co-authored with Yves Doz and Peter Williamson, was published by Harvard Business School Press.

Joe wishes to share the following pre-amble regarding his statements in this report: "I chose to interpret the 'crisis' in questions 2 to 7 as a crisis comparable to COVID-19. My answers are not for a generic 'crisis times,' but for now and for future critical times. As crises go, COVID-19 is of a rare type – singular, global, complex, radical –, impacting the world and the business environment around the company, not just the company or its people, and ultimately capable of bringing about a 'new normal.'  I deem such crises as critical crises or tipping crises.”

 

 

Ludo Van der Heyden is the INSEAD Chaired Professor in Corporate GovernanceandEmeritus Professor of Technology and Operations Managementat the school.He is a co-Director of the Advanced Strategy for Directors Program and of the Modern Governance in BankingProgram (also called the International Directors in Banking Program). He is the Founding Director of theINSEAD Corporate Governance Center,

Before joining INSEAD, Ludo was on the faculty of Yale University (1980-1988) and of Harvard University (1978-80). He holds an Engineering Degree in Applied Mathematics from the UniversitéCatholique de Louvain and a Ph.D. Degree from Yale University. Ludo has been co-Dean of INSEAD (1990-1995) and Director of the INSEAD Zentrum Leipzig (1994-1999), created to contribute to the reunification of Germany and Eastern and Western Europe.He learned a lot about management while directing, alone and with colleagues, the Advanced Management Program at INSEAD from 2000 to 2008.

Ludo is, since June 2019,an independent member of the Board of Naftogaz of Ukraine, of Seisquare, a software company for estimating natural resource reserves, and was for many years a member of the Advisory Board of Bencis Capital Partners.   

The importance to society and businesses of boards and effective governance is evident to him.  This conviction motivated him to convince INSEAD to start addressing the needs of board members and executives in its mission as a business school.  He also is a fervent supporter of Ukraine, leading him to respond positively to the invitation of the UCGA founders to help set up the Academy and its activities.

 

QUESTIONS ON GOVERNANCE IN CRISISTIMES

 

  1. What do you see to be the primary role or roles of the board?

  2. Would you say boards have a lesser or more important role in crisis times?

  3. What is different for boards during crisis times?

  4. What are the characteristics/features of boards that are effective in allowing a company to survive a crisis?

  5. What are the key issues that boards need to pay particular attention to during a crisis?

  6. What should boards not do/abstain from doing during crisis times?

  7. What should boards not forget to do or pay attention to during a crisis?

 

 

ANSWERS FROM OUR ACADEMIC EXPERTS

 

  1. What do you see to be the primary role or roles of the board?

 

Peter Nathanial_The board of directors is the steward of the institution. It is collectively responsible for the enterprise and relies on the personal integrity, competence, and assertiveness of the individual directors to ensure that the best short and long-term decisions for the institution are made. Specifically, it needs to approve the strategy, ensure there is an appropriate risk and controls framework, and manage (all) stakeholders.


Tim Rowley_I like to think about the board’s role in three steps.  The first step relates to the core purpose of boards: ensure the long-term value of the organization.  We can think about value as maximizing some desired outcome or, in our current situation, in terms of survival.  So, as a first step, the board must answer the defining question, "what is value to this organization?"  This question is answered by considering the interests of shareholders/owners and other key stakeholders.  This exercise is more difficult for a government agency and not-for-profit organizations, andprobably more crucial for less straightforward.  Once the value is clear, the board can think about the specific roles it has to assume effectively to contribute and induce value creation.

Step two is to translate shareholder and significant stakeholder value into the mission and goals of the organization.While management builds the strategy, the board is responsible for ensuring that the chosen strategic direction aligns with the values defined by shareholder and stakeholder interests.This crucial and challenging task can beentirely missed.

Step three involves the execution of that strategy: to ensure that management executes the right strategy and one that aligns with mission and goals. This role has two essential pieces. The board must act as an oversight body, ensuring management is working for shareholder and stakeholder interests.Many boards are comfortable in this role, acting like police officers or parents overseeing management.Besides, the board must ensure decision-making effectiveness by mentoring and coaching the management team.In this capacity, the board assists management by identifying blind spots, being the "sounding board" for management's ideas, and supporting their development as executives. This role is sometimes missed or discounted by boards even though it is critical to generating value.


Joe Santos_ In my view, the primary roles of a company's board are:

  • to assert and enforce all company-specific principles;
  • to safeguard the integrity and effectiveness of the company, be it as a legal entity and as an enterprise;
  • to determine the pecking order of the company’s stakeholders; and,
  • to ensure that the history of the company's performance is maintained and available for future directors and executives of the company.

These four roles are to be performed solely by the board.


Ludo Van der Heyden_The primary role of the board is to assume legal responsibility for the organization it governs.A company is a so-called moral person and holds rights and responsibilities similar to a person.  Society wishes companies to be responsible actors and wants that responsibility located somewhere. The board of directors is that place. Shareholders come and go, so do executives and employees, but responsibility for the corporation, its errors, and mistakes, rests with the board.

Now, most of usare willing to assume responsibility if we have autonomy in decision making: it would be too easy for some to call the shots, while others are held responsible for the outcomes. The independence of boards can create tensions between boards and shareholders and between boards and executives, as the latter like autonomy too.Governance amounts to the proper exercise of this autonomy within a given (legal, owners, regulatory) framework.

This exercise is necessarily full of tensions.One of the significant pressures lies in balancing between long term sustainability of value creation and short-term interests such as dividends to shareholders (limiting investment and growth) and excessive benefits to senior executives and employees. Governance involves necessarily the management of conflict of interests and also biases that people hold when they come to discuss these vital questions.

Important decisions boards make concern strategy, people (CEO and senior executives), financing of the business and its future through investment, and rewarding those that contribute to the enterprise, be they dividends to shareholders or remunerations of critical employees.

 

 

  1. Would you say boards have a lesser or more important role in crisis times?

 

Peter Nathanial_I would say they have a more active role in a time of crisis. Boards are equally vital in or out of a crisis. However, during crises, there needs to be a bias to act in the organization. Such bias often requires exceptions to or additional authorities from the board of directors. Hence, the board tends to be more engaged in crisis times than in standard times. The decision-making and the regular administrative processes need to be accelerated to ensure the board is aware of the situation, the impact of the crisis on the institution, and the actions being considered and taken.


Tim Rowley_As Professor of Governance, of course, I'm going to say that boards are always relevant.  However, I must admit that boards are most crucial in times of crisis or any other event that is different than "business as usual." A board reminds me of an airline pilot.  With all the automation in the cockpit, pilots can allow the technology to operate many tasks involved in flying the plane safely.  But when something goes wrong, the pilot must be there to address the unexpected. The board is always essential, but, as a pilot in a plane, it is critical when facing issues for which no operating procedures or plans exist.


Joe Santos_ Amore significant role, and much more so. A critical crisis – like COVID-19 – brings about the most severe test to the integrity and effectiveness of the company, both to the legal entity and the enterprise performance. 

Board intervention is likely to be required early on to alter the pecking order of stakeholders, a rare but crucial decision as any crisis has differential impacts on stakeholders. Crisis times also call for re-enforcing all company-specific principles as the fixed guide for executive action, while using company history to assist chief executives who typically have a lesser experience of the company.    


Ludo Van der Heyden_When everything goes well (which is not that often the case), boards do not necessarily have to be very active.  But when there is a crisis, people quickly call for responsibility – and that points to the board.  Origins of crisis unfortunately often go back to the board, like when the board hired the wrong CEO or did not supervise the business sufficiently, did not identify significant flaws in operations, or allowed excessively risky decisions.  Crises due to poor execution originate (in a physical sense)inside the business. The board does not execute, but delegates execution and is responsible for it.  But, there too, the fire often goes back to a lack of supervision, including safety.  Quite often, a board may not have cared sufficiently about the business and may have been too far to know accurately. CoViD is quite different in that respect because the origin of the crisis lies outside the firm. But some companies bought masks for their employees while others did not.  Some board members, sawing events unfolding in China and Taiwan, immediately challenged executives and board members, while others did not. Theseare risk oversight issues and hence are board issues.  Active scanning of what might be coming on the horizon and affect the organization, its markets, and stakeholders is good board practice.  

 

 

 

 

  1. What is different for boards during crisis times?

 

Peter Nathanial_ During a crisis, there is an increased level of pressure on boards to make decisions more rapidly and without the availability of complete information. The flow of data from the organization and from management to the board needs to take place much faster than regular times. Sometimes, it will be in response to a board request to understand a particular business activity, or geography, that is impacted by some type of crisis. A crisis is also the time that directors need to be resourceful and use their relationships and contacts for the benefit of the organization. They need to lead by example and ensure that the morale of management and the organization is high. This requirement becomes more challenging when particular businesses need to be sold or closed. When this is required, action should be swift and honest. The remaining people need to be incentivized and motivated to meet the goals set to navigate through the crisis, formally through a key employee retention program (KERP). In a crisis, more than at any other time, boards need to ensure that the organization has the right people in the right jobs.


Tim Rowley_Everything! You will need to get closer to the organization in terms of more meetings and more phone calls.  The board and management need to be a well-functioning team.  I know some boards that have had daily phone call meetings during crises.  So the most significant change is your time – be able and willing to commit more time!

Second, it is imperative to support the CEO.A crisis is a highly stressful time for management.The CEO will be alone and dealing with issues she/he has not seen before. It is not a time for the board to be critical but rather to partner.The CEO needs the board to listen and consider options.Working together in the spirit of "effectiveness" rather than "oversight" is helpful (see my answer to question 1).


Joe Santos_ Decision making becomes very different. Critical crises are times of high absolute uncertainty, the uncertainty that is not reducible to risk. In such times, decision-making cannot follow the usual canons of future orientation, such as expected value or portfolio thinking, let alone "vision." Judgment must flow from principles and history, from what is unwavering, from the accumulated experience of past changes in the history of the company.

The mode is different. Crisis times are highly paradoxical: they are times of great danger and also opportunity. But not at the same time. The shock may be an instant, but the crisis is a dynamic process. Timing is of the essence. The danger comes first, opportunity later. Boards should first focus on existing vulnerabilities and the "short-term," and let the executive team dedicate itself entirely to managing and ensuring operational continuity. Later, and separately, boards should focus on the existing capabilities of the company to nudge its business environment and effectively deal with the opportunities that will start to materialize – and create a superior performance going forward.


Ludo Van der Heyden_The objective suddenly shifts from making money to survive.  Time is of the essence.  The game is to move ahead of the crisis, not stay in reactive mode.  Meetings multiply, attention span becomes much higher.  And, amidst this, one thing is sure: in crisis, the board cannot afford to make many mistakes. A single one can be fatal to the organization.  Hence, one must be prepared for and understand the crisis one is facing.  Most CEOs enter a crisis perhaps not even having managed a single disaster in the past; a good board, in contrast,will have individuals who together might have lived through 10 or 15 crises.  Having a deep crisis experience on the board then becomes invaluable for a CEO who never had to manage a crisis before.  For these reasons, crisis governance also calls much more than in regular times for crisis experts who know how to contain and then kill a fire.

 

 

 

 

  1. What are the characteristics/features of boards that are effective in allowing a company to survive a crisis?

 

Peter Nathanial_ To focus the management on the right issues and help the organization come through the crisis, the board needs to frame what the crisisis actually about. A good board in crisis can quickly assess the critical issues from the management and their information.

The board needs to remain calm and level-headed through a crisis. It needs to provide a "steady hand" to management and the organization. This steady hand will help both the board and the management retain credibility, which is vital in a crisis. It needs to establish a high level (sometimes longer-term) goals, as well as short term milestones. It needs to be able to convene either in its entirety, or in a subset, or crisis subcommittee, with short notice. And it needs to be able to make decisions rapidly while keeping all the directors on the same page concerning information and the solicitation of individual directors' input.

When a board can frame the issue thoroughly, it is then able to establish effective measures, in conjunction with goals and objectives for management. Resources must be allocated to those areas that will make the most significant impact in resolving the crisis. Boards may decide remuneration levels that are much greater for certain people in high impact positions. Finally, as many things are going on at the same time, it is useful that the workload is relatively evenly distributed among the directors, starting with committee work.That builds team commitment and engagement on the board.


Tim Rowley_This is an excellent question because the qualities I see as most important are also the ones that most often are absent during crisis.

  • Calm– in the face of stress, tension, and pressure, a calm board provides the right tone.  Be committed but calm.
  • Data-Driven – when we experience unexpected or black swan events, it is easy to guess and make predictions based on little or confusing information.  Good boards rationally gather data and information (step 1).  The critical question then is, "what don't we know?”
  • A Well-trained TEAM– Boards that are good in crisis have “practiced” in good times, so they are a capable team.  There is lots of trust and not many egos. 
  • Financially Aware – excellent financial skills are critical in a crisis.
  • Networked – board members have good networks of outside contacts that will allow them to gather information and influence decisions such as government policy changes.
  • Crisis Seasoned – they have been through difficult times before. If you don't have this strength on the board, a crisis expert is a worthwhile expense.
  • Know the business – while it is too late to gain knowledge about the organization during the crisis, great board members have a deep understanding of the company and thus can consider the "ripple' effects of issues.

Joe Santos_ Boards need to include direct experience of periods of absolute uncertainty, as well as in-depth knowledge of the company principles and history, and with a good grasp of the company as an enterprise, of its path-dependency and resource-dependency – namely, of financial resources and obligations.

Surviving a crisis often calls for broader and more profound forms of external cooperation and access to resources. Therefore, boards with significant social capital are vital.

Crises are not times for ambiguity, nor for "if …", nor for "but …", not for "grey." They call for clarity in decision making and decisiveness, for "black" or  "white" – an exclusive "or." Ambiguity heightens the level of anxiety and distress created by the crisis at the individual level, and fosters divisions in the company, paving the assured route to destruction. Boards need to be a model for the rest of the company.

Finally, a crisis is a clear and imminent opportunity for an objective review of the board performance. First and foremost, in such an analysis, is whether the board ensured the preparedness of the company for the crisis (stress tests, continuity plans, shock management procedures, and so on). Such preparation is a board responsibility, not a managerial one, as it is the board that safeguards the integrity and effectiveness of the company.


Ludo Van der Heyden_The first must be crisis experience amongst board members. Most crises share patterns with previous (or like CoViD-19 other unfolding) crises.Understanding these patterns allows faster detection of an emerging crisis and more effective handling of the crisis.  Hence, diversity of board experiences and backgrounds are beneficial too since that grows the collective experience base and crisis knowledge on the board.

Close second – as it derives from the first characteristic - is knowledge on how to fight and manage a crisis.There are some fundamentals here: framing the crisis early and accurately, exploring one's options, building multiple lines of defense, a bias for action, quick and forceful decision-making, regular evaluation of progress, and rapid adjustments as a function of new information.These are some common characteristics of successful attempts at beating a crisis.

 

 

  1. What are the key issues that boards need to pay particular attention to during a crisis?

 

Peter Nathanial_Is the board aware of the external perception of the institution, i.e., the public, customers, regulators, etc.? Every institution has its levers of power. The board needs to have a clear grasp and command of these levers. Depending on the industry, these may be key supplier relationships, or government regulators, or funding and liquidity providers, etc.Be open to bad news and the truth, be prepared to change your views.


Tim Rowley_Here is a list of critical items I gathered from a group of 20 board chairs.  It is not a checklist that will fit all organizations.  Instead, it is a starting point that can be customized for your board and your organization.  For example, there is a big difference between organizations with and without ample cash reserves. 

  • Cash Flow – this is the most critical metric, and the ability to predict cash flow under different possible scenarios is invaluable.
  • Sales versus Expense Reductions – in crisis expenses decline slower than sales – what is your expense reduction plan, and how will you see sales declines before they happen?
  • Account Receivables and Payables – manage these accounts effectively to preserve cash and sales.
  • Credit line – draw down any lines of credit now so that it is available if you need it, don’t wait and let banks rescind credit lines.
  • Employee Safety – the board must oversee the safety and health of employees, do not fail the trust of employees as it will be challenging to earn the trust back.
  • Annual Budget – you must start over with new objectives and a new bonus structure (if possible).  The short-term view has completely changed, and “value” has to be re-defined.
  • Headcount – time to stress who is most critical and how to raise productivity.
  • Capital Spending – ensure that it is stopped or at least limited.
  • Supply Chain Interruptions.
  • Morale – during a crisis, managers and employees can “go dark.”
  • AND – a plan for resuming operations and bringing customers/clients back.

Joe Santos_ During a critical crisis, the human condition becomes an imperative, not a choice. The people and the organization of the company must lie at the top of the board's agenda.

The integrity of the legal entity is also a vital issue for the board to keep in mind.  So are the obligations of the company, and more so than in regular times. Handling the legal rights of the company requires delicate care, as trust, solidarity, and cooperation are also imperatives during a critical crisis.

The review and support of a new chief executive or a new executive team, recently appointed before the crisis, is another vital issue. This review and support are especially valid when executives came from outside and from different businesses. Boards may have to consider reassigning such executives – as they lack the experience and relationships to handle operations and business continuity during the crisis.

The level of preparedness for the opportunities to come, as the crisis unfolds, is another crucial issue.  It is a task that could best fit recently appointed executives.


Ludo Van der Heyden_ One of the keys of successful crisis management is to identify what the key battles are for conquering the crisis – and what are the easiest ways to measure whether one is winning these battles or not.  Once well-chosen and articulated, these parameters create a sense of progress.  They build confidence that the leadership is leading the troops to victory.  Coming forward with a set of scenarios that are credible and that allow us to hold the fort is what people wish to hear. And then informing all that milestones are indeed being met. That is always the best news.

 

 

 

  1. What should boards not do/abstain from doing during crisis times?

 

Peter Nathanial_Leave everything to the CEO and management. Not be engaged. Not understand the issues in the institution affecting it. Don't agree to anything it doesn't fully understand. Ignore the staff. Panic. Become too authoritarian. Look backward to blame people for why they are in a crisis (the retrospection should wait for when the crisis is over).


Tim Rowley_I think the biggest mistake is for the board to move into management territory – that starts acting like managers. Your job is to oversee and support, but remember the management does the execution.  So, it is only under extraordinary circumstances and only after a full discussion and agreement that the board takes on specific tasks that would typically be management's responsibility.

As mentioned above, the other big mistake I see is board members overreacting and basing their opinions on minimal information. For example, board members sometimes conclude what customers will do based on their own or their families' behaviors.We call this small sample size reasoning, and it is dangerous.Few board members are like the organization's average customers.During times of crisis, board members are more likely to make this mistake. Again, get the data!

The other mistake is to blame. It is not time to blame others for why this is a crisis. (Do not follow President Trump who is currently blaming the WHO for the drama unfolding in the US.)It is time to look for solutions. Identifying the sources of the problem is essential to generate effective solutions.Pointing fingers will create political behavior and increase the tension, which will be counterproductive.


 

Joe Santos_Boards should not interfere with, nor confuse the chief executive or the executive team – and abstain from having committee meetings or other activities that consume executive attention and time. Prevent non-executive or outside board members with a successful career as chief executives from meddling with or chattering about the management of the company.

Crisis times are times to value unity, not unanimity. Avoid groupthink altogether. External displays of disagreement with a board decision by a member of the board, even only to the executive team, should be met with severity.

The role of the chair becomes critical in all of the above. But avoid almighty chairs, namely those that got their might from a successful career during standard times.


 

Ludo Van der Heyden_Framing the crisis poorly or wrongly, delegating fighting the mess to the management, be guided by the wrong indicators of progress, not watching the cash, not communicating clearly or regularly, talking too much, not paying attention to the emotions of people, not being present or aware, hoping to return to the past, not using the crisis to make tough decisions, fighting at board level or with the management, not having sufficient or adequate resources to fight the crisis, deciding on too many changes and having too many interruptions, not having the data or a clear sight of what the emergency is about and whether one is winning, staying on too long and relying on people that either burned out or are unfit to fight, no pit-stops to evaluate what one needs to adapt.  In a word, making things worse.

 

 

 

  1. What should boards not forget to do or pay attention to during a crisis?

 

Peter Nathanial_The board should continue to consider what else could happen, including how it could get worse. It should also have planned should those things eventuate. Members of the board need to maintain their independence, and they need to be assertive, more than in regular times. They also need to think about the future, i.e., when the institution is out of the crisis. Always keep the institution's stakeholders informed and stay low-key. Avoid surprising people, and too often!


Tim Rowley_This question has been covered earlier.  There is so much to do.  Let me end with one thought as a motivation for your board work during a crisis.Once management and the board have analyzed the situation and have done so quickly, do not be slow in implementing reasonable change. 

I often don't like analogies to science, but during a crisis, organizations might follow the lessons from biology. Darwin famously said that survival is a function not of who is the strongest or most intelligent, but the most adaptable to change. What I have tried to encourage in my answers to these thoughtful questions is that boards must enable and support necessary change.

Foremost, good luck to all of you – luck being a tremendous resource in a crisis – and beeffective! 


Joe Santos_ Even at the height of a critical crisis, boards should never stop considering, discussing, and displaying their commitment to the future of the company. And, again, do it without consuming too much executive attention.

They should encourage the executive team to put in place some new, but assured technology in some readily visible activities so that the commitment towards the future of the company is never in doubt to everyone inside and outside the company.   

Boards need to continuously understand how the crisis is unfolding out there, what is becoming known, what remains uncertain, what kind of new dangers and new opportunities are emerging. 

For that, they will need expert advice. But not the usual ones. Seek experts in the humanities and the social sciences. Listen to anthropologists and business historians. Talk with experienced executives, board members, and retired leaders from various “emerging markets,” and reflect with them about the experience of living and leading during problematic, but hopeful times. 


Ludo Van der Heyden_ Frame the crisis correctly, fight the crisis with the management, be guided by the right indicators of progress, watch the cash, communicating clearly and regularly, talk directly and with few words, pay attention to the emotions of people, be present and aware, understand that the future will be different and prepare it as of now, use the crisis to make tough decisions, avoid fighting at board level or with the management, have sufficient or adequate resources to fight the crisis, keep the line and be steady, have the data that provides you with a clear sight of what the crisis is about and whether you are winning, be ready to leave if you do not provide the leadership required to win, change people that burned out or are unfit to fight, have pit-stops to evaluate what one needs to adapt.  Keep making things better, and you will eventually get there and remember that it was hell, but that the brave won.