Alumnus
Related Expertise: Corporate Strategy, Value Creation Strategy, Business Transformation
Year after year, Nordic companies outperform the global average in The Boston Consulting Group’s annual study of value creation. This impressive feat holds true whether we look at annualized returns over time periods of 5, 10, or 15 years. (See Exhibit 1.) Nordic companies’ superior performance is also evident across most industries.
While many factors contribute to Nordic companies’ superior returns, we believe these companies’ unique model for corporate governance plays an important role. The Nordic model establishes a board of directors that does not include any of the company’s executives. This nonexecutive board’s responsibilities include appointing and monitoring the CEO, approving the corporate strategy, and overseeing legal compliance and risk management.
Although the Nordic model shares some attributes of the two more widely used governance models, key differences give Nordic nonexecutive boards a more active role in steering their company. (See “A Comparison of Governance Models.”)
In a recent study, BCG sought to understand the best practices that enable nonexecutive boards to create superior value for the company’s owners. While previous research on the nonexecutive board’s role has primarily considered governance issues, our study is distinctive in that it focuses on the board’s role in value creation.
In conducting the study, we interviewed more than 50 CEOs, chairmen and -women, and nonexecutive board members of leading Nordic companies and surveyed more than 100 other CEOs and nonexecutive board members of Nordic companies. (See “Expert Participants in Our Study.”) These participants work for companies that have total revenues of approximately €430 billion ($482 billion), equal to 30% of Nordic countries’ GDP. Although the research considered only Nordic companies, we believe that our findings are relevant globally.
Impressively, all of the Nordic CEOs we surveyed believe that their company’s nonexecutive board understands the factors that promote high performance. In contrast, a survey of CEOs globally by Colin Carter and Terry Atkinson found that only approximately two-thirds held this view about their board. CEOs in our study also nearly universally involve the board in urgent strategic decisions. Such results suggest that the best practices of Nordic companies may serve as a model for companies in other regions that seek to promote greater board involvement in strategy and value creation. We also identified clear improvement areas for Nordic companies and a wide variety of practices for addressing these issues.
Today’s Business Environment Requires More-Active Boards
Nonexecutive boards have traditionally focused on their legal duties of management oversight and selecting the right CEO to lead the company. However, trends in today’s business environment have made it imperative for boards to add to these responsibilities by taking a more active role in supporting management’s efforts to steer the company and create value for its owners. The ever-present threat of global competition means that boards must help promote world-class performance in order to foster success. And the need to ensure renewal in the fast-changing and unpredictable business environment means that boards must actively look for disruptive trends, expand the management agenda’s boundaries, and help top executives think several years ahead.
The consequences of not adapting are severe. A BCG study found that public companies traded in the US now have a 1-in-3 chance of failing in the next five years—up from 1 in 20 just 50 years ago. (See “Die Another Day: What Leaders Can Do About the Shrinking Life Expectancy of Corporations,” BCG Perspectives, December 2015.)
A clear delineation of roles is a prerequisite for greater board activism. The CEO is responsible for running the company and making operational decisions; board members should not undermine this authority by giving directions to management. However, board members must ensure that the company succeeds and creates value.
Although greater board activism is generally recognized as essential during times of distress, it may not seem necessary when the company is performing well and the executive team is on top of things. But companies that disregard the importance of board activism during prosperous periods do so at their peril. It is especially important during good times for boards to challenge the assumptions underlying the strategy and help executives spot important trends and weaknesses that they may be overlooking. This activism is essential for averting difficulties three to five years down the road and for identifying developments that the company can exploit.
A company’s ownership structure often influences its governance practices. At companies with a clear “anchor owner”—such as a family, state, private equity firm, or controlling shareholder—the owner, board, and management usually collaborate closely to develop the strategy and value creation plan. Our survey found that the CEOs of these companies are more likely to say that the board adds value (78% for companies with an anchor owner versus 60% for companies with dispersed ownership). Conversely, CEOs from companies with dispersed ownership were twice as likely to be unsure or to disagree when asked if their board adds value (40% for companies with dispersed ownership versus 22% for companies with an anchor owner). Consequently, we believe that companies with dispersed ownership would, on average, benefit the most from improving the board’s role and work.
A Framework for Board Value Creation
In analyzing the board’s role in value creation, we identified nine key topics within four broader categories. (See Exhibit 2.)
Below, we focus on the four topics that board members and executives cited as most relevant to boards seeking to take a more active role: value creation model and strategy, way of working and culture, time investment, and board composition.
Value Creation Model and Strategy
The survey respondents overwhelmingly supported the propositions that Nordic boards add value to their companies (86%) and contribute effectively to strategy (84%). And almost all respondents (98%) agreed that the CEO involves the board in urgent strategic decisions.
However, the interviews revealed a variety of opinions regarding the board’s ideal role in value creation and strategy. Two dimensions emerged as critical in determining board members’ ideal role in strategic discussions: the degree of involvement (being either a challenger or a more active shaper) and the focus of involvement (being focused on the strategic direction alone or on both the strategic direction and the execution plan). (See Exhibit 3.)
The board’s ideal role in strategy development depends on the context, which explains the variety of views shared with us. Still, although there is no objectively right answer when deciding on the board’s role at any given time, a number of factors can point to the need for the board to take a more active role:
The board’s ideal role in strategy development depends on the context, which explains the variety of views shared with us. Still, although there is no objectively right answer when deciding on the board’s role at any given time, a number of factors can point to the need for the board to take a more active role:
- The company is undergoing a transformation or about to embark on one. (See “The Board’s Role in a Transformation.”)
- The company is in financial distress.
- Early indications of fundamental shifts in technology or market dynamics suggest the need to reassess future success factors.
- The surrounding environment is especially unpredictable, increasing the need for adaptability and board involvement in shaping the strategic direction.
- Opportunities exist for structural changes in the industry, such as major mergers.
Regardless of how active a role the board assumes, it should seek to set the company on a value creation trajectory in both the medium term (the time frame that private equity firms emphasize) and the long term. It should ensure that the company constantly has avenues and opportunities for reinventing itself in the event that its core business encounters significant difficulties. The company can either continuously improve its core business while laying the groundwork for reinvention or pursue a comprehensive transformation that seeks a more profound change in its trajectory.
To fulfill its role, the board must continuously challenge the management’s core assumptions. As noted, challenging assumptions is particularly important when companies are performing well, because that is when they face the highest risk of incipient complacency or hubris. And taking advantage of a “healthy paranoia” to challenge assumptions is not solely defensive; it can also help the company spot shifts in competitive or market dynamics that may signal opportunities to adapt to the changing environment before the competition.
In addition to determining the right way to support the management in strategic work, the board needs to clarify the company’s strategic priorities. Our survey responses indicate that board members and executives are generally like-minded about the current top priorities, indicating that they are having effective dialogues about strategic priorities. Both groups cited organic growth as their top priority. (See Exhibit 4.) The other top five priorities for both groups were efficiency in operations, leadership and culture, company transformation, and either structural growth (such as M&As and joint ventures) or sales (for example, sales force excellence).
Way of Working and Culture
Board members and executives recognize that the traditional process of reviewing corporate strategy once a year has become outdated in today’s rapidly changing business environment. Developing a dynamic and adaptable strategy requires an iterative process in which the board can discuss and challenge strategic topics throughout the year, including reviewing industry trends and early indications of company performance.
At leading companies, the board strives to discuss relevant strategic themes or options during every board meeting, rather than once a year. These companies also conduct at least one “drill down” meeting every year to thoroughly discuss and assess the company’s current situation and strategic options. In addition to laying the groundwork for decisions on strategy, the drill-down meetings are often seen as a good opportunity for the board to interact more broadly with the management team beyond the CEO.
The board can also engage more deeply in strategic topics throughout the year by closely monitoring the implementation of the approved strategy. This is particularly important when the company is experiencing financial difficulties or undergoing a transformation. The management should provide the board with full transparency into the status of implementation and the issues that arise so that board members know which topics require greater attention. However, board members need to let management make all the operational decisions, as well as be conscious of the impact that their questions may have on executives’ daily work.
Additionally, our study identified a number of other best practices relating to the board’s way of working and culture. (See “Six Rules for the Board’s Way of Working.”)
Time Investment
The study found a wide variety of practices with respect to how board members invest their time. Indeed, the clearest improvement opportunities for many Nordic boards relate to time investment. Several topics warrant attention.
Committing Enough Time Overall. The board’s role is more time-consuming today than it was ten years ago, and some of the chairs we interviewed questioned whether all board members are committing enough time to it. One chairman explained that, during the transformation’s most intensive year, the board and its committees convened for more than 60 meetings, each several hours long, with almost 100% attendance throughout the year. These board members were convinced that this was essential to making large-scale change happen.
Devoting Adequate Time to Strategy. Participants expressed concern about whether adequate time is spent specifically on strategy and value creation. An overwhelming 80% of board members and almost 90% of CEOs stated that the board should spend more time on strategy and value creation. The ideal increase in the allocated share of time ranged from 25% (board view) to 50% (CEO view). For both groups, these increases would raise the time allocated to value creation and strategy to approximately 60% of their total time spent on board matters.
Allocating Time Effectively. Boards must also use their allocated time more effectively, and nearly 30% of both CEOs and board members see room for improvement. Many of the chairs we interviewed were especially concerned that the board’s ineffectiveness in addressing its many other responsibilities reduced the amount of time it can devote to strategy. By using the audit committee and other committees more effectively, the board can give appropriate attention to addressing its nonstrategic topics, while freeing up more time to discuss strategic topics. An important caveat is that board members cannot delegate their legally mandated or ethical responsibilities. Each board member must also set aside adequate time to delve into the topics discussed by committees and raise topics for broader discussion as appropriate. Some boards have expanded their use of committees by setting up special task forces to address important strategic topics, such as digitization. This can strengthen board members’ understanding of these topics and enhance the quality of support they provide to management.
Understanding the Business. The ineffective use of time appears to prevent board members from understanding the business as well as they should. Several interviewees raised concerns about board members’ knowledge of the business. These concerns are echoed in the survey responses: 36% of CEOs disagreed or were unsure when asked whether board members are sufficiently knowledgeable about major business issues. (See Exhibit 5.)
Engaging Actively with Customers and the Organization Below the CEO. We believe that board members’ knowledge of the business is directly linked to how actively they seek information from multiple sources—for example, customers and management below the CEO—to form their own views regarding the relevant topics. One chairman encouraged taking an “active listening” approach: “The modern chairman doesn’t say a lot, but listens to a lot of people and forms a view.”
Our survey found that surprisingly few boards take an active-listening approach to engaging with the company’s customers. More than 70% of CEOs and 60% of board members do not think the board engages actively with the company’s top customers. Despite the importance they place on tracking industry trends and early indicators of changes in the markets, board members are failing to gain a sufficient understanding of customers.
Insufficient time spent interacting with management one or two levels below the CEO is a related area of concern. Such interactions help board members not only to understand the business but also to assess the suitability of internal candidates for the CEO’s role. However, only half of the CEOs surveyed believe the board engages actively with the management one to two levels below the CEO. This finding may also help to explain why a significant share of survey respondents (more than 60% of CEOs and almost 35% of board members) think the board is only somewhat effective or not effective in talent management and succession planning.
Notably, these results differ depending on the ownership model. At companies with a clear anchor owner, 77% of boards interact with management below the CEO, compared with 53% in companies with dispersed ownership. The interaction appears to promote more effective talent management and succession planning: 67% of boards of companies with anchor owners consider themselves to be effective in talent management and succession planning, compared with 50% for companies with dispersed ownership.
To further increase board members’ exposure to the business, some progressive boards have adopted the practice of periodically inviting a promising young executive or topic specialist to give a presentation on a new or timely topic at a board meeting. For example, a frontline manager can offer valuable perspectives on changes in customer expectations or the competitive landscape. The board members use these sessions to understand how the assumptions behind the current strategy may have been affected by changes in industry dynamics and consumer behavior or technological developments.
Importantly, any interactions between board members and management or customers should occur with the CEO’s support and not serve to undermine the CEO. When meeting with management or customers, board members should focus on asking questions and listening to the responses, rather than presenting their own opinions. Most chairs who supported this type of approach emphasized a strict protocol: The board should make all decisions as a group, when it convenes for meetings, and the chairman should communicate these decisions to the CEO. Board members should never bypass the CEO in giving new information or guidance to management or customers.
Board Composition
Board composition was a significant concern for our research participants. Without prompting, most interviewees highlighted composition as the starting point for effective and value-oriented board work. Several expressed the view that, beyond the chair, typically only two or three board members are active in supporting strategy and value creation. The rest are too passive or too singularly focused on other topics, or they lack the necessary capabilities.
When asked whether the mix of skills on boards is appropriate, nearly one-third of executives surveyed either disagreed or were unsure. Concerns about Nordic boards’ skills were especially prominent with respect to digitization. More than 80% of our survey respondents believe that digitization will deeply affect their company, yet only 50% think that their board has the right skills to support the management in digital topics. Additionally, fewer than 50% think that the company has a clear digital strategy and roadmap in place, and only slightly more than 50% think that their board is actively pushing the digital agenda.
In our interviews with board members and executives, five factors emerged as most important when considering the mix of skills to include on the board:
- Capabilities to Support the Strategic Priorities. A board needs the specific capabilities to support the company’s strategic priorities, especially in the case of a transformation. For example, if growth in China is a top priority, the company should consider appointing former executives of other companies who successfully led growth initiatives in China. Boards with the specific capabilities and experience to support the strategic priorities are more likely to understand the business and, thus, are better positioned to challenge the company’s direction.
- Suitable Experience, Including Fostering World-Class Performance. Most board members should have experience in the company’s industry or in related or similar industries—and potentially its customers’ industry, provided that there are no conflicts of interest. Board members should know what it means for a company to be world class and should have experience fostering world-class performance. Without this type of experience, it will be difficult for board members to help management consistently outperform the company’s peers or succeed in a major turnaround or transformation. However, a company should avoid appointing its former CEO or CFO to the board. A previous leader may get too involved in operational issues, or other board members may be reluctant to challenge the assumptions underlying decisions made during his or her tenure. Former CEOs or CFOs of other companies, however, are often good candidates for the board.
- Diversity of Thinking. Interviewees also stressed the value of having board members with diverse backgrounds. A diversity of thinking among board members makes it more likely that they will challenge the traditional way of doing things and find new approaches. Interviewees emphasized that this diversity of thinking is not always linked to diversity of age, education, or nationality, though those factors are often correlated. An important component of diversity is to have a mix of tenures, achieved through periodic turnover among board members. Many interviewees believed that the optimal tenure for a board member is five to eight years. Board members may need one or two years to truly understand the company and provide maximum value; after seven or eight years, on the other hand, board members may become too complacent and their value may start to diminish.
- “Skin in the Game.” Board members should usually own shares in the company so that their incentives are aligned with the company’s objectives. Having an ownership share appears to incentivize board members to pursue their beliefs more aggressively and invest more time and effort to achieve successful outcomes. As one long-term board member explained: “Having skin in the game doesn’t affect how I think about the business. However, it has a huge impact on how hard I fight for what I believe to be the right direction.”
- A Well-Functioning Team. Beyond experience and incentives, boards need a balance of personalities, including both challengers and integrators, and all members should be willing to express their independent views. The chair has an essential role in ensuring the optimal mix of personalities and styles among board members, as well as establishing efficient onboarding processes, setting clear expectations, and serving as a role model.
Many CEOs and chairs we interviewed said that private equity firms employ best practices to achieve the optimal board composition for their portfolio companies. For example, these firms invest heavily in finding board members who possess relevant experience to support well-defined strategic priorities. And they require that board members and top executives have a substantial stake in the company so that these individuals’ incentives are aligned with those of the company’s owners.
To assess how well the board currently supports value creation, the owners, board members, and the CEO should consider the following questions:
- Given our company’s context, what is the ideal role for the board with respect to the degree and focus of its involvement in value creation and strategy?
- Does management provide board members, in advance of meetings, with “preread” materials that frame the issues, alternatives, and decision points, and do the board members come to meetings prepared to engage so that time is used for substantive discussions?
- Does the board employ an iterative process to discuss strategic topics and assumptions throughout the year, instead of including strategy as an agenda item for only one meeting each year?
- Is the board proactive enough in looking “around the corner” to spot emerging opportunities and threats and in challenging the core assumptions underlying the strategy?
- Does the board devote enough time to value creation and strategy? Can board members make more effective use of committees so that they can spend more time on strategy and value creation?
- Are board members getting sufficient exposure to customers and management below the CEO, in order to deepen their understanding of the business and its market environment and support decision making and succession planning?
- Does the board have the right mix of skills and experience to challenge and support the management in pursuing the top strategic priorities?
For many companies, the answers to these questions will point to opportunities to thoroughly review the variety of issues discussed in this report. In many cases, the best practices of Nordic companies will offer critical lessons for enhancing the board’s engagement in value creation over both the short and long terms.
Acknowledgments
The authors are grateful for the support of the many people who contributed their time and experience to develop this report. In particular, they would like to thank the numerous chairmen and -women, board members, CEOs, and other executives who kindly shared their experience and views, either in interviews or via the survey.
They also would like to thank their colleagues Anders Fæste, Tatu Heikkilä, Carl Andreas Holm, Mikko Nieminen, Mai-Britt Poulsen, Teemu Ruska, and Pekka Vanne for completing many insightful interviews, serving as thought partners, and providing leadership in developing content. Additionally, they thank Eetu Isto, Laura Karotie, and Mads Schou-Andreasen for helping to write this report, and Julie Bekker, Jatta Lindström, Anna Linnerud, and Kine Sandberg for the logistical support.
Authors
Lars Fæste
Knut Olav Rød
Alumnus
Oslo
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