Crisis Makes Boards Info-Insatiable

More than ever before, corporate boards are relying on CFOs for information, regular updates, and unsparing candor.

CFOs are feeling pressure from all directions these days, not the least from their directors, who are ratcheting up their focus on finance.

Directors are insisting on more frequent communications from CFOs, asking them for more detailed information, and demanding more insight on risk, according to panelists in a recent webcast produced jointly by CFO.com and Corporate Board Member magazine. (To view the archived version of the webcast, click here.)

As companies struggle with the financial crisis, it’s increasingly common for boards to communicate weekly with their finance chiefs. “The board and the audit committee need to be joined at the hip with the CFO, evaluating where the company is going and understanding the risks,” said Keith Hall, a former CFO of LendingTree who is now a board member at several companies.

Specific areas of director interest include liquidity levels, debt maturities, capital spending, and foreign exchange, noted Thomas Colligan, an audit committee member at Schering-Plough Corp. and former vice chairman of PricewaterhouseCoopers.

And it’s not just the audit or finance committee that’s interested. At many companies, such topics are now being addressed by the full board, panelists agreed.

An area receiving a lot of that sort of attention is treasury, “in light of the fact that sometimes the people who are doing the investing aren’t there anymore two weeks later,” said Bruce Edwards, chairman emeritus of Powerwave Technologies and now a director for two technology companies. Boards want to talk about the process for making sure investments are protected and the strategy for diversifying the portfolio, with a general bent toward more selective and conservative investing, Edwards noted.

Also important these days is intelligence from the CFO on the impact of the government’s increasing involvement in business. “The CFO has to display a real understanding of what the government is trying to do,” said former FDIC chairman and current CNBC commentator William Seidman. “I don’t know how you could be a good board member today if you read that the government is going to put $600 billion into commercial paper without knowing how that’s going to affect the company.”

But while boards may want more detail, how much is too much? Edwards stressed that the board’s role is to provide oversight, not to manage the business — a sentiment shared by most CFOs. But Hall said that while it’s true that strategy, succession planning, and other big-picture items are normally the proper focus of boards, the current crisis casts a different light.

“When it comes to the company’s survival in the financial crisis, the board not only has the fiduciary responsibility, but the personal liability should the company go under,” Hall said. “So they’re entitled to more detail.”

Indeed, he said it’s in CFOs’ interest to be more proactive about providing detail rather than only reacting to board requests. Using treasury as an example, he noted that some CFOs have been getting calls from board members almost every week this year, asking about exposure in various types of faltering investment vehicles and money placed with failing financial firms. Providing more information up front could help CFOs keep those calls to a minimum, he said.

“Taking your treasury report that’s maybe two pages and expanding it to six pages actually will save time and show the board that you’re on top of that particular risk,” Hall said.

One type of detail board members should not expect is accurate financial forecasts. “It’s just not going to be there in this day and age,” said Edwards. “I don’t think anybody could have imagined what’s happening right now, so it’s really hard for a board to have a lot of confidence in a forecast.”

Instead, CFOs should redouble their efforts to communicate their plans and the assumptions that went into them, but also provide a variety of scenarios. And that means going beyond just the “good, expected, and bad” scenarios, said Hall, noting that these days it is reasonable to present as many as seven scenarios. Similarly, Edwards said CFOs should deliberately create one scenario that is far more dire than what they actually consider to be the worst case. “If the worst case minus 25 percent says the company won’t be around, you really have to change things immediately,” he said.

Such a case might even present an opportunity. “One good thing about a crisis is that it gets everybody out of their comfort zone and thinking about doing things differently,” said Charles Noski, former finance chief of AT&T, Hughes Electronics, and Northrup Grumman, who’s now audit committee chair for both Microsoft and Morgan Stanley. “You should never forgo the opportunity to create constructive change in the organization.”

Christopher Johns, CFO and treasurer at PG&E, said he was well prepared for the financial crisis because the utility had been in crisis mode just a few years ago during California’s energy crisis.

He said PG&E management now has a solid history of performing “stress tests” with the board, painting various scenarios having to do with the direction of the economy, the impact of regulatory changes, or other major events. The board, he said, has helped create new metrics to spot warning signs.

The company, for example, uses a metric called liquidity-at-risk, which measures not only cash liquidity, but also availability of credit facilities. “That metric came out of one of those stress tests we did with the board where we said, ‘How do we know we won’t go through another energy crisis and have the same lack of ability to utilize commercial paper or get to the capital markets?’ “

What directors want more than anything from CFOs during these tough times is full candor and transparency, according to Noski. “This is not a time for the CFO to go native,” he said. “Let the board in on the thinking of management.” That means providing transparency on key assumptions and discussing how possible scenarios might play out, including “imagining the unimaginable.”

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