Many CFOs can expect less stressful, more positive board meetings in 2011, with an emphasis on strategy and growth, say corporate-governance experts.
Take the issue of cash. For the past few years, anxious directors have been asking finance chiefs how they intend to raise or preserve it. Now, with an improving economy, directors increasingly want to know how companies plan to spend their cash. “The question is what is the best way to invest it or use it, particularly around strategy and growing the business,” says Catherine Bromilow, a partner at PricewaterhouseCoopers’s Center for Board Governance.
In general, directors will focus more on corporate strategy this year and less on the compliance issues that commanded their attention during the past decade, say experts. More than two-thirds of directors now view strategic planning and oversight as their number-one priority, according to the National Association of Corporate Directors’s (NACD) most recent governance survey. Just three years ago, only 24% of directors put strategy at the top of their priority list.
CFOs of cash-rich companies should expect questions about making acquisitions or, conversely, fending off takeovers. “If a company is sitting on cash and not utilizing it, it may find itself more prone to acquisition,” says Kerry Berchem, a partner at law firm Akin, Gump, Strauss, Hauer & Feld. Indeed, the presumed uptick in M&A activity in 2011 “will certainly consume the CFO’s calendar both on the buy-side and the sell-side,” says Ed Terino, a former finance chief who sits on three boards, including that of Phoenix Technologies.
Experts also predict that directors will be preoccupied with risk oversight in 2011. In recent years, more and more boards have begun to view this as one of their main responsibilities, and the majority of directors in the NACD study listed it as one of their top three priorities. This means they are more likely to push CFOs to provide more examples of how different strategies could play out over time.
When the financial crisis was in full swing, directors began to feel that the worst-case scenarios management presented to them weren’t reflective of the worst that could happen, notes Bromilow. “I expect directors will be pushing management teams, including CFOs, a little more on whether they are actually being too optimistic or not really considering everything that could go wrong,” she says.
Even though conversations with directors may take a more positive tone this year, a general sense of uncertainty about the economy’s future will still hang over boardrooms. As a result, directors have “cautious optimism,” says Bromilow, and an expectation that executives will truthfully forecast what will happen if their estimates for demand or growth fall off the mark.
CFOs should also be aware that directors will likely be hypersensitive to shareholders’ needs in 2011. Higher expectations combined with the mandates of the Dodd-Frank Act for expanded disclosures, proxy access, and say-on-pay votes may have motivated investors to be more involved. “More and more, investors are reaching out directly to boards and management teams, and inquiring about companies’ plans to use available capital and increase shareholder value,” says Terino.