Opinion: Resistance to ESG Is Not a Solution
Private company boards must work to solidify their operations around sustainability.
Is it any wonder that private company directors are feeling stretched and overwhelmed these days? A barrage of existential factors is accelerating change across the competitive business landscape, including cyber threats and the potential misuse of AI-based technologies as well as climate calamities and federal regulations.
In this post-COVID period, everyone continues to be focused on revenue stability and avenues to new growth, infrastructure revitalization, resilience building and a host of risk-reduction measures.
However, avoidance or pushback on ESG integration is not only strategically unsound — given the expanding legal, regulatory and risk liabilities — but also irresponsible from a governance and fiduciary perspective.
Current public-policy debates can be characterized as a tug of war between public and private interests. Climate change, leadership ethics, diversity and equal opportunity are but a few of the themes playing out at the convergence of business priorities, stakeholder expectations and public-interest values.
What we are experiencing is a capitulation of sorts that germinated in public shareholder contexts and is now transitioning into private markets. Board directors, in support of their C-suite leaders and/or family owners, must oversee or guide the build-out of policies, structures and practices that drive greater transparency, accountability and reporting in many areas of the business that historically have remained closely held or confidential. These were part of the advantages of competing in a private market context, until now.
Make no mistake about it: We’re entering a new paradigm for private company governance and operations. It’s one in which the correlation between articulated company values and strategic priorities made real in actual policy, the consistency of in-market behavior and financial performance are factors in what constitutes reliable projections regarding return on investment, particularly with customers and the capital markets. Board policies will need to be defendable against heighted scrutiny over any material impact on top and bottom-line performance (especially margins, EBITDA and valuation). A broadening mix of new risks, customer expectations, partnership requirements and the definition of “acquisition suitability” — along with supplier codes of conduct, questions of insurability and other criteria — will directly affect the company’s durable state of competitiveness and optimized exit options on a continuum.
Let’s also state the obvious: DEI issues, along with environmental impacts, health and safety concerns, ethical trading, regulatory compliance and financial integrity, have consistently been central in the mix of what most private companies consider good business practice.
Nevertheless, directors may be unaccustomed to deep, direct conversation about the changing expectations for the business they govern, the appropriate role for ESG practices in the enterprise or their own board’s limitations and past failures. ESG is compelling directors to constructively challenge assumptions regarding the organization’s capability to affect outcomes and work more closely with the C-suite to get the operations house in order.
Adding to the complexity directors face is the relentless uncertainty generated in the financial sector from anti-ESG pushback campaigns that conflate ESG issues involving the capital markets (portfolio strategy, fund marketing and management, due diligence, rates of return) with the everyday business practices and operations models informed by ESG principles, standards and frameworks (which must be context-oriented).
While there are significant overlaps and inherent interdependencies, they are two distinct streams of ESG. Some of the successful ESG-driven transformations in companies right now are being confused with (and being inaccurately depicted as a result of) the combat going on within ESG investing, creating skepticism and worry among private company directors who are uncertain about what really matters within the specific context under which they have been charged to govern.
Still, directors should have no fear. Rather than a negative wave of overreach or market intrusion, ESG can represent a new era of opportunity for innovation-driven enterprises. If directors come to understand how ESG standards and frameworks can serve as a mapping system for improved risk management, then they can provide support to C-suite leaders in opening up new pathways to value creation.
Start with What Matters Most
Regardless of where your board currently sits in its ESG integration, there are several oversight matters that should be first priorities in tackling a context-based ESG initiative for the company you govern. Here are a few:
Shift the culture to activate greater accessibility. One of the biggest factors for ensuring universal accessibility is organization culture; it has to work as a literal construct that not only enables and equips for transparency, but also disincentivizes any impulse by some managers to horde information as their own property. Access to data, intelligence and tech support must be universal and barrier-free. By enabling all business units or teams to have what everyone else is using helps to deconstruct silos and power fiefdoms within the operations structure. The same may be attributable to the board. ESG emphasizes the essentiality of transparency and its resulting companion: accountability. Siloing and the tolerance of power fiefdoms in culture corrupts the ability of the company to be fully resilient and collaborative, creating an avoidable risk and liability.
Use diversity to oversee real in-market investments. Directors are particularly challenged on DEI at this moment as the fallout from the Supreme Court ruling pertaining to higher education practices is being used to litigate a broader interpretation of that ruling. It is understandable that directors want to be cautious in crafting any diversity policy or mandate for themselves as a body or the company overall.
Traditional approaches to board recruiting within private companies have often relied on personal networks. The closely held and “under-the-radar” mindset often characteristic of private company leaders, while historically a competitive advantage, runs contrary to the hyper-transparent and accountable mode ESG sets for public market leaders.
One way to reapproach diversifying your board and company leadership is to support board diversity recruits and executive hiring policies with additional investment singularly dedicated to correcting revenue shortfalls or capturing new market share opportunities. Shortfalls or lost expansion opportunities should be substantiated as having resulted from failing to meet the expectations, or capturing the business, of a viable customer segment that fits a diversity demographic and that can be proven to be a winnable source of new revenue.
Align supply chain operations to your sourcing customers’ specifics. Many private companies found themselves unprepared as COVID hit when, for example, better scenario planning could have accounted for a range of potential disruptions and produced validated contingencies set up “in cue” to be operationalized when needed. When a plan steeped in due diligence is developed, actionable partnerships formalized in contracts with escalation triggers can help pull back on the severity of any ensuing threats to business continuity when a future crisis hits.
Typical of private companies, a good portion of revenue may be derived as a tier-one or preferred supplier to a public multinational corporation. Aligning private company operations practices and outcomes with your large company sourcing customer can be daunting. Public companies have rigorous standards of supply chain operations that can be very sector-specific and are increasingly shaped by ESG mandates in diverse areas such as human resources (e.g., equal opportunity, worker rights), environment, health, and occupational safety, and advertising standards.
Here are a few final checklist items for board oversight and executive leadership activation:
- Resolve your “technology debt.” Underused software solutions, along with nonintegrated yet interdependent data sources, not only waste money but also can create operations liabilities when you least expect them.
- Build a data repository and create a custom ranking system for all your suppliers that includes a reasonable depth of information on how they do business, aligned with the sector-specific ESG indicators that are required of your sourcing company customers in their ESG conformance.
- Revisit your board bylaws and consider a redesign of your committee structure to encompass both an ESG- and IT governance-dedicated committee. Establish a direct reporting pathway from the executive leadership team to these committee heads for an unencumbered channel, free of any intermediaries. Create an ombudsman role to be held by one director, whose independence and role security is set forth in the bylaws. Empower that director to investigate and report on any governance, leadership or operations abnormalities related to ESG risk areas.
- Establish specific requirements for auditors to collaborate with your ESG or sustainability team in a direct, mutual reporting obligation to the board that ensures any reporting of material ESG outcomes coincides with the specifics of your financial reports.
- Require your ESG or sustainability unit head to report directly to the board in a relationship structure with your CEO that retains the chief executive’s autonomy on employment matters with that individual but insulates the ESG leader from any influence stemming from the internal management culture.
- Conduct an extensive review and audit of all insurance coverage. Reinvigorate your carrier relationships to include ongoing monitoring of underwriting dynamics as well as changes to risk liabilities, especially those impacted by externalities.
Art Stewart is managing partner of Strategic Impact Partners. He can be reached at firstname.lastname@example.org.