Brave New World: How Can Corporate Governance Adapt?

New technologies, societal trends, and some corporate stakeholders are increasingly challenging traditional principles of corporate governance. Even experienced directors may find it hard to fully understand the implications of such changes for the way they perform their tasks and how they evaluate risk. Meanwhile new markets are emerging – not only geographic, but also in new products and services.

Although artificial intelligence (AI) has been integrated into business operations for years, it has now started to impact every aspect of corporate affairs. From self-driving cars to high-frequency trading and automated social media accounts, AI is changing the marketplace and social behaviors. This raises new governance and ethical challenges, requires skilled foresight and sophisticated risk analysis, and may transform decision-making processes within boards.

Public expectations of corporate behavior are also becoming more stringent. The influential #metoo movement, challenging sexual harassment and abuse of power, has already reached many boardrooms and has put a new spotlight on transparency and accountability.

Shareholders generally are pressing for greater involvement in corporate governance. However, different categories of shareholders may have very different objectives, requiring board directors to act as arbiters. Activist funds are often accused of over-focusing on short-term results, whereas institutional investors may have a longer-term perspective and believe that sustainable growth and profitability of corporations is fully compatible with society’s interests in corporate good citizenship.  BlackRock’s January 2018 letter urging CEOs to act like good citizens (https://www.blackrock.com/corporate/investor-relations/larry-fink-ceo-letter) reflected the growing view of some shareholders that corporate governance must look beyond the short-term bottom line. 

The 2017 meeting of the Salzburg Global Corporate Governance Forum explored how courageous directors might emerge as global thought leaders, achieving profit and satisfying conflicting demands of the jurisdictions and societies in which they operate. Participants agreed that many key principles of corporate governance continue to apply, domestically and across different jurisdictional and cultural contexts.

In 2018, in the light of these emerging trends and disruptions, the Forum deepened its review of the fundamentals of corporate governance and asked how boards can build an appropriate corporate culture and monitor adherence to that culture in this fast-moving world.

KEY QUESTIONS

1. What do board directors need to know right now about AI and associated ethical choices? Who in the company has lead responsibility to articulate questions about transparency, trust, and bias? How will the massive expansion of algorithms or personal data analytics be regulated? What are the risks in terms of cybersecurity and privacy?
2. Where corporations want to act as good citizens, who should decide what that means - do all citizens think alike about what is good for society?
3. What impact will the #metoo movement have on power dynamics and accountability in the workplace? How will it affect appointment of women to senior management and board positions?
4. Why are shareholders engaging more actively in corporate governance? How should boards react?
5. To whom should constituent directors be responsible? What special responsibilities and constraints should apply to controlling and dominant shareholders?
6. Who is accountable for significant corporate failure? How can a board ensure it is properly informed of major risks a company is taking? Do boards have the appropriate up-to-date skills, tools, and diversity of viewpoints?

SESSION FORMAT

The program was highly interactive, with discussion taking place in plenary and breakout sessions without any speakers, panels, or formal presentations. Small group conversations allowed for intense exploration of specific aspects of the general themes, returning to the plenary to refine conclusions. Adherence to the Chatham House Rule ensured an open and free exchange among peers.

PARTICIPANT PROFILE

Participation in the Forum’s annual meeting in Salzburg is capped at 40 people, to ensure an intimate setting and facilitate networking and conversation in conditions of trust and openness.

The intergenerational group of participants comes together as equals, representing a range of expertise and geographic specialization. The Forum engages directors of corporations organized and operating in various jurisdictions; senior managers; judges, regulators, and policy-makers; lawyers; academics; fund managers; and representatives of key civil society interest groups. Of the 40 participants, 8-12 came from the next generation of leaders (under 45).

Since its inauguration in 2015, the Forum has welcomed participants from 22 countries: Australia, Austria, Brazil, Canada, China, France, Germany, Greece, India, Israel, Italy, Japan, Mexico, The Netherlands, Norway, Romania, South Africa, Spain, Sweden, Switzerland, the UK and the USA.

CONFIRMED PARTICIPANTS

List of Confirmed Participants