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Perspectives
The outspoken corporation
Board Practices Quarterly, August 2021
By Natalie Cooper, Bob Lamm, and Randi Val Morrison
In September 2020, Deloitte and the Society for Corporate Governance announced the collaborative launch of the Board Practices Quarterly, a new series of periodic reports based upon brief surveys of Society members. The Quarterly replaces our long-standing Board Practices Report to bring you insights and benchmarking data more frequently.
Corporate leaders are increasingly speaking out on potentially controversial social, political, and environmental issues as a matter of principle and/or in response to changing stakeholder pressures and expectations that corporate America can influence the dialogue on these issues. As is the case with many other corporate practices, taking a stance publicly on controversial or sensitive topics poses both risks and opportunities, including alienating or appealing to key stakeholders; enhancing or damaging the corporate culture; and eroding or building trust and brand reputation. As a result of these dynamics, many corporate leaders and boards of directors are considering—in many cases, for the first time—whether and how their companies should approach public engagement on these issues.
This Board Practices Quarterly looks at how companies approach public engagement on social, political, environmental, or public policy issues and the related role of the board. It presents findings from a July 2021 survey of in-house members of the Society for Corporate Governance that addressed, among other matters, designation of a company spokesperson; governing documentation; the role of management; board oversight and practices; and stakeholder engagement.
Select findings
Respondents, primarily corporate secretaries, in-house counsel, and other in-house governance professionals, represent public companies (90%) and private companies (10%) of varying sizes and industries.1 The findings pertain to all companies, public and private. Where applicable, commentary has been included to highlight differences among respondent demographics. The actual number of responses for each question is provided.
Download complete findings as well as results by respondent demographic in boxes above.
Over the past year, has your CEO or any other officer or director made any public statement on any political, social, environmental, or public policy matter (e.g., voting legislation, transgender rights, racial justice, immigration policies, gun violence), either in response to events or proactively, on the company’s behalf? Select all that apply. (115 responses)
Both private and public companies reported that their company leadership made public statements on a political, social, environmental, and/or public policy matter. This was most often seen at large-cap companies (66%) compared with mid-caps (41%), small-caps (7%), and private companies (50%). Racial justice was the most common topic addressed, followed by social justice and environmental issues.
Over the past year, has your company’s board or any of its committees discussed whether and/or when the company or any of its officers or directors should speak out on the company’s behalf on political, social, environmental, or public policy matters? (97 responses)
At public companies, 45% of large-caps reported yes, compared with 34% of mid-caps and 14% of small-caps. Among private companies, 44% responded yes. Another roughly 10% of public companies reported that this topic is under consideration and/or on the agenda of an upcoming board or committee meeting; this was 11% for private companies.
Have any of your company’s stakeholders contacted or requested to engage with management, the board/board committee, or individual directors on any political, social, environmental, or public policy matters in the past year? Select all that apply. (89 responses)
About half (49%) of public companies responded that their major shareholders contacted or requested to engage with management, the board/board committee, or individual directors (68% large-caps; 28% mid-caps; 38% small-caps), and 18% of public companies reported having been contacted or requested to engage by customers, employees, business partners, etc. (26% large-caps; 7% mid-caps; 15% small-caps) on a political, social, environmental, or public policy matter in the past year. 44% of private companies said that their customers, employees, business partners, etc., had contacted them or requested such an engagement on these issues.
The most frequently cited topics for which stakeholders contacted or requested engagement with management, the board/board committee, or individual directors included ESG, climate change, and DE&I; some cited lobbying, legislative initiatives, and political contributions.
End Note
1 Public company respondent market capitalization as of December 2020: 50% large-cap (which includes mega- and large-cap) (> $10 billion); 37% mid-cap ($2 billion to $10 billion); and 13% small-cap (includes small-, micro-, and nano-cap) (<$2 billion). Private company respondent annual revenue as of December 2020: 42% large (> $1 billion); 17% medium ($250 million to $1 billion); 33% small (<$250 million); and 8% not able to share. Respondent industry breakdown: 33% consumer; 29% energy, resources, and industrials; 22% financial services; 9% life sciences and health care; and 7% technology, media, and telecommunications.
Throughout this report, in some cases, percentages may not total 100 due to rounding and/or a question that allowed respondents to select multiple choices.
Contact
Carey Oven
Enterprise Leader Development & Succession | Deloitte & Touche LLP
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