Most boards operate on a 50-year-old definition of corporate governance in which
the singular purpose of the firm is profit generation for shareholders. But that
is changing — and we’re calling on boards everywhere to put their organizations
and humanity on a sustainable path by adopting best practices in “purpose
governance.”
Not doing so will imperil their organizations — and society.
What is purpose governance?
As set out in the world’s first Purpose Governance Playbook, it is
governance of an organization’s purpose — particularly one that transcends
organizational self-interest. As defined by the United Way’s Social
Purpose Institute, a social purpose company is a force for
good
and a force for growth. Social purpose
companies
align their strategic goals with society’s. [Note: A social purpose could focus
on environmental or social topics; but either way, it goes beyond a profit,
product or customer purpose.]
Three drivers of purpose governance are moving up the day of reckoning where
having and governing a societal purpose will be the hallmark of good governance
and a well-run board:
-
Investors
-
Education
-
Standards
Investors
The world’s largest investors give us two iconic examples.
Three years ago Larry Fink, CEO of BlackRock — the world’s largest investment
firm with over US$9 trillion in assets under management — told the CEOs of
companies he invests
in:
“To prosper over time, every company must not only deliver financial performance, but also show how it makes a positive contribution to society. ... Society is demanding that companies, both public and private, serve a social purpose.”
This year, investor advisory services firm Morrow Sodali issued its
Institutional Investor
Survey
summarizing the governance views of 40 institutional asset managers with
collective assets of USD 29 trillion. They found that “statements of company
purpose are considered to be one of the driving forces behind creating
sustainable long-term value.” A significant majority of asset managers (85
percent) agree that boards should have and disclose an organizational purpose —
and if they don’t, investors will be knocking at their door to insist that one
exists and is public.
Education
Governance Professionals of Canada (GPC), which offers governance
training to its members, is getting ahead of these demands. It educates
governance professionals about purpose governance through its
conferences
and in its corporate governance designation
program. To identify and celebrate best
practices in purpose governance, GPC offers a Sustainability, ESG and Purpose
Governance award. It also publishes
resources on purpose governance — most recently this summary of a purpose
governance
discussion.
Report highlights include:
Directors College — which offers director training, and where I am a faculty
member — also includes purpose governance in its Chartered Director
Program.
Standards
The International Organization for Standardization (ISO) is also in the
game. This fall, it released a global governance blueprint (ISO
37000) that puts purpose at the centre
of governance: “It provides principles and key aspects of practices to guide
governing bodies and governing groups on how to meet their responsibilities so
that the organizations they govern can fulfil their purpose.” [emphasis added]
The British Standards Institution, the UK’s national standards body, is
developing a Sustainable Purpose Standard — destined to become a global
purpose governance standard. When released in 2022, it will provide guidance to
governing bodies and executive managers on what a sustainable purpose is, how a
sustainable purpose organization approaches decisions, and how it acts.
And in Canada, Rotman Business School's Peter Dey and Sarah Kaplan issued a seminal report on
the topic: 360° Governance: Where are the Directors in a World in Crisis?
In it, Dey — an executive-in-residence at Rotman — and
Kaplan, a professor of strategic management, argue that the world we
live in makes demands on boards of directors that existing governance standards
are not equipped to address. Their updated guidelines emphasize the need for a
corporate purpose and a deep understanding of all stakeholders.
Fortunately, Canadian companies are moving in this direction. Research I have
conducted reveals that 15 percent of TSX60 companies have a purpose.
That’s a good step; but here are the big questions: Are they implementing that
purpose, and what is the board’s role in stewarding it?
New Purpose Governance Framework
“The New Purpose Governance Framework: Your Board Roadmap for Developing and
Governing a Corporate Purpose,” which I developed in collaboration with the Social
Purpose Institute, is designed to answer those questions. It is the first
comprehensive set of purpose-governance guidelines in the world, and charts the
path for boards to up their game in approving and governing their organization’s
purpose.
It lays out five steps boards and governance professionals can follow in
developing, codifying or refreshing the purpose; and 21 steps boards can take to
ensure the purpose is consistently, effectively and authentically executed.
While written from the perspective of corporate directors, CEOs and management
have a central role to play — and as such, the roadmap is also a guide for
executive teams.
With this roadmap, and the emergence of standards raising the bar for governance
around the world, boards and their management teams now have the guidance they
need to quickly pivot their organizations to become a force for good. Boards
that do will govern organizations that make a better world, not just better
things.
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Published Dec 13, 2021 7am EST / 4am PST / 12pm GMT / 1pm CET