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Bill McNabb, former chief of investment giant Vanguard, wants your board to take the long view

January 31, 2022, 3:55 PM UTC

The job of a corporate board leader has never been more intense. The regulatory environment is shifting, labor and consumer market preferences are evolving, and COVID-19 continues to mess with travel plans, supply chains, and returns to the office.

“If you’re a board member, that’s a lot more complicated than what you were dealing with 10 years ago,” Bill McNabb, board member at IBM, Axiom, Ernst & Young, and United Health Group, and the former CEO of institutional investment giant Vanguard, told Fortune.

A new approach to board leadership has never been more necessary.

“Given how fast the world changes today and how many exogenous factors even small companies have to deal with, a board’s responsibility is really around this concept of talent, strategy and risk,” McNabb said. “Governing that aggressively and deeply will lead to a better probability of good long-term value creation.”

McNabb is co-chairing a commission in partnership with the National Association of Corporate Directors to find answers to the most pressing questions facing board leaders today, including how they should operate. It’s no secret things changed during the pandemic, and some of those changes are likely to remain part of the operating model, but the path forward is still unclear. 

“The ability to be nimble, quick, and agile, it’s never been more important in terms of success,” McNabb explained. “At the same time, you’ve got a stronger set of voices out there who will focus on value creation and say not to sacrifice the long term for the short term.”

What makes this tough, he adds, is that, unlike before “you can now fail on either dimension: being too short-term oriented, or not paying enough attention to the short-term and all the rapid change that’s occurring because you’re trying to create long-term value.”

It is also no surprise that institutional investors, including the one that McNabb ran as CEO for nine years, are asking for much more from corporate leaders.

“If you’re a Fortune 500 company, 20% of your shares are owned by Vanguard, BlackRock and State Street and we can’t sell your shares if we don’t like what you’re doing,” McNabb previously explained in IR Magazine. “So we’re essentially permanent capital, and the only way we can affect how the company is performing is through governance. We’re going to be maniacally focused on board composition and how the board is interacting with the management team—looking at talent, strategy and risk.”

Dubbed the Future of the American Boardroom Commission, the NACD’s initiative co-chaired by McNabb also includes co-chair Sue Cole, a former regional CEO at U.S. Trust and current board director at Diversified Trust Company and NACD. It also includes other directors, current executives, attorneys, and researchers. Some of the companies who will have a director represented in this working group include State Farm, Ericsson, Talend, AllianceBernstein, Mass Mutual, Morgan Stanley, CDW, and Cigna.

According to the NACD, the initiative will run in two phases. The first “will focus on identifying outdated practices and developing high-level guidance to advance board effectiveness. … coupled with practical advice and tools to help boards and their committees take swift and deliberate action to adopt specific changes.”

“We’re going to have a huge set of inputs here to try to get us to a place where we can navigate the world that we face now, and really try to balance [different stakeholders],” McNabb said. 

The second phase will bring in partners from Heidrick & Struggles, Marsh & McLennan Companies, Pearl Meyer, and KPMG to lead working groups which “will focus on the future of major board committees and address their mandate, scope, charter, and emerging skills and competencies.”

The commission’s first meeting took place last week. 

“We really believe there is a fundamental turning point,” Friso van der Oord, senior vice president at NACD, told Fortune. “I think this is real, whether you’re a large Fortune 500 business or small cap or even private, will need to ask themselves some pretty fundamental questions about their effectiveness or readiness to govern effectively.”

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