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CEO Activism: What's the Boardʼs Role?
Explore the board's role in addressing social and political issues.
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Navigating a New Wave of Reputational Risks
12/11/2024
In the stakeholder economy—to paraphrase the poet John Donne—no corporation is an island.
Whether private or public, corporations are deeply integrated into society. The decisions they make and the actions they take touch the lives of the people who invest in, buy from, work for, and essentially license their operations—which is to say, almost everyone. In part, this is accelerated by the evolution of modern marketing tactics, the ubiquity of social media, and the growing impact of generative artificial intelligence (AI)—not to mention the spread of mis- and disinformation, which have inserted brands into the social conscience and public dialogue of stakeholders as never before.
And that means the risks to corporate reputation are everywhere. They grow out of volatile politics, swings in public policy, geopolitical anxiety, economic disruptions, technological transformations, and deeply emotive topics like abortion and immigration. In a sharply polarized society marked by a collapse of trust in government, media, and even what were previously considered the most respected and influential educational institutions, companies and their boards of directors are being called on more and more often to answer to–indeed, even to lead on–issues outside their four walls, whether they want to or not.
And yet, according to PwC’s 2024 Annual Corporate Directors Survey, nearly 6 in 10 directors say that social and public policy subjects never come up in the boardroom.
That’s a problem. Corporate governance requires the ability and willingness to grapple with these topics and how they will undoubtedly intersect with the board’s purview and oversight. And to that end, it requires new reserves of insight, resilience, and agility. Traditional board accountabilities—capital allocation, long-term strategy, risk oversight, compliance, and succession planning—are now simply table stakes. They are necessary but no longer sufficient requirements for managing risks to reputation.
As societal beliefs and expectations more viscerally divide, it’s harder to ensure a positive reputation simply with “good” corporate behavior or doing the “right” thing. In a divided society, the definition of good and the distinction between right and wrong are themselves matters of divisive debate.
We’ve seen this coming. In 2022, an NACD report described the “tipping point” in the rise of CEO activism resulting from the COVID-19 pandemic, George Floyd’s murder, the Black Lives Matter movement, gun violence, rising urgency to address climate change, and the Supreme Court’s ruling overturning Roe vs. Wade. In response, companies followed each other in a wave of progressive corporate positioning.
Three years on, many of those same companies, CEOs, and their boards are under attack. Critics decry, for example, “woke” DE&I policies and “wasteful” investments in climate mitigation, and no target is too large to be able to resist making changes, including Walmart.
In this fraught reputational environment, criticism can get personal. Individual board members have been targeted in proxy campaigns by shareholder activists leveraging the universal proxy card, by ideologues on social media, and even by elected politicians. President Donald Trump himself has been public and personal in his barbed criticism of business leaders and companies.
Directors might be forgiven for believing that they did not sign up to be public targets in the culture wars, but that is now an occupational hazard.
The risks are especially acute for public boards, but private company directors who might have thought they were immune to such scrutiny are finding that these controversies have found a path into their boardrooms as well.
The complexity of the reputational landscape demands more expansive and responsive corporate governance. Boards must be even more solidly grounded in the firm’s mission, purpose, and values–what the company stands for, and how that is integral to its current and future business. They will also need to assess carefully the “soft skills” of senior management candidates—political acumen, social insight, emotional intelligence, and personal resilience. And they will need to consider more robust ways to integrate reputational oversight into their enterprise risk management program.
As the next US administration and incoming Congress will bring a significant shift in government priorities and actions, some facts of corporate life in 2025 are already clear:
Extreme political divisions will persist, with business caught in the middle. Moving beyond the election results, Americans remain divided on hot-button issues, and polarization seems here to stay. A recent poll conducted by Johns Hopkins researchers showed that one in five partisan voters believe that their opponents are “downright evil.” The Washington Post has called polarization our new “default setting.”
In a Conference Board survey early in 2023, 89 percent of government relations executives and chief legal officers reported concerns about polarization and extremism among policymakers. They note that anti-corporate rhetoric and government favoritism is leading to large swings in policy, the use of government power to punish companies, and intensifying rhetoric from special interests. Forty-two percent of respondents expected it to get worse in the next three years. Their concerns have proved prescient.
Management teams will necessarily turn to their boards to seek the direction, support, and experience needed to help navigate this landscape.
Boards of directors, including individual members, will become lightning rods for social issues. The universal proxy card has created a new avenue for activist shareholders, dissidents, and even proxy advisors to identify vulnerable candidates for board refreshment. Grounds for attack can include not just the performance and qualifications of individual board members, but also their actual or perceived positions on a range of issues, or their personal characteristics and affiliations.
And social media campaigners demanding changes in company policies—for example, on DE&I—have learned that targeting a company’s board members or its executives by name on its own or as part of a more comprehensive outreach strategy can quickly result in the company walking those policies back.
Mis- and disinformation will complicate the task of protecting corporate reputation. A shared understanding of facts is now often missing in the competition for stakeholder hearts and minds—thanks partly to the self-reinforcing logic of social media algorithms, partly to partisan passions, and partly to the spread of “alternative facts” and deepfakes. Boards seeking to understand what stakeholders really think and how best to engage with them will need to contend with imprecise, conflicting, and often just flat-out wrong data. For example, the noisy, seemingly widespread social media backlash against corporations’ DE&I policies obscures the broad public and employee support for diversity and inclusion in the workplace.
As part of overseeing reputational risks, boards will need to pressure test management’s ability to detect and defend against misinformation and targeted disinformation.
Strategic and technical risks to reputation will continue to proliferate. A board member of a typical public company today must be conversant on a lengthening list of regulatory, technological, legal, and social topics—all of which have the potential to provoke controversy and invite reputational risk.
How companies and their board members address these issues will be closely scrutinized and critiqued. They may need access to expert, trustworthy, and objective advice across multiple domains in order to inform their own risk assessments and to judge management on theirs.
Culture change starts at home. A corporation’s brand and reputation manifests from the inside out. How external stakeholders view a company begins with how employees see it. The year 2025 will bring accelerating transformation in the workforce, with culture change driven by generational turnover, new communications and information technologies, and the push and pull over working practices—for example, remote work policies and ongoing unionization efforts.
All of this is further compounded by the complexities of labor dynamics in key sectors across the United States and other jurisdictions, including challenges in acquiring and retaining talent such as data scientists and technologists. Maintaining a culture that reflects the company’s brand and purpose in support of its business objectives is a management responsibility that the board must track and monitor.
The familiar truism that “culture eats strategy for breakfast” means that boards will need to be alert to the impact of these internal changes on how the organization operates and what risks these changes could bring to the reputation of the company, its management, and ultimately, the board itself.
A seat on a corporate board can be one of the most rewarding and meaningful opportunities for senior business leaders to make an impact. It offers a platform for helping shape and guide a business and its role in society. Now more than ever, however, those rewards come with the pressure and challenge of navigating reputational risks both within and outside the four walls of the company.
Niel Golightly is a partner at FGS Global specializing in strategic corporate reputation and issues management. He has worked with energy, automotive, advertising, retail, and software firms to assess and address reputational risks; develop strategies for brand and organizational transformations; build crisis readiness; and position C-suite leaders. Niel has held senior communications roles at Ford, Shell, Fiat Chrysler and Boeing and began his career in the US Navy as an aviator and Pentagon speechwriter.
Jeff McAndrews is a partner at FGS Global and leads the firm’s global crisis and issues management practice. He has more than 25 years’ experience developing and executing targeted communications campaigns to advance his clients’ business and brand objectives, specializing in crisis management, corporate reputation, litigation support, and cybersecurity. He has been recognized by Chambers & Partners with a Band 1 ranking for Crisis PR & Communications and by Lawdragon as one of the Global 100 Leaders in Legal Strategy & Consulting.
Liz Zale is a partner of FGS Global in New York and advises clients on corporate and shareholder strategy and reputation for companies, boards, and executive leaders. Her extensive experience driving best-in-class investor relations programs is complemented by deep expertise in crisis and issues management and financial communications, gained through leading investor relations and corporate communications for four different public companies. She has been recognized by Institutional Investor’s annual survey and in the NACD Directorship 100™ Governance Professionals.
About FGS Global
FGS Global is a leading global strategic communications and public affairs consultancy, with 1,400 experts in 31 cities around the world helping clients navigate complex situations and reputational challenges with the audiences that matter most. FGS Global provides seamless board-level and C-suite support through renowned expertise in strategy and reputation, crisis and issues management, transactions and financial communications, and global public affairs. To learn more, visit www.fgsglobal.com or connect with us on LinkedIn, X, and Instagram.
This article is part of the 2025 Governance Outlook report that provides governance insights for the year ahead.
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