Corporate governance is an asset that needs to be managed on a continuous basis -- a feat that is easier said than done, especially from the corporate perspective.
"I think a company can only have one strategy, one vision, and everyone has to be in line to achieve it," said Robert J. Hugin, executive chairman at Celgene (CELG) - Get Report , at TheDeal's corporate governance conference on shareholder activism and value creation Monday.
The issue, then, becomes how to make sure management, board members and shareholders are rowing in the same direction and agree upon where the finish line is located.
Hugin took part in a panel titled "The Corporate Perspective: Examining Corporate Governance Initiatives and Shareholder Management Programs" moderated by TheStreet's Jim Cramer and delving into how companies can and do go about the issue of corporate governance.
Companies must approach corporate governance from various angles, looking at individual fact patterns, connecting the dots and getting ahead of any possible issues. Martha Carter, senior managing director at Teneo Governance, suggested companies pay attention to the "ABCs" -- audit, board membership, compensation and shareholder rights.
She and other panelists identified compensation as an especially touchy issue, emphasizing the importance of clarity in its ties to importance. Put simply, companies must communicate to shareholders why they're paying what they're paying and make sure performance alignment is obvious. Stock price isn't the only factor in play -- it's also expectations, goals and milestones.
"The compensation of each member of the board or executive team should be linked totally to...the goals and objectives and the milestones that have been fixed at the end," said André Choulika, CEO and chairman of Cellectis (CLLS) - Get Report .
In other words, stock price is one thing, execution is often another. On that front, firms must effectively communication what they are trying to do.
Management has to make sure it is constantly telling a story and delivering on promises, said Susan Salka, CEO, president and director at AMN Healthcare Services (AHS) . She was also careful to emphasize that short-term milestones are not to be overlooked, comparing quarterly earnings calls to college quizzes that aren't exactly inconsequential.
"You have to do well on the quiz. Otherwise you'll probably fail the final," she said. The difference for her company, of course, is that it sets the content on the quiz -- it lays out what a passing grade is and aims to make it.
It's not just goals that should be short term -- it is, at times, board members, too. A seat in the boardroom isn't a life-long position where contracts are automatically renewed.
"There's still too much desire of board members to continue their service as board members," said Hugin.
"It makes for a more progressive fresh perspective to the strategy," said Salka. "I'm not only drinking the Kool-Aid, I made the Kool-Aid."
Perhaps Thomas J. Quinlan III, president and CEO of R.R. Donnelley & Sons (RRD) - Get Report , put the balancing act at hand best. "The board is part of you team...you want to make sure they're moving at the same pace as you are," he said.