ITL #610 Strengthening the board of directors: its new communicative responsibility is key

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Six recommendations from a PR strategy perspective that support boards of directors. By Stephan Oehen.



If a company unexpectedly becomes the focus of public criticism, the reasons for this are often homemade, such as the announcement of a redundancy before the festive season or the summer break, which is considered a negative example in corporate communications. In Switzerland, Johnson&Johnson, one of the largest healthcare companies in the world, made it onto this "best list" this year, even though only 100 out of 5,500 Swiss employees are losing their jobs in 2025. The decision to communicate the job cuts shortly before Christmas 2024 is probably not down to the communications department.

In Germany, the Volkswagen Group tops the negative list. The company announced tens of thousands of redundancies in December, which was used as a political manoeuvre by the trade unions in Germany. They are using the emotional impact of the threat of redundancies to secure public sympathy. The Volkswagen crisis has not yet been overcome in Germany, although an agreement was reached shortly before Christmas. Such a process undermines the credibility of the brand and the company. Johnson&Johnson, on the other hand, should sail in the slipstream of the turn of the year and escape without any damage to its image.

The two examples are fundamentally different, but they raise the same questions: Why does a board of directors support such management timing and accept that not even the best communications team and the best external consultants can avert the damage to its image?

The responsibilities of a board of directors can differ from country to country, for example in the USA, the UK, Germany or Switzerland, in legal, regulatory, organisational and cultural terms. Nevertheless, they have one role in common: they bear ultimate responsibility for the company on behalf of the shareholders. The core tasks of a board of directors include monitoring the management and determining the strategic direction of the company.

Consultancy practice today shows that developments in the corporate environment and media are leading to new challenges in corporate communications. This also applies to the board of directors and its executive committee. The observation is supported by a recent academic study of the German supervisory board level by Sandra Binder-Tietz: Stakeholders expect comprehensive and up-to-date information regarding the activities of the board of directors, and not only in crisis situations. In addition to corporate governance topics, personal assessments are also expected as information content. The author of the study therefore calls for adjustments to the communication process that go beyond the legal requirements for investor relations and the typical national practices in investor dialogue. Using the example of the corporate landscape analysed in Germany, Binder-Tietz specifically calls for the following: "For professional communication by supervisory board chairmen, it is necessary for there to be clear responsibility for their communication management."

Defining roles in this way makes the work of those responsible for communication much easier. They are put in a position to implement better communication on topics relevant to the board of directors. Just as importantly, this can reduce the risk of conflicts of loyalty with management. As practice shows, management and the board of directors often stand in each other's way, and not just when it comes to communication.

This matters for SMEs too

The demand for clear communication from the board of directors to the management, shareholders and employees is also becoming increasingly important for small and medium-sized enterprises (SMEs). In economic areas characterised by SMEs, such as Germany, Switzerland and parts of the Anglo-Saxon world, boards of directors have long been developing more and more into sparring partners for company management, also with regard to internal and external communication. However, boards of directors rarely have direct access to the resources of the communications department. Crisis communication is an exception to this rule. In well-managed crisis management, the board of directors and management move closer together, whereby the clear allocation of communication roles is essential.

Those who accompany challenging change processes in companies as Chief Communications Officer (CCO) or as an external communicator often want an ally at board level. The professionalisation of boards of directors is a frequently occurring characteristic. Unfortunately, experience in operational communication roles still plays a subordinate role as a board of directors criterion. The Swiss professional board member Luisa Delgado is an exception. She not only has many years of international experience as a global CEO, but has also held public relations roles in the past. The luxury and technology group Swarovski and IKEA are likely to benefit from her communications experience. She is President of Swarovski and a member of the Board of Directors at Group level at IKEA. Delgado emphasises the importance of the communication role of a board of directors, particularly in relation to family shareholders.

What do these observations mean for communication practice in general? In view of the interdependencies, it is difficult to draw up a catalogue of requirements. Nevertheless, the following observations can be helpful for boards of directors as well as communications departments and their external consultants to better manage communications at the strategic decision-making level:

  1. In the context of increasing personalisation in social dialogue, boards of directors and in particular their chairmen are taking on a new central role in making corporate decisions visible, transparent, comprehensible and therefore credible.
  2. A positively perceived role and activity of a board of directors as a body or a board chair supports corporate communications at all levels, not only in times of crisis. This applies e.g. to the comprehensibility of decisions in the political environment (public affairs), the lasting effect on the share price (corporate communications, investor relations) and the credibility of the safety of a product line, for example (marketing communications).
  3. The requirements for the composition of a board of directors should be revised accordingly. The integration of communication experience into the board of directors is beneficial for all stakeholders.
  4. Corporate communications experience within the board of directors can strengthen the support of shareholders in difficult situations, because it not only facilitates dialogue at "eye level", but also reduces certain dependencies between the board of directors and management.
  5. If it is not possible to anchor communication experience at the level of the board of directors, Corporate Communications should be more closely involved. In this case, it is advisable assign the CCO both the process responsibility "board of directors communication-management" and "management-communication management". In larger organisations, implementation should be split between different teams within Corporate Communications for resource reasons.
  6. Thanks to their independence, external advisors can be utilised more frequently and not just in times of crisis. They are in a position to better orchestrate the external and internal communication of the board of directors and company management towards its stakeholders.

If the CCO provokes a discussion of roles in the board of directors and management, the potential for conflict is likely to be smaller than the opportunities for the company if its board of directors can take a stronger and even more independent approach. Also in their own communication.

It will be interesting to see to what extent the further training for board members that is now essential for many board appointments – such as the Board Director Diploma from the IMD Business School in Lausanne or the Non-Executive Director Diploma from the Board Director Programme of the Financial Times – will also meet the increased demands on the communication skills of future board members. An institutionalised exchange with corporate communications practitioners would certainly be a useful addition to sharpening the profiles of the board trainees.


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The Author

Stephan Oehen

Stephan Oehen (56) is a strategically leading Swiss PR consultant with an international track record. Among other things, he was a member of the board of directors and later chairman of a major SME listed on the Frankfurt stock exchange. As a crisis consultant, he regularly supports boards of directors in overcoming a crisis in terms of communication and securing the corporate strategy in terms of communication.

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