I'm pleased to introduce Powerful Governance, a one-day learning workshop that I will be contributing to soon. Powerful Governance is the brainchild of Heidi Borner, an accomplished business advisor who sees a direct link between a strong health and safety culture and high business performance. The workshop series is designed to help boards leverage the essential elements of good corporate governance and a strong health and safety culture, resulting in a more holistic understanding of how to pursue business performance outcomes from the boardroom.
More information about the workshop, including an outline of the programme and an on-line registration page for the next session on 27 June 2017, is available at the Powerful Governance website.
The question of whether companies with gender-diverse boards perform better than companies devoid of gender-diverse boards has been debated with passion for many years now. The locus of much of the early discourse was women on boards. However, the rhetoric has matured in recent times.
Whether motivated by political, social or cultural ideals, the weight of opinion amongst consultants and practicing board members now points to a positive correlation between various diversity attributes (sex, gender and ethnic identity, inter alia) and company performance. But is this a reliable reflection of reality? Wittgenstein's aphorism provides a useful reminder that all may not be exactly as it seems:
From its seeming to me—or to everyone—to be so, it doesn't follow that it is so.
Recently, Katherine Klein, a professor of management at The Wharton School, reviewed the findings of rigorous peer-reviewed studies and meta-analyses, in search of a more complete understanding. Her conclusions, which include the following comment, paint a rather different picture from normative opinion:
Rigorous, peer-reviewed studies suggest that companies do not perform better when they have women on the board. Nor do they perform worse. Depending on which meta-analysis you read, board gender diversity either has a very weak relationship with board performance or no relationship at all.
Klein also discussed possible reasons and implications of her findings. Boards and nominating committees would be well-advised to read Klein's commentary, understand the nuances and contextual factors and, most importantly, debate the implications for practice.
Postscript: Another review of the board diversity literature is available in my thesis (see pages 39–40).
"In our world now, the primary mover for reproductive success—and thus evolutionary change—is culture, and its weaponised cousin, technology."
The words in this quotation, originally published in National Geographic (*), stood out when I first read them recently. They seemed to lift themselves off the page, as if to highlight their significance. The penny dropped when I realised the quotation is applicable well beyond the [biological] world from whence it emerged.
Take boards of directors for example. The quotation suggests that board effectiveness (and, by implication, company performance) is more likely to be influenced by board culture and appropriate technology than any static attribute such as a particular board structure, composition or governance code. This intuitively attractive proposition enjoys widespread support in the academic literature, and case studies of actual board experiences have been reported.
Yet board and company failures abound, which begs an awkward question. Why do some boards continue to prioritise structure and compliance (with statutes and codes of practice) over culture and technology, especially when a stronger focus on the latter is more likely to lead to increased board effectiveness and, importantly, better company performance?
(*) D.T. Max (2017). Beyond Human, National Geographic, April 2017, p.49.
Monday 8 May 2017 shall, in our household anyway, be remembered as a significant date. It was on this date that a father and a daughter both crossed the stage to receive recognition for their respective achievements.
While the day was special for close family members in attendance, the awarding of academic credentials is by no means an endpoint. Rather, it marks a weigh point on a long-term journey. The priority for Megan now is to build her career in international business, marketing and customer service (get in touch if you have an opening for a willing and able staff member). I will continue to encourage boards and directors to focus on what really matters: fulfilling their responsibility for company performance.
Bob Tricker, named by Sir Adrian Cadbury as the godfather of corporate governance, is a hero of mine. While he did not 'invent' the term (Richard Eells did, in 1960), Tricker did do most the heavy lifting—helping all of us who followed understand what corporate governance is and, crucially, what it is not.
Sadly, some directors, consultants and academics have lost sight of Tricker's useful guidance; wandering off to propose all manner of definitions and descriptions. Thankfully, Tricker and a few others have continued to carry the baton, periodically reminding us what corporate governance actually is. Recently, Tricker put pen to paper again, writing this short piece to call out a common mistake: of conflating governance and management. That these two terms are used interchangeably has become a real problem.
A key insight from Tricker's most recent article is that corporate governance is what the board does. In contrast, management is what managers do. Sometimes, the two distinct roles (director and manager) are performed by the same person (an executive director, for example). In such cases, the person performing both roles must be diligent in the extreme, to correctly discern the particular hat they are wearing at a given moment in time.
Thank you for the timely reminder Bob.
The storied fall from grace of Wells Fargo continues to produce fodder for both informed discussion and speculation. And rightly so. Much can be learned from this case, of a once-proud bank that started believing its own press, and then breaching ethical and legal boundaries. To maintain a fictitious facade undermines the confidence that many private citizens place in banks.
The first, and most important learning is that when trust is eroded—regardless of whether through illegal and immoral actions or more simply ineptitude—consequences typically follow. In Wells Fargo's case they have, well mostly. The bank's share price and reputation have both taken a hit: mistrust being a heavy burden.
Now, the results of an independent investigation into the fake accounts scandal have been published. The report is comprehensive (it is nearly 100 pages long). The stated goal of the investigation was to identify the root causes of "sales practice failures", so that "these issues can never be repeated and to rebuild the trust customers place in the bank". So, what was discovered?
Expectedly, operational failings were uncovered. The report lays much of the blame on the shoulders of the then chief executive, Mr Stumpf. This is appropriate because the chief executive is the person who is normally responsible for operational performance, in accordance with both approved strategy and policy. Changes to personnel and practice have been made.
What is perhaps surprising however, is what is not reported. The board does not appear to have looked in the mirror. Yes, the roles of chairman and chief executive have been separated and allocated to two different people—but what of the board's engagement in effective oversight of management? The board of directors knew of the sales practice failures as early as 2014. Remedial actions were (supposedly) taken in 2015, and management reported these were working. But who checked?
That the board knew about the problem and remedial actions were supposedly taken is clear. What is far less clear is whether the board satisfied itself that the actions had in fact been taken and/or that the desired effects had been achieved. Sadly this is not uncommon. That the board trusted management, and blindly so it would seem, does not excuse the board from the consequences of the scandal that followed.
The board-commissioned independent review has shone the light brightly on management. Problems have been identified and actions taken. This is good. Now, one significant step remains: the board should have a good long look in the mirror.
Further to my recent announcement, the full findings of my doctoral research are now available. You can read the abstract here, or download the full thesis (all 359 pages!):
Understanding corporate governance, strategic management and firm performance: As evidenced from the boardroom (5.2MB, PDF)
The research is informed by a longitudinal multiple-case study of two large high growth companies. Data was collected from direct observations of boards in session, and multiple secondary and tertiary sources, creating a rich and rare data resource. The analysis revealed numerous insights, leading to a mechanism-based model of the governance–performance relationship and an explanation of how boards can exert influence beyond the boardroom including firm performance.
If you would like to discuss the research (or raise a challenge), ask a question or explore how your board might benefit from the findings, please get in touch. I'd be glad to hear from you.
One of the biggest corporate news stories to break in 2016 was the Wells Fargo 'fake accounts' scandal. Many commentators, including me, wrote op-eds. At the time, I wondered whether the company had lost sight of its corporate purpose (reason for being), or if greed and hubris had permeated the corporate culture. These were speculations based on partially formed publicly-available snippets of information. Thankfully, the company initiated a far-reaching review, to try to get to the root of the problem.
Now, six months after the scandal was uncovered, the post-scandal investigation is reportedly wrapping up. Hopefully, the underlying causes will be identified, and credible recommendations to restore customer and market confidence in this once-fine brand will be presented. I look forward to reading the report.
This is the second of two instalments summarising observations from my recent two-week skip across Western Europe. This summary covers the UK leg of the trip. You can read the first instalment here; the European leg.
The trip was framed around four objectives, namely, to share learnings from my recently completed doctoral research and discuss the implications for boards; fulfil some speaking engagements; discuss emerging trends with boards; and, attend a training course. After travelling between cities (actually, countries) every day during the first week, the second week was much more settled. I was based in London for two-and-a-half days for meetings at institutions and with directors. The balance of the week saw me at Cambridge University, for a training course. Here's a brief summary of the key observations:
If you would like to know more about these observations, please get in touch.
In the last two weeks I have visited six countries spread across three timezones; slept in seven different beds; experienced snow, sunshine and rain; attended an intensive training course at Cambridge, one of the world's top universities; delivered six formal presentations; and, participated in more than 50 significant discussions about organisational purpose, corporate governance, strategy and board effectiveness. It's been invigorating! Along the way, I've been fortunate to gain many insights, a few of which are summarised in the points below:
These are but five significant insights to emerge. If you'd like to know more, please get in touch.
This is the first of two postings, covering the first week of my nomadic journey. Watch for the second posting soon!
Thoughts on corporate purpose, strategy and governance; our place in the world; and, other things that catch my attention.