- Make representations to the board and ask the board to review the strategy
- Seek to appoint new directors to represent their interests in the boardroom
- Offer their holdings for sale and pursue their interests elsewhere
Big box retailer, The Warehouse Group, is experiencing a bit of turbulence just now. The company has had a dream run over the past couple of decades. From its genesis as a single-store, The Warehouse Group has grown to become New Zealand's largest retailer. However, some tensions are starting to emerge. Some investors (actually, funds managers) are not happy.
The company is currently rebuilding its business model to meet emerging customer and market demands. In 2011, the company embarked on a five-year 'turnaround' strategy under Group CEO Mark Powell. The strategy, which involves both acquisitions and a major refit programme in existing stores in order to provide enduring longer-term returns and capital growth, was approved by the board and it was well signalled to shareholders and the market. Yet some shareholders are making their expectations of ongoing share price growth and dividend returns quite clear.
The emergent tension has the potential to be a major distraction for the board and management. Clearly there are two views on the table. The pressing priority for the company is that the shareholders, board and management are united in their pursuit of one agreed strategy. So, which view should prevail?
I'd like to suggest that the longer-term view needs to prevail, because that's the agreed strategy and it's probably the option that better suits the best interests of the company. However, I am not a funds manager trying to eek the most out of my 'product', the investment in the business. Ultimately though, if they are not satisfied with the performance of the business, the funds managers have several choices available including these three (amongst others, no doubt):
What would think is an appropriate course of action, and why?
When publicly-listed companies miss their revenue forecasts, as Wynyard Group and Orion Health both did recently, the stock market generally responds by discounting the share price. That's because the 'value' attached to the business is a mathematical calculation involving both current inherent value (generally represented by customers, intellectual property and other assets) and future value (expected revenue).
Knowing this, some companies announce somewhat optimistic forecasts, both to challenge sales and delivery teams, and to send signals to the market. When forecasts are achieved, everyone is happy. However, if forecasts are not met, the natural reaction of the market is to back out the value. Sometimes the market reacts quite strongly, especially if the share price has climbed significantly on the back of optimistic forecasts, press release statements and marketplace hyperbole. This raises some interesting ethical questions:
I don't have any strong views on these questions at present, other than to suggest they seem to be important to the smooth functioning of the market. Therefore, they probably deserve some air time. Depending on the responses to these questions, I may initiate some further research and develop some recommendations.
What's the difference between the average corporate board and a retirement home? If age is the measuring stick, then not a lot apparently. This article suggests that both are populated by people of advancing years. While it's easy to jump on any number of bandwagons (employment, ageism, relevance, promotion of younger people), there is probably more value to be gained by digging a little deeper to try to understand what impact 'advanced average age' might have on business performance.
Older directors can be beneficial in a boardroom environment, because age brings experience and wisdom, both of which are thought to be necessary for the making of good decisions. However, this view assumes that directors are actively engaged in the work of the board—an assumption that is far from universal in practice. In contrast, boards comprised primarily of older directors can be a hinderance to decision-making and business performance if the directors lack energy and focus; if their cognitive skills are weak; or, if they are not appropriately engaged in the work of the board.
The relationship between diversity and financial performance has not been convincingly established. However, I suspect that if shareholders actively seek to appoint a mix of younger and older directors to their boards they will experience better returns in the long run—but only if directors are competent and engaged. A diverse set of competent directors who are actively engaged in the work of the board is more likely to identify a broader range of strategic options and debate issues more vigorously than a passive, homogenous board. While decisions may occur more slowly (while options are considered and the debate occurs), they should be of a higher quality. And if high quality decisions are implemented well, then improved business performance is a likely and realistic outcome.
Age is probably just an indicator, another one of those blunt sticks that I mentioned recently. A better question for shareholders to consider is whether their directors are engaged, competent and committed to the cause.
Progress has been steady, but the pointy end of the process is taking longer than expected; more so following the arrival yesterday of some feedback from one of my supervisors. The feedback received over the past few weeks has been positive and encouraging. However, the latest feedback has introduced some unexpected obstacles to be dealt with. It's frustrating to say the least.
While it would have been nice for my supervisor to have signalled the issues to be dealt with earlier than this, the bigger picture—of providing an explanation of how boards can influence business performance—remains my guiding motivation. If the unsolicited feedback received from people around the world is any indication, many boards and business leaders are eagerly waiting to read and understand the recommendations. That's a huge responsibility. Consequently, I choose to remain focussed, even though the goal is now a little further away than previously thought. I'll keep you informed.
I posted a comment last week that challenged the "blunt stick" thesis that increased business performance is one consequence of appointing more women to corporate board positions. After pressing the "post" button, I steeled myself to receive a barrage of hate mail, from people that fervently believe that the appointment of women onto boards is causative to increased business performance. However, none arrived, although several people provided positive feedback (thank you).
The response made me wonder whether people are starting to move on. If this article, entitled Norway, France and Finland tried to help women by using quotas on corporate boards. It hasn’t worked is indicative, then maybe they are. The title says it all really. Given this, are we now prepared to admit that quotas are probably not the answer? Perhaps we really should bite the bullet, and start looking elsewhere for possible causes and explanations of how boards can or should influence business performance.
As always, I welcome your feedback—because I'm in learning mode as much as anyone else!
I've been pondering a seemingly straightforward term of late, in an attempt to resolve what appears to be an anomaly in our understanding of directors and how they work. The term is 'executive director'. It refers to a company director who is also a company executive. While seemingly helpful as a qualifier, I wonder whether the widespread usage of the term has led many, unknowingly, to a point of confusion and of unrealistic expectation.
The very act of qualifying the term director introduces—subconsciously at least—the possibility that certain directors should, could or do act differently from other directors. Independent director; executive director; non-executive director; inside director; outside director; and, lead director, amongst others are all part of the lexicon. Yet in most countries the statute is quite clear: there is only one category of director. Consequently, all directors are expected to act in the same manner as they fulfil certain duties, in the eyes of the law at least. But do they, and importantly, can they?
The role of 'executive director' seems to be quite troublesome. 'Executive' and 'director' are two distinct roles, yet the term conflates the distinct contributions into a new, third, role: someone who is a director and an executive concurrently. Is it possible to perform both roles concurrently and fulfil them dutifully?
Directorial appointments are full-time commitments: one can't be a director some of the time. Responsibility is not absolved just because a director is on holiday or working in another context. An executive who is also a director is required to fulfil their directorial duties at all times. They don't 'stop' being a director when they leave the boardroom and return to their executive role. Similarly, in the boardroom, how might a director who is also an executive make a critical and objective assessment of management performance? I've seen this problem many times in the boardroom. Executive directors are blatantly conflicted, yet many expect to make decisions on their own proposals!
I've concluded that the term executive director is an unhelpful misnomer.
If boards are genuinely committed to acting in the best interests of the company, a resolution is required. One option might be to exclude executive directors from every formal decision made by the board. Another perhaps more tenable option might be to ensure that non-executive directors make up the majority of directors, so that self-interested executive directors cannot capture the decision-making processes. A third option might be to adopt a policy at the shareholder level that executives will not be appointed as directors.
Do you have a view on this? I'd love to hear from experienced directors, chairmen and researchers, to learn about the ramifications of which of these options, and to hear whether any of them (or any other options not mentioned) might lead to higher quality decisions in the boardroom and better business performance.
If you ever needed proof that what goes around comes around, you need look no further than the Parole Board's decision to deny Rob Roest, former director of failed finance company Bridgecorp, parole. Roest received a six year sentence in 2012, after being found guilty on several charges relating to the failure of Bridgecorp. Despite being described as a model prisoner, Roest's "rather intransigent attitude to his offending" seems to have swayed the Board towards its decision to keep Roest behind bars.
In addition to giving Messrs Roest and Petricevic (who was also denied parole last year) more time to think about their actions and their attitudes, the decision provides a salutary reminder to all directors—that duties owed by directors to the company and to shareholders cannot be taken lightly. Directors who are unclear of their duties and responsibilities would be well-advised to read and apply the relevant sections of the statute, and to enrol for a professional development course with their local director's institute.
The board and business performance discourse has been maturing over the twelve months or so: beyond various "blunt stick" theses that link certain structural and composition attributes of boards with improved business performance (women, board size, independent directors, CEO duality, et al), towards more general (and more subtle and far more complex) notions of diversity, behaviour and interactions in the boardroom. The maturing that has started to occur is welcome. Most of the time, when we don't understand something, we start by investigating the obvious (what we can see). Then, if answers are not forthcoming, we dig deeper. The maturing that I referred to in the opening sentence is the start of the digging deeper phase.
The discourse has evolved in recent months, as people have begun to realise that answers to social problems rarely involve inanimate constructs like percentages. However, the conversation took an unexpected turn this week, with the publication of this well-written article in the Washington Post. It picked up one of the blunt sticks that I thought had been put down. The rhetoric is laudable, and it may well sell newspapers, but the argument is somewhat misguided.
McGregor and Schulte's article starts by commenting on the percentage of US board seats occupied by women: 19.2 percent. So far so good. It's only when you read the article for a second or third time that the underlying (and unstated) thesis—that more women on corporate boards is good—becomes apparent. It may be, but I doubt that the presence of women in boardrooms per se is the answer to the question of how boards can or should influence business performance. Rather, women are far more likely to be a proxy for another underlying quality or social mechanism that cannot be spontaneously observed. A diversity of opinion and life experience, to enhance boardroom debates, is one likely possibility. However, we don't know that yet.
More research is needed, including longitudinal studies of what actually occurs in boardrooms (silent observation), to identify the underlying qualities of directors, social mechanisms and tasks completed by boards that, importantly, actually make a difference to business performance in certain circumstances. Then, and probably only then, will the rhetoric start to gain substance amongst directors and the wider community. In the meantime, articles like those written by McGregor and Schulte need to be consigned to the cutting room floor, so that there is plenty of space available for articles that dig deeper.
My next trip to England and Europe, for meetings and to speak on corporate governance and related matters, is just around the corner. Thank you to everyone who has contacted me recently to discuss meeting options. Since posting the preliminary schedule back in December, several more commitments have been confirmed, including some meetings in Zurich. The updated schedule is as follows:
As you can see, the schedule is starting to fill up. If you would like to organise a meeting, or have me speak (anywhere in England or Europe is fine), please contact me.
Several of the articles from the winter edition of Ethical Boardroom are now available online, including the one that the editorial board asked me to write, on accountability in the boardroom. Here's a snippet:
The role of the director bears a weighty responsibility, so directors need to take their appointments, and the accountability that goes with such appointments, seriously. Most do, but some, clearly, flout the boundaries of moral, ethical, and in some cases, legal acceptability. Directors need to be beyond reproach. Clear demarcations of what is acceptable – and what is not – need to be established. This may mean that the curious propensity to collect directorships, as some badge of honour it would seem, needs to be called into question by shareholders and by the profession’s body. That directors with six or more appointments have any hope of providing any more than a cursory contribution is beyond us. The challenge, of course, is holding directors to account for this level of performance, among peers, in the public domain and through any legal processes that may be required.
Click here to read the full article. Thank you to the editors for the opportunity to make a contribution. I hope it stimulates some debate and, in some small way, advances the understanding of how boards can and should contribute to business success. If you have any feedback, or would like to explore the issues raised in the article, please contact me.