Just over twelve months ago (6 January 2016 to be exact), I wrote this muse, a reflection on both the state of corporate governance and the usage of the term. At that time, confusion over the use of the term 'corporate governance' was common, and the profession of director was shadowed somewhat by several high profile failures and missteps. The blog post seemed to hit a nerve, triggering tens of thousands of page views and searches within Musings; many hundreds of comments, questions, debates and challenges (including some from people who took personal offence that the questions were even asked); and, speaking requests from around the world. That many people were asking whether corporate governance had hit troubled waters and were searching for answers to improve board effectiveness was reassuring.
That was twelve months ago. How much progress has been made since?
At the macro level, seismic geo-political decisions; the rise of populism and the diversity agenda; and, risks of many types, especially terrorism and cyber-risk have altered the landscape. Also, new governance codes and regulations have been introduced to provide boundaries and guidance to boards. Yet amongst the changing landscape something has remained remarkably constant: the list of corporate failures or significant missteps emanating, seemingly, from the boardroom continues to grow unabated. Wynyard Group and Wells Fargo are two recent additions; there are many others.
Sadly, companies and their boards continue to fail despite good practice recommendations in the form of governance codes and (supposedly) increasing levels of awareness of what constitutes good practice. This is a serious problem: it suggests that, despite the best efforts of many, progress has been limited. Clearly, ideas and recommendations are not in short supply, but what of their efficacy—do they address root causes or only the symptoms? And what of the behaviours and motivations of directors themselves, and the board's commitment to value creation (cf. value protection or, worse still, reputation protection)?
That the business landscape is and will continue to be both complex and ever-changing is axiomatic. If progress is to be made, shareholders need to see tangible results (a reasonable expectation, don't you think?), for which the board is responsible. If the board is to provide effective steerage and guidance, it needs to be discerning, pursuing good governance practices over spurious recommendations that address symptoms or populist ideals. How might this be achieved?
An important priority for boards embarking on this journey towards effectiveness and good governance is to reach agreement on terminology, culture, the purpose of the company and the board's role in achieving the agreed purpose. If agreement can be reached, at least then the board will have a solid foundation upon which to assess options, make strategic decisions and, ultimately, pursue performance.
The level of interest in board effectiveness and good governance outcomes seems to be growing, or so it seems if the number of advisory, speaking and workshop enquiries that have arrived in recent weeks is any indication. Already, 2017 is shaping up to be busier than last year!
My first trip to the UK and EU for 2017 is scheduled for mid-March. The programme is starting to take shape, as follows. Commitments include speaking engagements (topics: the board's role in value creation, emerging trends and findings from my latest research), workshops (board capability development), advisory meetings and a training course.
If you have a question or want to set up a meeting, please get in touch.
EDIT (30 Jan): My diary is now nearly full—the only remaining opportunities to book a meeting are in London. If you want to meet, but not in March, or if you want to discuss the possibility of an engagement in the future, please register your interest. At this stage, it is my intention to return to the UK and EU in June and September.
Over the years, the boardroom diversity discourse has matured: from women on boards, to other forms of observable diversity, and now diversity of experience and thought. Diversity of thought is perhaps the zenith (but difficult to measure), because complex problems—the type that boards most frequently need to consider and resolve—need to be investigated from many different angles. Rarely does one (only) solution exist. More often, multiple responses are available. The challenge for an effective board is to elicit a full range of options, and analyse them carefully before making the best possible decision. Different perspectives are crucial if high quality decisions are to be produced.
The boardroom diversity agenda is laudable because it shines the light on board performance. However, a darker perspective exists, as I discovered last week when the following comments were made in my hearing.
A person was recounting to their colleague a recent experience as a candidate for a board appointment. He said that he'd been short-listed following a rather intensive initial interview and discovery process, and that things were looking good with an interview with the full board expected. But then the discussion took an unexpected turn: the storyteller related these comments from the appointment committee chair:
You are a strong candidate, perhaps the best. Your skills and expertise, background and approach to team-based decision-making are great. However, we will not be taking you any further because we need to be seen to be meeting public expectations by advancing the diversity mix on the board. I hope you understand.
I walked away, stunned. Is this an isolated case of reverse discrimination (I hope so), or some new form of 'normal', a modern-day stocking of Noah's Ark?
The New York Times has reported that Wells Fargo, a US large bank, is now struggling in the aftermath of the fake accounts scandal. It's hardly surprising really, especially given the questionable response from the board of directors. The drop in earnings and business performance that ensued and the subsequent erosion of trust among customers and in the marketplace has placed a heavy burden on the company, the board especially so.
What can be learned from this now well-storied case? Firstly, no one is perfect. Mistakes happen and people sometimes commit fraud. Secondly, and importantly, recovery is possible but this depends on certain actions being taken. The challenge (or, more accurately, opportunity) for the person or group that has made a mistake or perpetrated a fraud is to apologise and make good, and to re-establish trust with key stakeholders (staff, customers, shareholders and the market) as quickly as possible. This can be tough because it means admitting failure and swallowing some pride. But these steps are necessary if recovery is to be complete. The exemplar that is often cited is the Johnson & Johnson Tylenol case.
Usually, the recovery process involves making good with parties impacted by the event (showing remorse, apologising and making meaningful reparations), and changing behaviours, processes and, potentially, swapping out people to ensure the mistake or fraud is not repeated.
The board of directors has a crucial role to play in the recovery process, because company culture is usually a significant contributing factor in any failure. Boards must accept that ultimate responsibility for culture—as with everything else—resides in the boardroom. The Wells Fargo board and management would be well-advised to check the J&J case carefully for insights; commission an independent review of the operating culture (starting in the boardroom); and, commit to taking appropriate actions to cut away all vestiges of the scandal. A public apology wouldn't go amiss either.
Entrepreneurs—that group of individuals who put their resources and, often, their reputation on the line, in pursuit of a big dream—are interesting people. Some are brash and larger than life; others are quieter and more considered. Despite variations in style and personality, one common thread that binds entrepreneurs is the importance of leveraging (often limited) resources to best advantage to maximise the chance of seeing their dream realised. One important and oft-overlooked resource is the board of directors. Some of the questions I've heard entrepreneurs ask include:
I will be in Brisbane Australia on Tue 7 February 2017 to help entrepreneurs and directors of entrepreneurial businesses explore these questions. The Brisbane branch of Entrepreneurs' Organisation, a global network of more than 10,000 business owners in 42 countries, has invited me to deliver a talk and to host a workshop for members. The title of the two sessions are as follows:
The action of turning the calendar to welcome a new year generally sees commentators spring into print, creating lists of trends, predictions and recommendations for their field of interest. This year has been no exception, with many contributions in the areas of boards, board practice and corporate governance including by the CEO of Diligent Corporation, EY, KPMG, the Institute of Directors and Martin Lipton, amongst others. Some of the suggestions are specific to a jurisdiction or an operating context and some, when read together, is contradictory. So, how should boards and directors decide what is important and how to allocate their time? Which commentaries are most relevant, and what issues do boards need to pay closest attention to?
Rightly understood, the role of the board is to govern: to provide steerage and guidance to ensure desired company goals (purpose) are achieved (i.e., to practice corporate governance). The board needs to give its full attention to this demanding task, lest it become a cost centre, simply monitoring and controlling management or, worse, subservient to management. The following suggestions provide a starting point for boards wishing to improve effectiveness in 2017:
The pursuit of value (embrace a performance orientation): The board of directors carries the ultimate responsibility for business performance. This is understood in law, but what of practice? When surveyed or interviewed, many directors say that business performance is a high priority of the board. However, a quick review of how boards actually spend their time reveals a slightly different story: most boards seem to be more concerned with compliance, monitoring and control activities—the avoidance of corporate and reputational risk. If the board is to fulfil its responsibilities well, it needs to become a source of value creation (cf. value protection or risk avoidance). This means the board need to allocate sufficient time to the consideration of corporate purpose and strategy, and ensure that all strategic decisions are taken, explicitly, in the context of the agreed purpose and strategy. (This is not to say that performance monitoring should be ignored. Rather, boards need to ask management to report actual performance against strategy and strategic priorities, so that the board can determine whether desired outcomes are being achieved or not. If the CEO's report is written in this way, the board can take it as read, rather than waste time interrogating each section.)
Understand and respond to the complex risk landscape: In recent years, many correspondents have encouraged boards and directors to become more savvy in specific risk areas. These have included climate change, cybersecurity and disruptive technologies, amongst others. While calls for specific expertise to be added to the board are not inappropriate per se, the more pressing challenge for boards in 2017 is to embrace an increasingly complex risk landscape holistically. Directors, collectively, need to be able to identify major risks to the business (i.e., the achievement of strategy and desired performance goals) on an on-going basis and, having understood them, make informed decisions to maximise the chance of achieving the agreed strategy and goals. To ask directors to be experts on all emerging risks in such a dynamic landscape is wasteful and, probably futile. Rather, boards need to stay focussed on the big picture—the determination and achievement of strategy. In so doing, boards should seek out experts (notice the plural) from outside the company (this is important, otherwise, the board risks being captured by management), to address the board directly and debate the likelihood and appropriate response options to emergent risks. This additional source of information should enhance both the board's consideration of strategic options and the quality of the strategic decisions that follow.
Accountability: Many companies have suffered at the hands of sanguine and, sometimes, fraudulent managers and ineffective boards (because they are not sufficiently engaged or informed) in the past. Sadly, more examples emerged in 2016 to suggest that some boards continue to flout their responsibilities: Wynyard Group and Wells Fargo being two of them. It is little wonder that 2016 saw further rises in shareholder activism. At the core, the problem is social; one of behaviour and expectation. If boards are to contribute effectively, to minimise the chance of corporate failure, one or both of two accountabilities—the board holding management to account and the board providing an account to shareholders—must be addressed. Directors are appointed by shareholders, and boards are responsible for both ensuring the on-going performance of the company they are charged with governing and providing an account to shareholders. While a strategic mindset is crucial (the value creation imperative), the underlying attribute needs to be one of service: the board and management working harmoniously together, as a team in service of the company.
These suggestions are offered for the consideration of boards seeking to make effective contributions in 2017 and beyond. While this short list is neither exhaustive nor intended to replace any other list, it may provide a useful basis for debate at a board meeting. The three suggestions—drawn from personal observations of boards in action, interactions with directors and readings—seek to establish an overall context to assist boards consider emerging trends and strategic opportunities, and so govern effectively in an increasingly complex world. If you would like to discuss the applicability of these suggestions to your situation, please get in touch.
One of the great joys of the holiday season is the opportunity it presents to let the mind wander, both to relax and recharge after a busy year, and to draw strength for the year ahead. Whether out walking, chatting with friends, completing personal projects or, more simply, sitting and reading, the time and space afforded by the lull in both business activity and the associated flow of correspondence is one to be savoured.
Amongst the books and papers that I have read in the past two weeks, the edited summary of a speech by Admiral James G. Stavridis at the National Defence University convocation in 2011 stood out. (Stavridis retired from the US Navy in 2013. He is now Dean of the Fletcher School of Law and Diplomacy at Tufts University.)
Stavridis offered the class of 2012 three keys to successful leadership in the 21st-century: read, think, write. The straightforward though wide-ranging message contained some real gems, applicable to leaders from many walks of life, especially those involved in demanding and fluid environments. Here are a few of the standout comments:
"The quintessential skill of an officer [leader] it to bring order out of chaos."
"Reading is the rock upon which you will build the rest of your career."
"We must think our way to success in incredibly complex scenarios."
"After you read, and think, I would argue you must write. Writing ... is essential in communicating what we have learned, as well as allowing others to challenge our views and thus make them stronger."
"Diversity of capabilities, capacities, and responses to any challenge should be seen as a strength, not a weakness, but only if action and tools can be used synergistically."
Stavridis said that collaboration, an innovative mindset and a preparedness to move quickly in response to emergent opportunities are crucial attributes if leaders are to meet and successfully overcome complex situations. The keys—of reading, thinking and writing—provide the foundation. However, a comprehensive approach is still needed: to bring together and synergise the talents of a variety of people from many different quarters, because no one person has all the insights let alone answers.
The parallels between the military examples mentioned by Stavridis and the business context are striking. If military campaigns are to be successful, generals must understand complex and fluid situations, deal with emergent opportunities and challenges, and make decisions promptly. Similarly, company success is contingent in no small measure on the effectiveness of the board as a decision-making team.
Despite the seemingly unending demands that press in, the most valuable asset in the director's arsenal remains: namely, the gift of time. How will you use it to your advantage in 2017?
Christmas Eve is upon us, signalling both the end of the work year for many (including me) and, importantly, one of the most significant days on the Christian calendar.
Before stepping away from my desk and client projects for a few days, I want to express gratitude to the thousands of people around the world who sought advice, attended courses, listened to talks or asked questions during 2016. Thanks also to an anonymous readership: the website received over 382,000 page views (double last year)—a level of interest beyond my wildest imagination. I count it a great privilege to have had the opportunity to serve so many boards and directors. Thank you for your encouragement and support.
Looking to 2017, my commitment to serve boards and directors intent on realising the performance of the companies they govern is strong. To this end, if you have a question or a request, please let me know and I'll respond in the first few days of 2017. In the meantime, my best wishes to you and your family. Kia kaha.
Corporate governance—the concept and the practice—has been the subject of much debate over the past two or three decades, especially as researchers, shareholders and the public have sought to make sense of the extent and meaning of the term and the appropriate role of the board.
A cacophony of ideas and understandings have now pervaded our academies and directors' institutes (including that the scope of corporate governance extends well beyond the boardroom to include the whole of the organisation). As a concequence, the appropriate role of the board is not clear. Is it one of oversight and control, or is the pursuit of performance more important? The answer to this question is dependent on one other: What exactly is corporate governance? Many directors have become confused about these questions and, as a result, the appropriate role and contribution of the board.
Thankfully, a straightforward answer is at hand.
The term 'corporate governance' was coined just 56 years ago by Richard Eells, an academic. He used the term to describe "the structure and functioning of the corporate polity" (the board of directors). Sir Adrian Cadbury added that corporate governance is "the means by which companies are directed and controlled". In other words, corporate governance is an overarching term to encapsulate what boards (should) do as corporate goals are pursued. Corporate governance frameworks (such as those proposed by Tricker and Garratt) provide the underlying detail: they describe how the board should steer and guide the company it is responsible for governing.
Directors expecting to make effective contributions in 2017 and beyond would be well-advised to consider this what–how distinction very carefully: a common (and agreed) understanding is crucial if the board is to work harmoniously and decision-making is to be effective.
The annual general meeting (of shareholders) is an important forum in company life. It is the forum where shareholders have the opportunity to engage with the company directly, and at which the board of directors is duty-bound to provide an account. Typically, such engagement includes hearing reports about the company performance (typically the outgoing financial year) and outlook; asking questions; and, importantly, making important decisions including, inter alia, the election of directors who will be charged with overseeing the company (making decisions and ensuring performance) until the next annual meeting.
Despite the importance of the annual meeting, attendances have been declining in recent years. For example, Tony Featherstone, a commentator with the Australian Institute of Company Directors, recently observed that attendances have declined by 25 per cent over the decade to 2015. Others have noticed similar declines. Reasons for declining attendances are many and varied. While the lack of time and the tyranny of distance are commonly cited, a perceived inability to influence the decision-making process is a big turn-off for shareholders—especially those who perceive that voting has been stitched up before the meeting.
Some commentators have suggested that new approaches are needed if shareholders are to be re-engaged. One alternative that has garnered widespread interest is the 'virtual annual meeting' to replace the in-person meeting. Tony Featherston and Anthony Hilton have both argued the case recently.
Superficially, the concept of a virtual annual meeting sounds great. Shareholders who cannot attend the annual meeting in person can particpate via an electronic channel. They can listen to presentations, ask questions and vote—and they can do so without incurring the time and monetary costs of travelling to attend in person. But does remote attendance constitute acceptable engagement? Shareholders attending virtual meetings often cannot 'see' or interact directly with other remote participants. Consequently, the balance of power can (and does) shift from its rightful place (the shareholders) to the head table (the board of directors). The casuality is debate.
Clearly, the prospect of introducing virtual annual meetings comes with benefits and costs.
The challenge for shareholders is to resolve whether the benefits of the virtual annual meeting outweigh the more traditional in-person meeting. Both formats have their strengths and weaknesses. Does the virtual meeting (a group of people sitting at remote locations with computers or tablets and collaboration software) enhance genuine participation (cf. attendance) as is claimed, or is the construct a thinly-veiled attempt by the board or management to assert control and constrain healthy debates at annual meetings? And what of accountability? Where does that lie and, importantly, where should it lie? The answer is analogous to the quantity vs. quality debate.
The annual meeting is the sole opportunity for shareholders to hear from the board and to hold it accountable. Accountability rightly includes answering questions and responding to challenges from those to whom the account is being provided. Boards should not be exempt from such scrutiny. Caveat emptor.
Thoughts on corporate purpose, strategy and governance; our place in the world; and, other things that catch my attention.