How time flies. In just two weeks' time (14–20 Sept), I will be back in London again—this time to attend the Organizations with Purpose conference at the London Business School (thank you for the invitation), and to continue discussions with ICSA and others intent on building board capability. I count it an honour to serve boards and directors in the UK, and look forward to meeting colleagues and clients again, and to sharing insights with new acquaintances as well.
While my diary is filling fast, I have room for a few more discussions. Please get in touch if you want to discuss emerging board practice trends, explore the possibility of me speaking at an event or with your board, or learn how to use my latest research findings to improve board practice and business performance. I'd be delighted to hear from you and look forward to meeting you (during the day or over dinner, to suit you).
British Prime Minister, Theresa May caught the attention of many recently when she raised the possibility of requiring companies to reserve positions on company boards for employee directors. This proposal, which was suggested amongst other measures as a means of curbing perceived corporate excess in the UK, has received a mixed response, including support from the Institute of Directors and wonderment from others.
Increased diversity has been associated with improved decision quality, so including employee directors at the board table should be to the organisation's advantage, shouldn't it? On the surface, yes. However, experience tells us that one of the very real challenges of reserving places on boards, be it via a gender-based quota mechanism (e.g., Norway) or to provide a voice for an interest group (e.g., parent representatives on school boards), is that people bring baggage. Representation is a problem: candidates appointed because they meet the representation criteria often struggle to act in the best interests of the organisation when they take their position at the table.
The conflict (of interest) that employee directors face is even tougher to manage because it is directly personal. On one hand, employee directors are paid to perform work and implement strategies, while on the other they are expected to make decisions in the best interest of the company. Decisions made in the boardroom may not be to the employees advantage (e.g., to close a loss-making division, resulting in job losses). To expect an employee director to subordinate their personal and collegial interests in favour of what might be best for the company is likely to be a tall order; it may not even be realistic.
Yet the German experience (one of the most successful economies since World War II) suggests that the inclusion of employee directors can be made to work. But the German system of corporate governance is framed on the notion of two-tier boards, and employee directors sit on upper (supervisory) board not the executive board where the important strategic decisions are made. Also, supervisory boards normally only meet a few times each year, meaning the focus is more directly one of oversight, in a manner not dissimilar to an annual general meeting of shareholders in the unitary system.
If the corporate excess that May has called out is to be corralled (as it should be), the underlying basis of corporate governance (the means by which companies are directed and controlled) should be reviewed. A holistic review is needed to ensure the addition of specific measures (e.g., representative positions) does not inadvertently introduce other problems like suboptimal decision-making. Any review needs to extend beyond board structure and composition to the behaviour of directors and the activities of boards. Directors themselves also need to take responsibility for their actions; invest time understanding the business of the business; and, take their commitment to act in the best interests of the company seriously. I've written and spoken about this many times in the past. If directors embrace these suggestions, enforced structural provisions (e.g., representative groups) may no longer be required. But this relies on directors behaving well and doing 'the right thing', a reliance that has a chequered history.
South Africa's flag carrier, South African Airways, has hit turbulence. Severe turbulence. The airline, which is in financial trouble as a result, most probably, of some poor decisions in the past, has been negotiating a debt refinancing package. However, the package reportedly contains some unusual characteristics (read: extremely high fees). Now, a staff member has blown the whistle; the board has been called out; and, the matter is being investigated.
Even a cursory inspection suggests that something is amiss, and badly so. Problems that seem to stem from poor decision-making at the top of the organisation appear to be endemic. Whether the underlying driver is greed, hubris, corruption, ineptitude or something else remains to be seen. Regardless, South African Airways is in trouble. The board appears to be missing in action and the 'corruption' word has been mentioned making situation very messy, to say the least.
Sadly, SAA is not an isolated case. Recently, Sir Philip Green fell from grace; and, it was not that long ago that FIFA, Toshiba and Volkswagen suffered 'setbacks'. It's little wonder that hard working people have any time for boards of directors. The sources of governance failure are well-storied. However, the natural response—hard law—has done little to improve things (because people who want to generally find their way around things that inhibit them). Different measures are required, perhaps starting with culture, values and purpose. Board appointment processes also need to change. Unless and until 'bad eggs' are exorcised from boardrooms and held to account, the actions of a few will, no doubt, continue to make life hard for the rest of the director community.
Business leaders cite change management as their biggest challenge, both on a day-to-day basis as well as from a long-term internal culture perspective. This challenge is what sees change management consultancies make millions of dollars per year, from acting as an external driver and catalyst. What many executives fail to realise is that they actually fear change themselves.
Are your own fears a subconscious barrier to the change you know your business needs to make?
Coming to terms with human nature:
At the most basic level, the fear of change is hardwired into us. Those of us who like change are therefore the different ones. If we fear change, we’re normal, regular human beings. Some of us might even struggle to come to terms with the fact we find change difficult. If you fit into that particular category, it shouldn’t be something you worry about.
Embrace change or walk away?
Often we’re faced with this very simple question: do we embrace change, or do we walk away? When walking away is the option picked, there may not be an actual fear of change itself, but of the process that needs to be gone through before that change is implemented.
As business leaders, we may resist change because we’re not too excited about the process of self-analysis that we need to go through. Self-analysis usually raises some tough questions that need to be asked, and human nature dictates that we don’t necessarily want to have that internal conversation—or learn the answers.
Change carries risk:
With change comes risk. This is perhaps the biggest reason why so many executives, and by extension businesses, continue with the status quo. A business with six-figure profits could embrace change, and in a few years be approaching eight-figure profits. However, this business may be happy with what it is currently achieving. While the proposed change will put certain things in motion to help the business move forward, it may also trigger other events, more self-analysis, and drive demand for change in other areas as well.
Change can, therefore, be something of an unwelcome can of worms. The executives who deal with their own fear of change effectively and, therefore, manage change better within their businesses, are those skilled at focusing on the positive final result, even if this may be years down the line.
Beating your internal fears:
Beating any internally-held fear of change comes down to your approach. Many executives—even today when data and tangible insight is more readily available than ever before—still rely on gut feeling and “tradition” in terms of their business processes. Learning to embrace change may be as simple as learning to embrace the data and tools available to help you understand the impact change can have, and how you can manage that change yourself to a positive outcome.
Most importantly, it is crucial to recognise that change is not instant. When change is implemented and managed correctly, it is very much a soft evolution rather than an immediate, overnight change in culture that completely redefines how you operate. Change isn’t always the answer, but do not allow your internal fears to stop you assessing whether it might be what you need.
Guest blog: Gemma Walford is head of Sales and Account Management for Convene for the EU region. She has extensive experience in the Public sector and a particular interest in improving productivity and business change. Azeus Convene is a board portal, developed to serve the needs of boards and management teams around the world.
Last week, I had the privilege of spending an entire day with the directors and executives of a highly-regarded architectural practice. The large practice has developed a great reputation over several decades for creating 'meaningful' architecture—buildings and spaces that 'fit' the surrounding environment, and that people enjoy living and working in. The job at hand was to facilitate a strategy development workshop, working with eleven capable and motivated men and women to select a course to guide the further growth and development of the practice. In essence, the day was about looking up and looking out.
Using the StratCross framework and summaries of PESTEL and SWOT analyses completed prior to the workshop, we got stuck in. Before we knew it, the time was 4:30pm and the intense but enjoyable workshop was over. As we packed up, several directors indicated that the workshop had been "hugely valuable", "challenging" and "galvanising", and that they were looking forward to seeing the fruits of their labour. On the way home, my thoughts wandered, reflecting on the day and why it had been so much fun. Here's a few observations that came to mind. You may find useful for your next retreat or planning session:
So, overall it was a good day, with some observations to boot. While most attendees came away hopeful of an even brighter future for the practice, they also realised that, despite a coherent strategy (to be written up in the coming days) and a commitment to execution once approved, success is not automatic—unlike the arrows in the picture imply. A realistic way to end the day.
In 1970, Alvin Toffler's book Future Shock was published. It quickly became a bestseller. Toffler died recently, triggering a series of articles and reflections (including this one published in the New York Times) about his life and 'the book'. Toffler had an amazing ability to look well ahead of almost all of us, to think critically, and to make some sense of it all. Consider these observations by Manjoo in his reflection:
Alvin Toffler ... warned that the accelerating pace of technological change would soon make us all sick.
Yet in rereading Mr. Toffler’s book, as I did last week, it seems clear that his diagnosis has largely panned out, with local and global crises arising daily from our collective inability to deal with ever-faster change.
That societies are racing with great speed to embrace new ideas and innovations, yet without the ability to cope with the consequences of high rates of change, might be one of the great problems of our age. Perhaps those in influential positions in society have a responsibility to shift their gaze, from their own ambitions towards altruistic ideas that serve the greater good? This is by no means a call to embrace utopian principles nor uniformity because we are all different. Much pragmatism is needed if society is to continue to endure.
Leaders—of all types but especially business leaders, company directors, politicians and academics—could do well by (re)reading Future Shock. We need to talk about stuff, because we all have much to learn.
Recently, I had the privilege of addressing several groups of directors and executives in Brisbane, Australia on the topic of emerging governance trends. Over 200 directors of family and privately-held companies attended breakfast and dinner events hosted by TCB Solutions, Hanrick Curran and AMPLiFi Governance. The talks and the panel discussion that followed provided a candid summary of some of the challenges boards face and offered suggestions to guide boards intent on achieving high performance and good returns to shareholders.
The dinner event was recorded. Clips of my talk (in two parts) and the panel discussion (in three parts) that followed are now available:
If you have a question or a comment arising from these clips, or want to discuss the possibility of me speaking at an event or sharing ideas directly with your board, please get in touch. I'd be delighted to hear from you.
Guest blog: Tim Sillay (Wellington, New Zealand)
I'm angry. It appears that as a society, we are hell bent on eliminating risk. There doesn't appear to be any sensible discussion on acceptable levels of risk, witness the current implementation of the health and safety legislation. When you see a site board on a building site list 'uneven ground' as a hazard, it is obvious that things have become seriously retarded.
Now I'm not saying we should stand idly by and watch people bury depleted uranium, or leave boxes of dynamite laying around school playgrounds, but these futile attempts to wrap the world in cotton wool are breeding entire generations with no ability to assess or manage real world risk. What it is breeding is an entire generation of 'non-producers', paper shuffling bureaucrats whose job it is to police this whole mess.
Let's face it, we've cut down all the trees in the playgrounds and removed all the really fun playground equipment, so little Johnny has no idea that walking on a slender branch will eventually result in hard contact with mother earth. You can't play bull rush or ball tag, so he also has no idea that fast moving people or things really hurt when they hit you... How are you going to figure practical application of geometry if you don't live the dream of 'tangent to the arc' on the witch’s hat? How do you figure out that some kids are better at sport, some are better at math and some are just plain stupid if everyone gets a certificate for participation.
So by the time Johnny has completed his tertiary education and graduated with real world skills in something like coffee making, subsequently sued his employer for allowing him to come into contact with a hot cuppa and taken a nice safe office job as a health and safety inspector in an egalitarian agency where everyone has an opinion and everyone’s opinion matters, little Johnny, with no ability to judge what is and is not a real world risk, with no concept that someone may be smarter, more experienced or just plain crazy is the man who may eventually rise through the ranks and craft policy.
With no one to argue the toss, the policy pendulum has swung firmly to the outer limit of 'no risk is acceptable' and 'all people are equals'.
Which is patently ridiculous. This is just not the way the world works. This is what happens when as a country, you stop producing things. You lose the generational memory and experience of what it means to balance risk and reward. You forget that some people are good at thinking about stuff and some people just like to do stuff. The western world would not exist if it was settled under this legislation. When the thinkers start mandating to the doers, or the doers revolt against the thinkers, when you reach a point in the development of civilisation where no injury, code violation or upset feelings shall go unpunished, you are, quite frankly, fucked.
But here I find a startling double standard. Let's start with a Saturday evening some three weeks ago when I received the unsettling news that a wonderful lady and long time acquaintance of ours had been murdered by her friend. Shock, disbelief, anger but most of all a sense of a grand imbalance in the fabric of the world. How can such a gentle girl have met such a violent end? What possible sequence of events led to this? How did we as a society so obsessed with the elimination of risk let this happen?
And there it was, that of which we shall never speak, our old bed fellow mental health. Over the last 30 years as we moved inexorably towards this sham world of universal acceptance, equality, tolerance and non-productivity we forgot that crazy people are actually crazy.
Somewhere, in spite of all the signs to the contrary, we forgot all about unacceptable risk. I fail to see the chain of logic symbolised by these responses:
Somewhere, the policy wonks ran riot over the doers, those who lived the reality of day-to-day life with the insane.
I can hear the sharp intake of breath. I can hear the agonised humanitarian wails of "You can't say that". I can even hear the bean counters rationalise it on a cost basis. I bet if you listened carefully, on a quiet day where the wind is blowing in just the right direction, you'll find an actuarial report that rationalises the occasional damaged child or other collateral damage about a crazy person gone off the rails.
But you'd better be whispering. We NEVER discuss this kind of thing in polite society.
So here's a brief history lesson. Teenage Suicide. It was a bloody epidemic in the 80's. I lost several from the circle and it hurt. It hurt a hell of a lot. Witnessing the grieving parents of a teenage girl will stay with me forever. It was more horrendous than the senseless killing of my friend by a crazy person, in as much as there is a scale for these things.
It obviously was a problem, it obviously wasn't acceptable. So what did we do as a society? WE STARTED TALKING ABOUT IT.
So I applaud the news that Coroner Michael Robb is conducting an enquiry into mental health related killings. Long may it make front page news. Maybe, just perhaps, this senseless, vile, unfathomable thing is the point where we all cry ‘enough’.
Guest blog: Tim Sillay (Wellington, New Zealand)
Busy-ness seems to be a fact of life for many people these days. Whether it is running between commitments, as a business person, as a parent or anything in between, downtime has become a precious commodity—one to be treasured and nurtured. Modern conveniences like unlimited wifi (including on some flights nowadays) mean we are never far away from activity and doing things that, in our own mind at least, add to our personal sense of worth.
While busy-ness can be a good thing, more often than not sustained periods of busy-ness will lead to reduced effectiveness and possibly even burnout or breakdown. We get so wound up doing stuff that our world closes in around us, until we lose sight of 'why'—our True North. Loosing perspective is not good for us, or those around us.
As a senior executive or company director with significant responsibilities, you no doubt have a busy schedule. How do you keep things in perspective to ensure that you are actually effective in your work? Do you have an anchor, a True North, and do you referencing back to it?
For me, downtime is the key to effectiveness—slowing the heart rate; getting away from people; taking time out to explore ideas (that would not normally even register on my everyday radar); and, in so doing, remind myself of what really matters, my True North. I do that by reading. Here's a selection of the books currently on my reading list. If you read as a means of maintaining your perspective, I commend them to you.
PS: What you do to keep track of your True North doesn't really matter. Go for a walk, paint, read, sew, draw or whatever else takes your fancy. That you are taking time out from the busy-ness of life is what will make the difference to your effectiveness—as paradoxical as that may seem.
It had to happen. Someone just asked one of 'those' questions. Should boards of directors communicate with shareholders? Great question Lex Suvanto! You can read his blog post here. Amongst his comments, Suvanto makes two quite startling observations:
Many directors are passionately against the idea of engaging directly with shareholders.
Directors also correctly point out that the board should not say anything out of step with management anyway, so they question the value of this effort, especially given limited available time that directors can devote.
These observations, and others in the article raise important supplementary questions about how boards conceive their role and the mindset of directors—including these:
Ultimately, appropriate responses to these questions are straightforward if boards understand the statutory framework and directors have a clear understanding of both why boards exist and what boards (should) do (i.e., corporate governance).
Directors are appointed by shareholders to ensure the effective operation of the company, in accordance with shareholder wishes (whatever they might be). If the senior-most decision-maker in the company is the board, is it not reasonable to expect the board to both understand what the shareholders want from their investment and subsequently provide an account to those that put them there? I think so. Suvanto's article contains some helpful suggestions to get started. I'm available if you want to chat further.
Thoughts on corporate governance and strategic management, our place in the world and other things that catch my attention.