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:
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.
A burning question for many directors is encapsulated in the title of this muse. In recent years, the business media has published many stories about boards; questionable board practices; assertive CEOs that 'take over': and, missteps and failures that seem to emanate from the boardroom. Some of these stories are justified, whereas others lack substance. Alongside, the academic community has investigated the question, although typically from the perspective of a distant observer using public data or, at best, interview comments. Reliable knowledge about the board's role in influencing business performance has remained elusive. Sadly, populist claims have filled the void.
I have spent several years investigating the question of board influence beyond the boardroom as well, in an effort to discover whether boards are simply disempowered groups that meet to rubber stamp decisions, or whether influence (especially over firm performance) is possible. The quest has included longitudinal observations of board meetings; interviews with chairmen, directors and chief executives; and, the analysis of very large piles (mountains, seemingly!) of board papers, minutes, reports and observation notes. Useful insights have been gleaned from informal discussions with directors have provided useful insights as well.
While no definitive answers to the burning question have emerged(in any predictable sense anyway), a pattern is clearly apparent:
Findings have been written up in my doctoral thesis. The findings are summarised in two published papers, with similar sounding titles. The first, entitled How boards influence business performance: Developing an explanation was recently published in Leadership and Organization Development Journal (Volume 37, Issue 8), an academic journal. The second, entitled Board influence from and beyond the boardroom: A provisional explanation, was warmly received (attracting the best paper award) at the European Institute of Advanced Management Studies' 13th Annual Workshop on Corporate Governance in Milan in late October.
If you would like to know more, please get in touch. I'd be delighted to discuss the findings (especially the implications and guidance for practice) with any board or larger group intent on realising and sustaining high levels of company performance.
I arrived back in New Zealand this morning from six productive days in London (client and new business meetings) and three days in Milan (EIASM conference: day one and day two summaries). My first morning back is typically consumed attending to any non-urgent mail (envelopes and packages, not email) that may have arrived. Today was no different. Then the phone rang. The person on the other end, a director named Simon (not his real name) wanted some advice. He was struggling to settle a dispute that had been simmering in a family business boardroom for a couple of months. Tempers were starting to become frayed.
The board in question comprised six directors, three of whom were also shareholders (one was the managing director). The other three (including Simon) were independent directors. The dispute arose when one of the non-executive directors (who held approximately 28 per cent of the company's shares) disagreed with the other directors on a strategically important issue. After some discussion, Simon revealed that the director expected to influence the decision "commensurate with my shareholding". The other directors were not sure how to proceed. Thankfully, they sought external guidance before things got out of hand.
This vignette is not uncommon in family-owned businesses (regardless of size, sector or complexity). It occurs when when non-executive directors want to exert 'power' and the board as a whole is not adequately informed about its duties and responsibilities. Unchecked it has the potential to cause significant damage. However, and notwithstanding the social tensions, the issue is easily resolved.
While debate (including vigorous debate) is to be encouraged in the boardroom (the research literature has associated vigorous debate with higher quality decision-making), directors need to understand that no one director necessarily has any more (or less) power than any other. When it comes to decision-making, all have an equal 'say'—one vote—because the board being a collective of peers required to make decisions together.
Problems can occur if non-executive directors attempt to wield 'power' through their shareholding, even though shareholding has no relevance in the boardroom at all. Non-executive directors can (sometimes conveniently) lose sight of this, especially when an issue of importance to them is being debated or they hold strongly-held views on an issue. In the heat of the moment, they can confuse their director and shareholder decision rights (one vote per director v. one vote per share, respectively). Director decision rights apply when the board is in session (during board meetings). In contrast, shareholder decision rights apply in shareholder meetings only (e.g., the annual general meeting). Directors need to both comprehend this distinction and act accordingly, if the board is to be a place of productive decision-making.
If you'd like to know more, about decision-making in the boardroom or any other aspect of good board practice, please let me know. I'd be delighted to serve you.
Al Brown, restauranteur, television personality and colourful raconteur, has a way with words. In this vignette, he talks candidly about several things he has learned about running a business successfully. These include:
While Al's businesses would be correctly categorised as small-medium enterprises by most people, the principles are universally applicable. I commend this short clip to all boards, as a scene setter just before your next board meeting gets underway; and, to executive teams, as a reminder of three important elements of effective leadership.
How do these points fit with your understanding of effective business and board leadership?
Subject to two pending confirmations, the schedule for my upcoming visit to London (14–20 September) is full. During this short visit, I will be participating in the Organizations with Purpose conference (16–17 September) at London Business School (in conjunction with the Blueprint Trust); attending a non-executive director forum; meeting (separately) with ICSA and ICGN executives; discussing my involvement in a significant event in 2017; fulfilling requests for confidential meetings; advising several clients; and, delivering a presentation. While the visit will be fleeting (and busy!), I am hopeful of realising a long-time ambition: to climb the dome of St. Paul's Cathedral on Sunday 18th, my day off.
The high level of interest in my work has been both humbling and gratifying. Thank you for your support!
Looking ahead, I'll be returning to the UK and Europe is in October (19–28th), culminating with the 13th EIASM Corporate Governance workshop in Milan (I will be presenting a paper there). If you would like to learn more about my governance research (especially implications for practice); have a confidential discussion about a sensitive topic; or, discuss the possibility of me addressing your board or a public event, please get in touch. Recent experience suggests that the diary is likely to fill up quickly, so it would be wise to act promptly.
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.
The sharing of knowledge with clients and conference attendees is an activity that I find very fulfilling, mainly because it is a two-way activity. Be it facilitating a professional development course, speaking at a conference or dinner event, or facilitating a private learning workshop, the opportunity to both share knowledge with and learn from attendees is one to be taken seriously.
On several occasions recently, I have had the privilege of seeing this operate at yet another level: a team-based delivery model whereby two presenters work together to share insights, answer to questions and learn from the assembled group. The positive response from attendees to a team-based model was a sight to behold. The levels of engagement; esprit de corps; and, quality of learning amongst the assembled group (not to mention the banter between the presenters) really lifted the learning experience. The following examples provide windows into two of my recent experiences, and then the learnings to emerge follow.
Rural Governance Development Programme
Earlier this year, Peter Allen of Business Torque Systems invited me to join a team to refine the five-day Governance Development Programme (a popular course previously run by DairyNZ for dairy businesses) to suit all of rural businesses. In updating the course, a decision was made to use a team-based delivery model, with two presenters working together with attendees. The hope was that this would provide better coverage of the material, as well as enabling attendees (directors, shareholders and chief executives of rural businesses) to a hear different perspectives as the course progressed. And so we jumped in...
We resolved to work from the front of the room together, sharing the speaking and listening roles...
We stepped aside, to check in and make adjustments... This picture, taken on the third day (of five—the course days are spread over a ten-month period so delegates can apply their learning in practice and bring questions and experiences back to the next session), captured us discussing a couple of 'in-flight' adjustments while participants worked on an exercise to improve their strategic decision-making skills in a boardroom setting.
Health sector board member development workshop
The second example relates to the delivery of a professional development session for the board members and executives of three primary health organisations (PHOs). They wanted a refresher on board effectiveness and strategy in the boardroom—topics dear to me. The organiser was keen on a two-person delivery model as well, which created another opportunity to explore and experience the effectiveness of the team-based model.
I organised to work with a trusted colleague, Murray. We know each other well and share a commitment to excellence but have slightly different styles. After introductions and scene-setting, we asked the group to tell us what they wanted to get from the session and to mention specific areas of interest. Then it fell on me to lead the first session (board effectiveness) with Murray chipping in regularly to help answer questions and share examples from his experience. The roles were reversed for the second (strategy) session later in the afternoon. Finally, we jointly ran an free-flowing plenary session to check all of the areas of interest had been addressed and answer any remaining questions.
Feedback from the attendees (informal plus evaluation sheets) from both the rural course and the health sector learning session indicated that the double-teaming model works. Attendees said they got more from the session than they thought they might have gained had there been one presenter. They could listen to and tell stories to connect ideas with practice; ask similar questions and get a different (!) responses; and, they said they benefitted from tapping into a broader pool of knowledge and experience than what would otherwise have been possible.
One board member went as far as saying that the session was "the best learning session ever organised by <PHO-name omitted>", gratifying feedback indeed. The levels of trust and interaction in the room in both the rural course and the health sector session were also noticeably high. (Whether this is a reflection of what is being modelled from the front of the room or it is simply an expression of the delegates' innate character and desire to learn is open for debate!)
Where to from here? Though not without its challenges (working so closely together requires considerable planning and trust, for example), the early experiences have been positive. There is also a 'cost' of putting two people in the room. However, the benefits in terms of enhanced learning outcomes tip the balance in favour of the team-based model—especially for advanced topics and multi-day courses. The learning theorists are probably all across this, so I'll need to play catch-up.
If you have any experiences to share—positive or negative—I'd be keen to hear from you. Please respond by posting a reply or send me an email.
Family-owned businesses constitute a special category of company—made different by the familial influence that often pervades decision-making and operations. Consequently, directing within this environment can be challenging, especially for external directors.
The challenges associated with family influence can be mitigated somewhat if the family members know why they might want to recruit external directors, and the purpose of the family business is defined and agreed. Each director needs to understand the business of the business well if contributions are to be effective. This does not mean that directors need to be fonts of technical knowledge. Rather, they need to understand the business’ strategy, supply chain, business model, core competencies and operational mechanisms.
The question of what family members want from the business and the board, and especially from external directors needs to be answered. In some cases, the family simply wants added expertise and independent contributions in pursuit of agreed performance goals. However, it is more common for expectations to ‘creep’ beyond this because of the inherent complexities of the three overlapping frames of family business: family, business and ownership. As a consequence, external directors can find themselves snared in all manner of (often unstated) expectations beyond the boardroom.
Families considering adding one or more external directors need to become ‘board ready’. This is where sound rational discussion often meets emotional attachment and passion! As an accredited family business advisor I take significant time to understand the dynamics and prepare the family for this important step, which is often a massive leap of faith for many families. A good rule of thumb when writing director profiles is to think in terms of 40% IQ, 50% EQ and 10% SQ. Why? In addition to being technically competent, external directors need to be both aware of and sensitive to family and personal dynamics, and they need to understand the family legacy.
Influential family members may or may not own shares; may or may not be directors; and, they may or may not work in the business on a day-to-day basis. These variations often lead to quite different expectations. Managing the family’s expectations is critical because directors have a legal obligation to the business first and foremost. The board’s main priority is to deliver on agreed strategic priorities. However, family members often expect more from external directors including (but not limited to):
As a result, the family and potential directors should conduct due diligence, to understand and clarify expectations in order to minimise the chance of unpleasant surprises at a later point. On the flip-side, the addition of external directors can be incredibly rewarding. While there is no ‘silver bullet’, the appointment of external directors can lead to a dynamic boardroom and, ultimately, a highly valuable family-owned business.
About Lloyd Russell:
Lloyd is a fourth generation family business member and an accredited family business advisor. He is based in Brisbane while servicing clients throughout Australia and internationally. He is a specialist in family business strategy and governance with a particular focus on inter-generational transfer; has over 30 years’ experience in senior management; and, is an accredited neuroscience practitioner.
Contact Lloyd by phone +61 413 549 748 or by email email@example.com
I'm looking forward to looking forward with some great Australian leaders in Brisbane, QLD on Thu 19 May.
I'll be talking about emerging trends including the board's role in value creation; the importance of setting a clear purpose for the business; board involvement in strategy; how to drive performance through the chief executive, in reality; and, telling a few stories along the way. Look forward to seeing you there!
Two events have been scheduled on Thu 19 May: breakfast and dinner. The breakfast event is almost booked out. However, some seats at the dinner event are still available. If you want to hear about emerging trends in governance and board practice, and their application in a family business context, click here to read more information and to register.
Thoughts on corporate governance, strategy and effective board practice; our place in the world; and, other things that catch my attention.