 The practice of corporate governance has garnered much attention over the past couple of decades; curiosity about boards growing each time news of a corporate failure and serious misstep becomes public. While those with axes to grind are quick to jump on their hobbyhorses, failure studies indicate that suggestions of hubris, malfeasance, narcissism, ineptitude, incompetence and poor engagement are not without basis. More recently, a wider group of so-called stakeholders and claimants have raised their voices, arguing that companies are having a negative effect on a range of social and environmental concerns. The ESG initiative, established in 2005 to put pressure on boards to report their activities and performance more fully, has become a movement (even an industry for personal and professional gain in the eyes of some). On the weight of evidence presented in the media, it would be easy to conclude that practices of companies, and the system that underlies modern commerce—capitalism—are detrimental to sustainable life and wellbeing. Firing shots at boards and companies is easy, because they are visible and command media attention. But are such responses justified? What if the assumptions and motivations that underpin investor, regulator and activist critiques are flawed, or the bases for regulatory interventions ill-advised? Some companies deserve criticism, of course. They should be called out and held to account. But many (most) operate within their means. Unsurprisingly, the boards of some reputable companies are reportedly pushing back on the expectations of some institutional investors, which, they say, have become over-prescriptive and formulaic. Alongside, some boards say new disclosure reporting rules being introduced, by the FSB Task Force on Climate-related Financial Disclosures (TCFD) amongst others, are counterproductive—for they add costs without any apparent benefit. Together, this begs an awkward question: Are the actions of some, who claim to be acting in the name of sustainability and a fairer society, actually an attempt to exert power and control for their own purposes? And, if so, are current attempts to establish regulations to enforce certain practices on companies reasonable or are they a bridge too far? It is little wonder that relationships between some boards and shareholders are starting to fracture, and society is becoming tribal.
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 Twenty-one years ago this week, I embarked on a journey to pursue a dream: to help directors and boards become value creators, realising the potential of the companies they govern. At the time—four weeks after the terror attack on the World Trade Centre—governance was hardly known as a word, and most boards had a strong compliance orientation. I had no idea whether the dream was realistic, much less attainable. But, at 39 years old, the calling was strong—compelling even. So, I took a deep breath and walked away from a great company and international role, armed solely with a strong belief that I might be able to add some value. I was told that stepping away from financial security and the makings of a stellar international career was crazy. But the decision had been made. I found that people would happily talk about their situation and what they wanted to achieve if they thought you were genuinely interested in them. That insight has provided the foundation for everything that followed—including working with thousands of directors in 45 countries across five continents, serving on boards, delivering hundreds of talks and leading many education sessions. The 2012–2016 period dedicated to complete doctoral research, to try to answer that most difficult question of how boards influence company performance provided a breakthrough that I hope, one day, will be taken up widely: the Strategic Governance Framework. To have met and spent time with doyens of corporate governance, strategy and leadership along the way—including Bob Garratt, Bob Tricker, Charles Handy, James Lockhart, Jenny Darroch, Roger L. Martin, Rita Gunther McGrath, Silke Machold, Stuart Farquhar, Andrew Kakabadse and many more besides—has been inspirational. I am indebted to everyone who has spared a few minutes to answer questions and share insights. Other highlights include sitting with directors in India, Eastern Europe and other places well off the beaten track, to listen; experience their thirst for insight; and receive their gratitude for what little I had to offer. Without exception, everyone I've met and worked with has wanted to find ways to guide and steer the businesses they govern with greater effect. To have been asked to contribute has been a honour. Thank you to every established director, board trustee, and board chair; every aspiring director; every chief executive and leadership team; every MBA student, researcher and associate; everyone who has heard me speak or read my articles (note: all my articles and blog posts remain available today); every regulator and government who sought confidential assistance; and, untold others I've never met. Thank you for considering my submissions and arguments, for believing in me, for encouraging me and for engaging me. Today, 21 years on from stepping out of the boat, the calling remains strong. I remain available to serve for as long as boards and directors call for assistance, and my ability to contribute allows. To that end, and with the passing of the pandemic, I am available once more to travel to meet in person to understand and speak into situations. So, if you have a question or want to discuss a problem, please get in touch. I stand ready to serve.
 The passing of the Covid pandemic has been a great relief for many; boards of directors are no exception. Several weeks ago, I visited Sydney, Australia to meet with directors, boards and leaders of membership bodies. The feedback was clear: if companies (and through them, economies and societies) are to prosper, boards need to start thinking strategically again. Last week, more grist to the mill. During a successful visit to Bengaluru, India to lead a Board Immersion Programme for a globally-known FMCG company, the question of how boards can add value was front-of-mind throughout. Today, I'm delighted to announce my first post-Covid visit to the United Kingdom and Europe, to continue the advisory work there. From November 16th through 25th, I will visit the UK, several EU countries, and elsewhere as required, to respond to requests to speak, and to help boards respond well as they pursue sustainable business performance. This includes:
Do you want to meet in November? Regardless of whether you have a specific request or a general question, please get in touch. I'll respond promptly with some suggestions for your consideration.
 I’ve spent quite a bit of time in recent weeks thinking about problem solving; my attention drawn, in particular, to problems that fall between simple (for which answers are self-evident) and wicked (easily defined, but for which an answer is elusive due to incomplete or contradictory information, or changing requirements). Difficult problems are those that can be solved, but answers are far from evident, even following careful enquiry. The BBC Series, The Bomb, explores a case in point. Nuclear fission was discovered to be theoretically possible (Leo Szilard), but considerable effort over the following decade was required to finally tackle the problem in practice. So-called ‘difficult problems’ require, clearly, intentional enquiry and, often, patience. As with gravity and magnetism, the underlying explanation (resolution) cannot be observed directly, only through its effects. So, deep and critical thinking is needed, if a resolution is to be discovered. Such problems are familiar territory for boards: if they were straightforward, management teams would resolve them. And therein lies the challenge for directors: the underlying cause of a problem raised to board level tends to be hidden under that which can be seen. And what is more, any linkage between the problem, the underlying cause, what can be observed, and any subsequent effects or impacts (note: plural) is tenuous and, almost certainly, contingent. If boards are to be effective in their work (governance: the means by which companies are directed and controlled), directors need to be alert, astute and actively engaged—more so because resolutions to difficult problems cannot be discerned directly. Thus, directors need to think beyond what is written in board reports, and what is apparent when reading other materials. Those who think they can get away with quickly reading board papers a few days before the upcoming meeting are kidding themselves. If directors are prepared to read widely across a range of topics, allocating 1–2 hours per day for six days every week, to consider ideas and think deeply, the likelihood of uncovering possibilities and solution options is greatly enhanced. Indeed, the correlation between, on one hand, time spent reading and thinking deeply, and on the other, high quality decisions is stark. Time and critical thinking matters, if directors are to add value.
 During June, I spent most of my discretionary time reviewing articles about corporate scandals and failures, as reported in the mainstream media and academic press, and discussed on social media. They made fascinating reading, not only for the summaries, but also the amount of finger-pointing and defensiveness—an indication that accountability was missing in action in most cases. Consider the Carillion, Wirecard and Petrobas cases, all mentioned in a recent Financial Times feature article (paywall, sorry). The discussion concentrated on the accounting and audit professions; the questions being whether they should have detected the problems, and whether ethics should be a consideration. These are good questions, but they sound a little like positioning an ambulance at the bottom of the cliff. Disclosures, in the form of annual reports, audit statements, and various ESG-related reports, are necessary. But they are just that; disclosure reports. And the more complex the reporting and disclosure requirements, the more time management and the board needs to spend preparing and checking reports, to meet expectations. And with greater focus on reporting and compliance, the greater the likelihood that accountability will become discretionary. Accountability is one of four foundational elements of corporate governance. There are two aspects, namely, boards are charged with holding management to account, and they need to provide an account to legitimate stakeholders. (The others are the formulation and approval of corporate purpose and strategy; policymaking; and, monitoring and supervising management, to ensure the company is operated and strategy achieved within prevailing statutory and regulatory boundaries. Together, these four elements comprise the Learning Board Framework, a proposal described in The fish rots from the head, a book written by Bob Garratt, a doyen of corporate governance and board work, circa 1996. The LBF is the single-best approach to board activity that I have come across in my twenty-five years of board and governance practice and research, bar none.) As in life, enduring success in business (meaning, achieving and sustaining high levels of organisational performance) can be attributed to many things. These include, inter alia, a great idea, a clear and coherent strategy, excellent execution, capable and highly-motivated people, forces of nature, timing, effective leadership, luck (yes, luck), and more besides. Yes, success has many sources, even to the point of being idiosyncratic. Failure is different. Even a cursory study of corporate failures reveals several common themes, most of which can be readily traced back to the boardroom:
Almost all of these themes emerge from poor behaviour and a leakage of accountability. Knowing what to do is one thing, knowing how to behave (and behaving) is quite another. Fortunately, help is at hand. Insights from research suggest five underlying behaviours are necessary if boards are to contribute well. These include strategic competence, a sense of purpose, active engagement, collective efficacy and constructive control. If any one of these is absent, the likelihood of the board exerting any meaningful influence or adding any value drops to nought. (If you want more information on this, please get in touch.) One final comment: The role of director is founded on trust—the fiduciary responsibility. And from this flows accountability—in role and in relationship. If boards place a low value on accountability, by not holding management to account for the achievement of operational and strategic goals; rubber-stamping advice from suppliers such as lawyers, accountants and auditors; or, not providing a candid account of performance to shareholders, regulators and other stakeholders, they deserve what comes their way.
 The transition to electric vehicles looms large for many. Most of the major manufacturers are scrambling to offer new and exciting models to entice both corporate and private buyers. Enticements are being offered by some governments to encourage adoption. Regulators are active too, especially in Europe and California, with announced intentions to ban new vehicles powered by petrol or diesel. The opportunity to embrace a transport technology that is cleaner, quieter and considerably cheaper to operate (than petrol or diesel alternatives) is attractive—once the initial purchase price hurdle leapt. The purported benefits seem to be significant, but does the reality match the rhetoric? As with any proposal to embrace system-level change, the costs of moving from one technology to another are far from trivial. If an assessment is to be complete, the total lifetime costs (TLCs) need to be considered; that is, the sum total of all costs incurred over a product/system’s lifetime (includes manufacture, operation, disposal). In the case of electric vehicles, what of the economic, environmental and social costs of extracting metals for battery ingredients; logistics and manufacturing; replacement of batteries when they are spent; battery disposal; and, of upgrading the power generation and distribution network to provide adequate electrical power to recharge batteries? Many of these are being quietly ignored, it seems. Not my problem, some argue, as if out of sight is out of mind. This short article argues that when the TLCs are factored in, the benefits associated with a seemingly compelling technology (in this case the adoption of electric powered vehicles and other devices with battery power packs) may not be as great as what has been claimed. And so to the purpose of this muse, which is not to argue the benefits or otherwise of adopting electrically powered vehicles. Rather, it is to table an issue often overlooked by board of directors considering so-called strategic projects: total lifetime costs. When faced with a strategically-significant proposal, boards first need to check for alignment, by testing whether the proposal is contributory to the corporate strategy (spoiler alert: often linkages are tenuous). Assuming it is, directors should satisfy themselves that total lifetime costs have been included. Only then can the question of whether the recommendation should be embraced or rejected be debated. Why might this be important? Directors are duty-bound to act in the best interests of the company. That means taking all relevant information into account. If boards ignore externalities, or abuse the social, environmental and economic capitals consumed in the operation of the company, the governed company is unlikely to endure over the longer term. And in so doing, directors may be exposing themselves, unwittingly, to legal challenge as well.
 The June solstice is almost upon us. Davos, the World Economic Forum's annual meeting of elite political, academic and business leaders (some would say, talkfest), is over for another year. Private jets have returned to base, and the thoughts of leaders (in the northern hemisphere, at least) are turning to summer holidays and, with it, relaxation, reading lists and an opportunity to cogitate. Meanwhile, leaders south of the equator press on, for the June solstice marks the onset of winter. Metaphorically, the June and December solstices are signposts: marker pegs that signal pending change. Over the past couple of years, I have been watching intently one signpost in particular, wondering whether it might portend a change in relation to board work, or whether it might be a mirage that can be ignored. ESG, a three-letter acronym for environmental, social and governance, was coined in 2005 by a group associated with the United Nations. The stated goal was to put pressure on companies to think beyond financial indicators as the primary indicator of business performance, and to report accordingly. A veritable industry of so-called experts (many self-styled) has emerged in recent years, all claiming to help businesses respond well to ESG demands and expectations. Many business leaders, activists, politicians and directors’ institutions have latched on too, themselves motivated by various self-interests. That interest in operating sustainably and improving reporting is high is no bad thing. However, to date, evidence to support the proposition that the embrace of ESG leads to better performance is yet to emerge. Indeed, cracks are starting to appear. Several critical thinkers have called out ESG as offering less than what has been claimed. Some have gone as far as asserting that ESG is a ‘solution’ looking for a problem (read: wasted effort). Whether it is or not remains to be seen. However, there is cause for concern: discussion has reached the point that advocates have deemed it necessary to make counter arguments, to defend ESG. That several different definitions of the term are circulating doesn't help. Boards also need to be very alert and ask probing questions, to ensure they continue to discharge their duties. In particular, boards need to assess whether ESG proposals are conducive to improved business performance, and if ESG is a harbinger of substantive change in the way businesses need to operate or yet one more TLA, a fad that will ultimately be consigned to the history books and, in time, forgotten. That questions are being asked—openly—should be a catalyst for political, civic and business leaders to check that the aspiration (claim), intention (strategy), actions taken and resultant outcomes are aligned. On the evidence to hand, ESG is unlikely to be a panacea. Thus, a level of scepticism in relation to the purported benefits of ESG is warranted.
 ESG and sustainability are hot topics in business and, increasingly, civil society. Hardly a day goes by without one or both being mentioned in newsfeeds and across social and mainstream media. Since the term ESG was first coined in 2005, and more so through the coronavirus pandemic, researchers and commentators have promoted ESG as the answer to what have been held up as great issues of our time—issues such as changing climatic conditions; the impacts of fossil fuels; population growth; modern slavery; the excesses of capitalism; geopolitics; and, more besides. Shareholders are starting to acknowledge companies should be doing a better job, in terms of appropriately stewarding the resources used in the operation of their business and fulfilling their duties. Institutional investors in particular are applying direct pressure to refocus board attention and business priorities to tackle the great issues—their underlying belief is that ESG-based approaches provide more sustainable long-term value creation. What is one to make of these developments? Evidence to support claims that ESG-based investments outperform other investments is yet to emerge. The question of why this might be the case remains open. It could be that investments have been poorly placed; expectations are unreasonable; measurement systems are inappropriate; and, probably, more besides. Of these possibilities, the spectre of inappropriate measurement systems looms large. A couple of years ago, Ethical Boardroom, a magazine read by tens of thousands of board directors, advisors and executives, commissioned an article on the matter. I concluded that a measurement and reporting framework founded on the three main capitals used in business would probably provide a more informative and complete measure of sustainable business performance than ESG. A copy of that article follows. If you have any comments and suggestions on this, including criticisms, please do let me know—either in the comment box below or, if you prefer, a private message. 
 The role and contribution of the board of directors in companies has become a source of fascination for many; curiosity growing with each corporate failure or significant misstep emanating from the boardroom. On paper, the role of the board is straightforward: to steer and guide the company towards agreed objectives. The legal framework within which directors operate is both stable and adequate, duties are specified and the principles are clear. So, what could possibly go wrong? Guidance to help boards govern well is not in short supply. Many researchers have postulated the configuration of the board is material to effectiveness and outcomes; some say the key lies in board process and policy; and yet others point to boardroom behaviour. Consulting firms and directors' institutions have proposed models too. While these proposals are enticing, failure studies and other analyses suggest none provide surety in terms of helping boards operate effectively in practice. One of the reasons reliable guidance remains elusive is that board work is far from straightforward. Long-term studies of boards informed by direct observations of boards in session are few and far between. And, boards need to consider many things, debate options, weigh up risks and, ultimately, make decisions—all within an environment characterised by ambiguity and change. And if that is not enough, the board does not operate the company, the executive does. If a board is to have any hope of discharging its duties, much less govern well, a solid foundation is crucial. That means directors need to understand their role and duties, and make sense of information.
If a board is to exert any meaningful influence beyond the boardroom, directors first need to understand the duties of a director and role of the board. Competence gaps are not be tolerated in medicine or engineering: No one would expect a doctor to use a carpenter’s tools, or accept crayon drawings from an engineer. And yet such acceptance is tacit amongst directors and shareholders. What is more, if a director transgresses, the likelihood of being held to account before the judiciary is relatively low. A commitment to professional development, and the professionalisation of directorship, are proposed as mechanisms to close the competence gap. Once in the boardroom, directors need to apply their collective knowledge and expertise, maturity and wisdom as they consider information, distinguish signal from noise, and make decisions. If that can be achieved, the likelihood of the board making an effective contribution greatly is enhanced. The gap between the board's provision of steerage and guidance (i.e., governance) and business performance has been at the core of my work over the past two decades, motivating my formal research, practical enquiry and contributions as a director. If you would like an update on recent progress, please contact me.
 This entry is a little more personal than most posted here. But, if you'll allow the indulgence... Yesterday started out like many others before it: a mix of client and administration work, video calls across timezones, director commitments and writing (The craft of board work is coming along nicely). I 'logged off' a little later than usual—around midnight—having just completed a two-hour video call with members of the Global Peter Drucker Society (advance planning for the 2022 edition of the Global Peter Drucker Forum to be held in Vienna late this year). Tired but satisfied after a long day, I prepared for bed. And as I did, my mind wandered. March 24th was significant for some reason. Then I remembered; it was Musings' birthday! Yes, ten years ago, on 24 March 2012, I stepped, with some trepidation, into the blogosphere. That first step? A three-line post. My motivation was straightforward, to share thoughts and test ideas on corporate governance, strategy and board effectiveness. At the time, I had just started on my doctoral journey (a milestone achieved in 2016). A platform to engage with academics and global leaders—and to let off steam from time to time—was going to be helpful, I thought. And so it was, and continues to be. Today, some 712 posts later, Musings has entered middle-age. From tentative first steps, to now a library of comments on professional (corporate governance, strategy, and the craft of board work), philosophical and personal topics. Whether the thinking underpinning the articles has improved over time or not is for readers to determine. Hopefully, a progression is evident. And, while the frequency with which posts have appeared has declined a little in recent years, my desire remains as it was in 2012: that each post proved valuable to at least one person. If that was achieved, the effort was worthwhile. Looking back over the decade, I have been most fortunate to have met and learned from many great thinkers, leaders and doyens of corporate governance and strategy. I have also had the privilege of serving aspiring and established directors, and boards, across five continents. Musings has been an enabler. The support and encouragement shown as I have pursued my passion—to help boards realise the potential of the organisations they govern—has made a great difference to me. Hopefully, it has been beneficial to others as well. Thank you. And, in case you are wondering, Musings, will continue to be published, for as long as readers show interest.
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Photos used under Creative Commons from ghfpii, BMiz, Michigan Municipal League (MML), Colby Stopa, MorboKat