The recent collapse of one of Stonewood Homes' franchisors has placed the conduct of directors squarely in the spotlight once again. The company collapsed owing about $15 million. This article makes the issues plain, and it serves as a warning for other directors.
The Companies Act 1993 specifies the duties of directors, including that they must act in the best interests of the company and not allow the company to trade recklessly. That a company collapsed owing such large debt suggests that the company may have been trading near, at or beyond its means for some time. Whether the directors of the collapsed company were negligent or not will be determined in due course, I'm sure.
The role of a director carries much responsibility. If you are a director, you must know and understand your duties and responsibilities under the Act, and whether you are discharging them correctly. If you have any doubt, discuss the matter at your next board meeting and seek independent advice from a competent lawyer. Don't forget to ask about related legislation—you may have responsibilities under other pieces of legislation and you may not realise it. An independent governance review, to review the operation of the board as a whole might also be in order, to assess the board's performance especially in relation to value creation. Another consideration is professional development, to ensure all directors are adequately trained and knowledgeable.
Board diversity and board size are common topics of conversation in governance circles these days. Hardly a week goes by without one or both topics being mentioned. Most commonly people ask about board diversity and the relationship with firm performance, and the 'perfect' board size. Typically, my responses have been "Yes, diversity is good" and "No, there is no such thing as a perfect board size". Beyond that, context kicks in because every board, governance situation and even every decision is, to some extent at least, unique.
I have happily shared these responses and offered other supporting commentaries to all who ask—until now. What's changed? This article has set me thinking. Here are some insights that bear further consideration:
So, food for thought. The article was published by the Wharton School at the University of Pennsylvania—not by some backyard consultant or agency trying to sell services. This means we can rely on the commentary. While it may or may not be 'right', it certainly has substance. I would love to hear what you think about these matters after you have read the article and pondered the ideas and suggestions.
Much has been written in recent years about the governance of organisations, boards and directors. Many different views have been expressed. With it, different understandings of the function of boards have emerged. In some quarters, 'governance' has become a panacea for all manner of organisational ills. Others speak and behave as if the board is a beating stick to 'keep the executive honest'. Relatively few have held true to the original concept (kybernetes: to steer, to guide to pilot). Consequently, it is little wonder that some new board members can be unclear about their role.
The task of governance includes decision-making that affects the long-term future of the organisation. In other words, strategy and strategic decision-making. While the plethora of understandings abound, the question of how NEDs and board members ensure they stay strategic remains.
I had the honour and privilege of hosting an on-line forum recently to discuss this question. A large community of UK-based board members gather every week to discuss governance matters of interest. A summary of the discussion that I was involved with has been posted here, on Storify. Enjoy!
If you have any questions, or want to explore matters further, please get in touch.
TK Kerstetter—founder of Boardroom Resources and formerly Chairman of NYSE Governance Services—gets it. He has spent the last twenty years in board education and development. Consequently, he has a pretty good understanding of what boards do well and where many fall short. Unpreparedness and lack of expertise are two notable areas of weakness amongst directors in corporate boardrooms, according to director surveys. Kerstetter acknowledges these points in this video before moving quickly to suggest three things that can lead to improved board performance.
In case you didn't take notes, the three recommendations are board evaluations, shareholder communications and leadership in the boardroom. Kerstetter's recommendations are consistent with the conclusions that have emerged from my four-year study of boards and the board's influence on company performance. If boards are to exert influence over the performance of the company they govern, directors need to be competent; have a sense of purpose; be actively engaged in board practices; and, work together. The board also needs to exert a constructive form of control over management. My findings will be published in 2016. If you would like to know more about my research including the implications for board practice, please get in touch. In the meantime, enjoy Kerstetter!
Trust is one of those social interactions that is both crucial to group members working together well and to the group being perceived by others in a positive light as well. Boards are not exempt. When directors need to make strategically-important decisions, and do so with less-than-complete information, they need to rely on their board colleagues, the chief executive and any other advisors that may have been invited to contribute. However, the reality is that trust both between directors and with external stakeholders is somewhat lower than it should be, as this article written by the team at the Epsen Fuller Group deftly points out. Sadly, some directors do themselves no favours.
Board directors today face a variety of challenges. Whether it is a case of corruption or the increasing threat of cybercriminals, their performance in dealing with these issues is the subject of considerable attention, explained The Huffington Post (Jan. 25, Loeb). Investors, consumers and NGOs alike are looking to boards for accountability in terms of company performance. Yet, a recent study found that public trust in boards of directors is lower than that of CEOs. A mere 44 per cent of survey participants claimed to have trust in a company's board—five per cent less than trust in CEOs. Influential constituencies are demanding that boards perform at exceptional levels while maintaining distinct independence from company executives. In order to remedy the current performance-expectation gap, boards should take a few key steps. For starters, boards should adopt some form of both internal and external assessments. Measurement criteria should span from trust to overall effectiveness at achieving board objectives. In order to ensure optimal independence, term limits should be instated and enforced to help safeguard against excessively friendly relationships between board members and executive leaders. Implementing improvements in a similar vein to the ones mentioned above can help boards work toward a future of increased transparency, which will hopefully translate to a rise in trust among powerful constituencies.
As you can see, the Epsen Fuller commentary includes recommendations to enhance trust levels—meaningful evaluations, term limits and independence of thought being amongst them. Although not explicitly stated, the board should also reach agreement on the company's core purpose, the strategy to be pursued to achieve said purpose, and the values that will underpin everything the company does and stands for. Then, the board needs to lead from the front by ensuring the way it behaves and the decisions it makes are totally consistent with these agreed positions.
Perhaps if more boards embraced Epsen Fuller's recommendations and worked with the company's best interests to the fore, the trust problem that generates so much tension (not to mention news stories) would gradually become a thing of the past. Is this expectation worth striving for, or do you think it is too ambitious?
One of the enduring challenges that directors face every time they meet together as a board concerns decision-making. How do directors make smart decisions when 1). they often lack crucial information, and 2). the environment is fundamentally both complex and dynamic? The answer lies in the group of directors' (the board's) ability to make decisions, as one.
Why so? Legally, the board is a collective of directors. Individual directors make contributions to discussions and debates, but not decisions. It is the board that makes decisions. This transition—from the singular (individual directors, contributions, inputs) to the collective (the board as one whole, decisions, outputs)—occurs when directors meet (i.e., in board meetings, when the board is in session). If the transition is to occur well, all of the directors must be actively engaged their work—working together towards the decision, as one.
Group decisions are much harder to make than individual decisions. Reaching agreement can be a minefield, especially if information is missing, trust is low or if directors are more interested (sometimes covertly) in pursuing multiple agendas or representing constituencies rather than acting the best interests of the company (as the law requires).
How can boards get past this challenge, to make effective decisions on a reasonably consistent basis?
Recently, CGMA (Chartered Global Management Accountant, a joint-venture between AICPA and CIMA) tackled this question head on. Their report has just been released. You can read a copy of the executive summary here, or the full report here. The authors make eight key recommendations for effective group decision-making:
I commend this report to you, especially if effective decision-making has been a challenge for your board over the past year or so. Share it with your board colleagues and ask the chairman to schedule a discussion at an upcoming board meeting. If nothing else, you'll bring the expectation of effective decision-making out into the open. Or, the board may find that some behaviours or expectations need to be adjusted, and that a formal board review is appropriate. The discussion may also expose some larger but hitherto hidden issues including that the board may not be clear on the purpose or the strategy of the organisation. If this is discovered, some external advice and assistance may be in order.
Regardless of the discussion and the outcome, I suspect it will time well spent.
The much storied Yahoo Inc. continues to consume column inches (or, pixels if you consume your news online). From bold beginnings, Yahoo has endured a mixed career as an Internet search engine business. Current chief Marissa Mayer has had her fair share of headlines as well, including some stinging criticisms over some of her management decisions. Now, with a proxy fight looming, Yahoo has issued this release, which has been reported by Ronald Brausch on Dealpolitik (and no doubt others).
The release and associated commentaries make interesting reading, especially for students of corporate governance, strategic management and firm performance: For example, the release implies that ownership of the new strategic plan lies with the CEO. Consider these two statements:
These statements raise a really interesting question. They imply that control lies with management. Does ultimate responsibility for firm performance not lie with the board of directors? Why has the board chosen to stand a little aloof from this? Are these statements simply examples of sloppy copywriting within Yahoo and on Brausch's part, or does control over the company strategy actually lie with the CEO?
While I have no doubt that some investors are keen to gain partial or complete control of the company (as Brausch reports), the commentary suggests that a more pressing challenge needs to be addressed if Yahoo is to become great again. The question of whether the board or the CEO is calling the shots and, therefore, is actually in control needs to be resolved, and quickly.
A word of warning for business leaders and academics invited to speak at conferences run by an organisation called WASET (World Academy of Science, Engineering and Technology): Give the organisation a wide berth. WASET appears to be a genuine organisation that runs conferences but, if the many comments on the Internet are any guide, the conferences are a front for a scam of some sort.
I nearly got caught out. In early January, I responded to an invitation to submit an abstract for consideration at the 15th International Conference on Corporate Governance in Singapore. (I had been looking for a suitable conference to share an important aspect of my research on corporate governance and strategic management. The conference seemed OK, so submitted a half-page abstract.) A few days later, notice of abstract acceptance arrived, together with a request to submit the full paper for review. All good so far. But then...
Two emails arrived today. One was an invitation to attend the conference. The other was notice that my paper has been accepted onto the programme—despite no paper having been submitted, much less reviewed! This didn't sound right. A quick search revealed many pages of blog posts and comments from people asking if WASET conferences are a scam, whether the conferences are fake, and other similar questions.
The decision to back out came easily. Luckily, no intellectual property or money changed hands.
Thoughts on corporate governance, strategy and effective board practice; our place in the world; and, other things that catch my attention.