There was a development in the long-running Lombard Finance collapse saga today that has the potential to send shock waves throughout the establishment, in New Zealand and throughout the Commonwealth. Reports are emerging that Sir Douglas Graham, esteemed politician, Treaty of Waitangi negotiator, company director and knight of the realm may be stripped of his knighthood following a conviction associated with the collapse of Lombard. This is huge.
Should honours recipients that are subsequently convicted through a judicial process have their honour stripped? On one hand, I applaud the New Zealand Government for considering measures to protect the status and sanctity of the New Zealand honours system. On the other, the knighthood related to Sir Douglas' services to New Zealand, rendered over many years, as I understand it, prior to the Lombard debacle.
UPDATE 31/May: Yesterday, when I first posted, I fence-sat on this issue. Today, having read several commentaries and thought more deeply, my view has firmed in favour of stripping the honour. One is stripped of rank as a consequence of guilt in a military system, both as a punishment and to defend the honour of the rank. The civilian system is constructed on the same principle. Guilt and consequences should go together—always—lest justice no longer be consistent, fair and blind. What do you think?
I'm a strong believer that function trumps form, especially in matters of governance. However, I maintain a close watch on trends in research and practice, because things can change, and one needs to maintain an open mind. A case in point is that of the Independent Chair, a trend that has been developing over the last decade or more (actually, since the 1992 Cadbury Report), which appears to have hit a speed bump recently.
This week, an article published on the Pensions and Investments website reported that, in America, support for Independent Chairmen had declined in 2013, despite a "bumper crop of calls" for independent chairs. I was somewhat flummoxed by the information presented in the article. How can increased demand lead to fewer appointments? Is this a new trend, or just a one-off blip? Who is in control, or, more directly, who actually has the power?
Corporate governance in America, as in other jurisdictions, appears to be awash with power games. Calls to separate the Chair and CEO roles appear to be founded on concerns that too much power is concentrated with one person. Yet that very power seems to hold sway. It's as if holding on to the 3P's (position, power, prestige) is more important than a fourth P—the one that actually matters —performance. When will Boards and shareholders wake up and act?
I've often pondered the question posed in the subject line—not only from a personal perspective, but also from an independence/critical thinking perspective. This is a vexed topic, because many owners wish to occupy a seat in the boardroom themselves, either to influence company growth and development (a healthy motivation), or simply to keep an eye on their asset (not so good).
The key issues to be grappled with when considering the question are influence and independence. Will the holding of shares influence the director to make certain decisions differently than if they did not own shares? The owning of company shares (by directors) is probably advantageous to engagement and commitment—so long as independence in decision-making is preserved, and decisions are made in the best interests of the company. However, if the answer is "yes" or "maybe", then the best answer to the topic question is probably "no". Either the non-executive director should not own company shares, or if they wish to continue to own company shares, they should consider resigning their position.
The reasoning for my conclusion is as follows. Directors are required to act in the best interests of the company (in New Zealand, at least). In so doing, a primary task of a director is to make decisions. If a director was to make a different decision based on their ownership of shares, then clearly their decision-making is influenced (and potentially conflicted) by that ownership. Arguably, they are no longer acting in the company's best interests, but those of the shareholder, of which they are one. In such cases, the director is no longer meeting the legislative requirement. I wonder how many directors, particularly of smaller companies, inadvertently find themselves in this position?
Much has been made in the business press in recent weeks of the possibility of splitting the Board Chair and CEO roles at JP Morgan. Arguments for and against have been made, and now a non-binding shareholder vote is imminent. I can't help but feel disappointed by all this rhetoric, because arguments about Board form (structure) miss the point.
For the last 40 years or more, researchers and practitioners have searched for "the ideal Board structure" through which high performance will occur. Despite considerable effort, attempts to produce an ideal structure, or explain how Boards contribute to business performance, have failed to produce definitive results. If we pause and reflect, this lack of clarity should not be a surprise. Governance is a complex, socially dynamic phenomena, not a predictable closed system or a mass of separable attributes. As such, empirical knowledge (of the past, or of form) cannot be used to credibly predict future performance.
Rather than continue to argue over form (that is, argue over structural variables including Chair/CEO duality, gender diversity, non-executive directors), attention needs to move to the holistic consideration of governance itself, and what Boards do (how they function). Then, and probably only then, will we start to gain a clear understanding of how Boards actually contribute to business performance. But is that asking too much of the JP Morgan Board and other Boards? I guess time will tell.
Two posts on corpgov.net have caught my eye this week:
Together, these articles present a significant challenge to the corporate governance community, and company directors in particular. To most Boards, the purpose of the company is to achieve growth and to maximise shareholder value, period. But is this narrow focus appropriate? Does it help society, or does it add to its burdens?
As I read the articles, I found myself thinking about the relationship between economic growth and societal wellbeing. You don't have to be a rocket scientist to understand that a narrow focus on profit or growth is a rather selfish win/lose strategy. Shareholders win and the rest of us lose. Is that fair? Perhaps Boards should be compelled to take account of wider societal factors as they fulfil their important role. What do you think?
Earlier today, I read an interesting article posted on the HBR blog site about conflict and governance. The author, Solange Charas, described two kinds of conflict: cognitive (task-oriented) and affective (emotionally-oriented) in her article. She asserted that cognitive conflict is essential in creating value, whereas affective conflict erodes value. Charas' research is consistent with other research which reports that cohesiveness, vigorous debate and creative interaction are hallmarks of a good strategy development process (refs: Levrau & Van den Burghe, 2007; Kerr & Werther, 2008).
My point in raising the topic of conflict/debate in the boardroom? Many of the boards that I'm familiar with or have been privileged to observe are devoid of cognitive conflict, despite directors themselves telling researchers that vigorous debate leads to improved decision quality. Discussions tend to be "nice", lest someone offends someone else. But are such genteel behaviours good for company performance?
Can I suggest directors need to put their reputations and any affective behaviours to one side, and focus their attention on what they were appointed to do: explore strategic options and make strategic decisions (some of which may be quite contentious), and maximise performance (through the CEO). Perhaps if they do so, and adopt cognitive conflict practices, then we will start to see some serious value being created from the boardroom.
Over the past few months, I have been quietly testing some of my doctoral research ideas with a few esteemed members of the academic community. I've also chatted with some practicing directors as well. The discussions have been incredibly valuable, because they have generated a lot of interest and feedback, all of which has enabled me to refine and adjust the research.
On the strength of the feedback received, I have decided that it is time to "come out" as it were; to begin share my ideas with a wider community. To this end, I have submitted a paper abstract to ECMLG 2013. The abstract has just been accepted, so now I need to prepare a paper and start saving to get to Austria in November. How exciting!
And the ideas that have generated the interest? Here's a peek: Much of the governance research to date has involved the statistical analysis of large data sets, resulting in correlations between observable variables and rich descriptions. However, no definitive theories to satisfactorily explain how Boards contribute to performance have been produced. Despite considerable effort, researchers appear to have reached an impasse. A new research agenda in required if progress is to be made—one that moves from the study of isolated variables (structure, composition, behaviours) to the holistic investigation of governance itself. My reading of philosophy has exposed critical realism (CR) as an interesting basis for a new agenda. CR rejects the common view that social phenomena (of which governance is an example) are a mass of separable events or attributes.
When I re-read the literature through a CR lens, several discrete ideas that I've been pondering for some time started to come together into a cohesive picture. It seems that active engagement; an involvement in the development of strategy; and, the making of strategic decisions are somehow potentially significant causal mechanisms that explain how Boards actually contribute to business performance. Next step is data gathering and analysis. If validated, a new theory of governance which explains how Boards contribute to performance will hopefully emerge. Thankfully, I now have a philosophical framework to build upon. Yahoo!
So, there you have it—my ideas out in the open. Sorry if this summary was tough to read and understand! If however, you are interested in governance matters, and particularly in governance research, and would like to chew these ideas through, please post a reply, or contact me directly.
Thoughts on corporate governance, strategy and the craft of board work; our place in the world; and, other things that catch my attention.