Musings, the blog - Peter Crow

EURAM: conference programme now available online

27/5/2015

The 15th European Academy of Management (EURAM) annual conference will be held in Warsaw, Poland on 17–20 June. The conference programme is now available online. Over 1200 delegates have registered to attend, to hear about the latest developments in management research and the implications for practice.

I am looking forward to attending what promises to be a very interesting (and busy!) conference. EURAM is the third of three international conferences that I will be attending in June. In addition to listening to as many of the corporate governance papers as possible and meeting with colleagues, I have two formal commitments, as follows:

Chair the second corporate governance session, entitled Boards of Directors: Outside/Non-executive directors, on Thu 18 June.
Present my paper, entitled Boards, strategy and business performance: Observations from inside the boardroom, in the afternoon session on Thu 18 June.

If you would like to receive more information about any of the papers, please let me know. I will do my best to attend the appropriate session and write a report.

International Corporate Governance Network: Annual Conference

25/5/2015

The 2015 edition of the International Corporate Governance Network annual conference is just a week away (3–5 June). This year, ICGN will be celebrating 20 years of governance change and reform. Hosted by the City of London, the conference is being held at the historic Guildhall. The organisers have assembled a fantastic programme. Over 650 delegates have registered to hear 80 speakers discuss a wide range of topics:

Sustainable capital market reform: what needs to be done?
The board of the future: will it be fit for purpose?
Share ownership in a global context—is stewardship working?
Human rights: what are investors expected to know and do
Driving accountability across the voting chain

I will be at the conference (as a delegate only this year). Summary reports will be posted here, so please check back next week for updates. If you want to meet up at the conference, contact me to make an arrangement.

The ICGN annual conference is the first of three conferences that I'm attending in June. I will also be at the International Governance Workshop (11–12th, Barcelona, Spain) and the European Academy of Management conference (17–20th, Warsaw, Poland), to present the latest findings of my research and discuss implications for boards. Copies of my papers are now available.

I stand corrected!

23/5/2015

A muse that I wrote yesterday asked a series of questions about company ownership. It stimulated quite a bit of interest, albeit for reasons other than I expected. Having discussed the matter with several commentators, I now know why. It turns out that one of the underlying assumptions upon which the muse was based—that companies have owners—was wrong.

How often have you heard someone say they 'own a portion of <company name>' or that they are 'company owners'? These statements, while plausible, are actually incorrect. People (individuals, groups, other companies) own shares in a company, they don't own the company (or a portion of the company) directly. The company is an entity itself. It issues shares ('bundles of intangible rights') and these can be owned or traded, as is so ably explained here (see clause 2).

Thank you to those people that contacted me to point out my error. The phrase 'company owner' has been removed from my vocabulary! However, the notion of 'ownership' remains. I hope this brief note goes some way to putting the record straight. Please contact me if you would like to know more.

Apparently shareholders do not own corporations!

22/5/2015

Please excuse this rather sensationalist title—I have just picked myself up from the floor having read this clause in the recital section of a [draft] directive being prepared in the EU:

"Although they do not own corporations, which are separate legal entities beyond their full control, shareholders play a relevant role in the governance of those corporations."

The proposed directive, which encourages long-term engagement and gives voice to shareholders in listed companies and large companies, seems to be well intentioned. However, the statement that shareholders do not own the corporation left me flabbergasted. It raises all sorts of questions:

If the shareholders (collectively) do not own the corporation, who does?
To whom is the board accountable—the shareholders (who don't own the asset the board is charged with operating); or, the [now unknown] owners; or, some other group?
Who benefits from the wealth created by the corporation, the shareholder, the owner or some other party?

Why anyone would buy an asset if they knew that a condition of purchase was that they did not own what they had just paid for is beyond me. Is this sloppy drafting, or have I missed something in the semantics? Can someone with a legal mind and expertise in this area please elucidate?

Three conferences in three weeks, starting in 13 days

20/5/2015

Here's the trip schedule:

In just under two week's time (June 1), I embark on another trip to England and Europe. The main purpose of this trip is to attend three important corporate governance conferences, to contribute to the emerging conversation. Many of the world's leading advisors, company directors and academics will be at the conferences. I am honoured to be speaking at two of them.

June 2
June 3–5

June 8–9
June 11–12
June 15
June 17–20
June 20

Arrive in London
International Corporate Governance Network Conference, London
(click to set up meeting at conference)
Available in London or nearby (Want to meet? Get in touch)
International Governance Workshop, Barcelona (my paper abstract)
Limited availability in London (Want to meet? Get in touch)
European Academy of Management, Warsaw (my paper abstract)
Return to New Zealand

If you are interested in a specific conference presentation but cannot attend, please let me know. I'll try to attend for you and post a report. Conference updates will be posted here and on Twitter during the conferences, so check back if you are interested.

I'm looking forward to reconnecting with #corpgov friends and associates, making some new connections and testing some of the ideas that have emerged from my research work. Much coffee will be drunk, no doubt! If you'd like to meet up, at a conference or separately, please get in touch.

Selling a major company asset to a director, and doing so properly

18/5/2015

Is it ever OK to sell a major company asset to one of the company's directors? One must be careful, very careful. The safe answer is probably 'no', because the proximity of conflict is ever-present and the question of whether the transaction satisfies the director's duties provisions (to act in the best interests of the company) sets a very high bar to clear.

However, a recent case in New Zealand suggests that such transactions can be completed, and well, if certain provisions are satisfied. In this case, Dorchester Property Trust (DPT) wanted to sell one of its properties the Goldridge Resort Queenstown (GRQ). A DPT director wanted to acquire the asset. The DPT board acted cautiously. The director took no part in determining whether the asset should be offered for sale, and was excluded from the process of assessing acquisition offers. As such the board's handling of the matter satisfied the related party transaction requirements.

While some investors were a bit scratchy over some some matters (see the article), few if any concerns over the GRQ transaction have been raised. This suggests that the board handled the matter well, in both a legal and a moral–ethical sense. Well done to the DPT board.

Do you have a 'heads-up' habit?

16/5/2015

Most people I know live fairly busy lives. Western culture and the 'always on' society we live in has done that to us. However, some—by my assessment anyway—have become a bit too busy for their own good. Societal norms seem to reward busyness and excellence, yet cracks start to appear when we get very busy for long periods. We get tired and make mistakes. Our commitment to do things with excellence suffers. How do you cope in such situations? Do you plan well ahead; or, do you manage your commitments on a daily basis; or, do you simply back yourself to keep up with what work and life serves up?

One habit that has served me well for many years is the 'heads-up' habit. It's really simple. Every week, I pause and look ahead, as follows:

Every Saturday morning—before breakfast—I look ahead at least four weeks. The motivation is to identify big tasks (typically international trips and major events) loaded into my diary: the objective being to make sure sufficient preparation time is allocated to think, write speeches, build slide decks or prepare well. It gets me thinking—early—about the main points of scheduled talks or important meetings. It has the added benefit of highlighting gaps in trip schedules and, therefore, opportunities to request additional meetings or activities well in advance. I also check trip logistics, especially travel time, accommodation and transport. There's nothing worse than realising at the last minute that an important connection or hotel booking has not been made! This part of the heads-up habit helps me avoid last minute rushes.
Every Sunday evening—after dinner—I look ahead seven days. I do this with my wife. We walk through our respective calendars to see what activities we need to plan for, and whether either of us will be home late from a commitment or away overnight (a seemingly simple but incredibly important thing, especially when it comes to planning the evening meal!). This part of the habit helps me manage important relationships.

In the past, I sometimes lost sight of important upcoming activities (and ended up suffering late into the night trying to make up—the results of which were never that great). However, last-minute rushes have become a rarity since I embraced the heads-up habit. If you don't have a habit to stay of top of your commitments, you might like to try this one. It made my life easier and I seem to be more productive. Also, my wife says that I'm easier to live with!

Executive pay: is Thodey's call a signal that enough is enough?

8/5/2015

David Thodey, outgoing chief executive of Telstra, has just gone on record: CEO pay is out of control. Swimming against the tide, Thodey said his remuneration was indefensible, and called for change. A cynic might suggest that it is all very well for Thodey to say these things, especially after he pocketed $27M while he was the chief executive. Nevertheless, Thodey's call is not unique. One in four chief executives think that time is more important the money.

Is Thodey's call, and those of others, a harbinger of change to rein in executive pay? I hope so. History tells us that gross disparities between the 'haves' and the 'have nots' can lead to uprisings and, potentially, bloodshed. The French revolution , Bolshevik Revolution and the Arab Spring are notable examples, although there are many others. To make some adjustments now may be just the pressure release valve that many in society are looking for.

Boardroom authenticity: are director actions consistent with their claims?

7/5/2015

The NYSE has just published the results of its 12th annual director survey. The survey, conducted by Spencer Stuart, makes for interesting reading. For example, strategy and performance features as a "perennial concern" of respondents—directors claim a strong interest in strategy. However, the responses do not bear this out. When asked to identify board actions that are critical to company performance, the top six responses from directors were:

Regular CEO evaluation 96%
Strategic plan review 91%
Review of bench strength 83%
Capital use review 83%
M&A analysis 73%
Meeting on-site managers 62%

Do you notice anything unusual these responses? Apart from reviewing the strategic plan (presumably developed by management), none are practices of strategic management at all! If the board is responsible for business performance, why isn't it directly involved in the development of strategy, or monitoring strategy implementation, or verification of business performance goals? Why don't these elements, which are crucial to any influence the board might exert on business performance (watch for my forthcoming research), feature at all?

Directors say they know strategy and performance is important. That's clear. So why, when directors are asked specifically, do 'monitor' and 'control' activities feature more highly? Ouch! Why are some director's actions inconsistent with their claims?

NACD announces "long-term value creation" commission

7/5/2015

The National Association of Corporate Directors (NACD) has announced the establishment of a Blue Ribbon Commission to investigate the board's role in driving long-term value creation. You can read the full announcement here.

Twenty-six "distinguished corporate leaders and governance experts" have been appointed as commissioners. Surprisingly, no corporate governance academics have been appointed. This begs the question of how the BRC intends to go about its work, and to conduct empirical research in particular. I hope the opportunity to investigate what value creation is—and how it is created—is not lost.

I'm in two minds about this investigation. On one hand, it confirms the profession has a serious problem: that we simply don't know how boards add value or influence performance begs the question of what directors and boards actually do. On the other hand, congratulations are due to the NACD taking the bold step of commissioning the investigation. The subject is topical (in the last six months alone, I have been party to well over 100 conversations and debates on the topic of strategy in the boardroom), to the point of being somewhat personal (the subject is at the heart of my doctoral research).

Consequently, I intend to watch developments closely especially as the commission seems to be very similar to a study undertaken last year. If asked, I will make my research findings available to the BRC.