 How time flies. In just two weeks' time (14–20 Sept), I will be back in London again—this time to attend the Organizations with Purpose conference at the London Business School (thank you for the invitation), and to continue discussions with ICSA: The Governance Institute and others intent on building board capability. To serve boards and directors in the UK is truly an honour—I am looking forward to sharing ideas with colleagues and clients, and to meeting new acquaintances as well. While my diary is filling fast, I have room for a few more discussions. Please get in touch if you want to discuss emerging board practice trends, explore the possibility of me speaking at an event or with your board, or learn how to use my latest research findings to improve board practice and business performance. I'd be delighted to hear from you and look forward to scheduling a meeting (daytime or over dinner, whatever is best for you).
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 British Prime Minister, Theresa May caught the attention of many recently when she raised the possibility of requiring companies to reserve positions on company boards for employee directors. This proposal, which was suggested amongst other measures as a means of curbing perceived corporate excess in the UK, has received a mixed response, including support from the Institute of Directors and wonderment from others. Increased diversity has been associated with improved decision quality, so including employee directors at the board table should be to the organisation's advantage, shouldn't it? On the surface, yes. However, experience tells us that one of the very real challenges of reserving places on boards, be it via a gender-based quota mechanism (e.g., Norway) or to provide a voice for an interest group (e.g., parent representatives on school boards), is that people bring baggage. Representation is a problem: candidates appointed because they meet the representation criteria often struggle to act in the best interests of the organisation when they take their position at the table. The conflict (of interest) that employee directors face is even tougher to manage because it is directly personal. On one hand, employee directors are paid to perform work and implement strategies, while on the other they are expected to make decisions in the best interest of the company. Decisions made in the boardroom may not be to the employees advantage (e.g., to close a loss-making division, resulting in job losses). To expect an employee director to subordinate their personal and collegial interests in favour of what might be best for the company is likely to be a tall order; it may not even be realistic. Yet the German experience (one of the most successful economies since World War II) suggests that the inclusion of employee directors can be made to work. But the German system of corporate governance is framed on the notion of two-tier boards, and employee directors sit on upper (supervisory) board not the executive board where the important strategic decisions are made. Also, supervisory boards normally only meet a few times each year, meaning the focus is more directly one of oversight, in a manner not dissimilar to an annual general meeting of shareholders in the unitary system. If the corporate excess that May has called out is to be corralled (as it should be), the underlying basis of corporate governance (the means by which companies are directed and controlled) should be reviewed. A holistic review is needed to ensure the addition of specific measures (e.g., representative positions) does not inadvertently introduce other problems like suboptimal decision-making. Any review needs to extend beyond board structure and composition to the behaviour of directors and the activities of boards. Directors themselves also need to take responsibility for their actions; invest time understanding the business of the business; and, take their commitment to act in the best interests of the company seriously. I've written and spoken about this many times in the past. If directors embrace these suggestions, enforced structural provisions (e.g., representative groups) may no longer be required. But this relies on directors behaving well and doing 'the right thing', a reliance that has a chequered history.
 South Africa's flag carrier, South African Airways, has hit turbulence. Severe turbulence. The airline, which is in financial trouble as a result, most probably, of some poor decisions in the past, has been negotiating a debt refinancing package. However, the package reportedly contains some unusual characteristics (read: extremely high fees). Now, a staff member has blown the whistle; the board has been called out; and, the matter is being investigated. Even a cursory inspection suggests that something is amiss, and badly so. Problems that seem to stem from poor decision-making at the top of the organisation appear to be endemic. Whether the underlying driver is greed, hubris, corruption, ineptitude or something else remains to be seen. Regardless, South African Airways is in trouble. The board appears to be missing in action and the 'corruption' word has been mentioned making situation very messy, to say the least. Sadly, SAA is not an isolated case. Recently, Sir Philip Green fell from grace; and, it was not that long ago that FIFA, Toshiba and Volkswagen suffered 'setbacks'. It's little wonder that hard working people have any time for boards of directors. The sources of governance failure are well-storied. However, the natural response—hard law—has done little to improve things (because people who want to generally find their way around things that inhibit them). Different measures are required, perhaps starting with culture, values and purpose. Board appointment processes also need to change. Unless and until 'bad eggs' are exorcised from boardrooms and held to account, the actions of a few will, no doubt, continue to make life hard for the rest of the director community.
Guest blog: Gemma Walford (Head of Sales and Account Management, Convene for the EU region)  Business leaders cite change management as their biggest challenge, both on a day-to-day basis as well as from a long-term internal culture perspective. This challenge is what sees change management consultancies make millions of dollars per year, from acting as an external driver and catalyst. What many executives fail to realise is that they actually fear change themselves. Are your own fears a subconscious barrier to the change you know your business needs to make? Coming to terms with human nature: At the most basic level, the fear of change is hardwired into us. Those of us who like change are therefore the different ones. If we fear change, we’re normal, regular human beings. Some of us might even struggle to come to terms with the fact we find change difficult. If you fit into that particular category, it shouldn’t be something you worry about. Embrace change or walk away? Often we’re faced with this very simple question: do we embrace change, or do we walk away? When walking away is the option picked, there may not be an actual fear of change itself, but of the process that needs to be gone through before that change is implemented. As business leaders, we may resist change because we’re not too excited about the process of self-analysis that we need to go through. Self-analysis usually raises some tough questions that need to be asked, and human nature dictates that we don’t necessarily want to have that internal conversation—or learn the answers. Change carries risk: With change comes risk. This is perhaps the biggest reason why so many executives, and by extension businesses, continue with the status quo. A business with six-figure profits could embrace change, and in a few years be approaching eight-figure profits. However, this business may be happy with what it is currently achieving. While the proposed change will put certain things in motion to help the business move forward, it may also trigger other events, more self-analysis, and drive demand for change in other areas as well. Change can, therefore, be something of an unwelcome can of worms. The executives who deal with their own fear of change effectively and, therefore, manage change better within their businesses, are those skilled at focusing on the positive final result, even if this may be years down the line. Beating your internal fears: Beating any internally-held fear of change comes down to your approach. Many executives—even today when data and tangible insight is more readily available than ever before—still rely on gut feeling and “tradition” in terms of their business processes. Learning to embrace change may be as simple as learning to embrace the data and tools available to help you understand the impact change can have, and how you can manage that change yourself to a positive outcome. Most importantly, it is crucial to recognise that change is not instant. When change is implemented and managed correctly, it is very much a soft evolution rather than an immediate, overnight change in culture that completely redefines how you operate. Change isn’t always the answer, but do not allow your internal fears to stop you assessing whether it might be what you need. Guest blog: Gemma Walford is head of Sales and Account Management for Convene for the EU region. She has extensive experience in the Public sector and a particular interest in improving productivity and business change. Azeus Convene is a board portal, developed to serve the needs of boards and management teams around the world.
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SearchMusingsThoughts on corporate governance, strategy and boardcraft; our place in the world; and other topics that catch my attention. 
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Peter Crow PhD CMInstDCompany director | Board advisor
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