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The pursuit of high board performance

20/10/2017

Plans and preparations for my next set of international commitments are coming together well. I'll be on the road for two-thirds of November to fulfil five speaking engagements; attend two conferences; lead a one-day learning workshop; fulfil two advisory commitments; and, attend a miscellany of meetings. The key dates are:

Sydney (1st & 2nd)
Wellington (3rd)
Brussels (5th to 7th)
London (8th to 10th, and 14th)
Rochester (13th)
Vienna (15th to 18th)

A common theme runs through these commitments: the pursuit of high board performance.

The talks will explore several aspects of board practice including the board's role in strategy; emerging trends; the mechanism of corporate governance; and, the defining characteristics of an effective director and board. The learning workshop (entitled The effective director) is part of the Governance Institute of Australia's new capability development programme. The conferences are the European Institute of Advanced Studies in Management, in Brussels (I'm presenting a paper), and the Global Peter Drucker Forum, in Vienna.

In case you are wondering, there are still a few gaps in the schedule in each location for additional meetings. Please contact me if you would like to arrange a meeting while I'm in your area.

If you'd like to know more about any of contributions, please get in touch. (Note: As is my normal practice, conference summaries will be posted on this blog soon after each event, so do check back if you are interested).

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Hitting the nail, squarely, on the head

18/10/2017

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Bob Tricker just did it again.

Long the doyen of corporate governance (Sir Adrian Cadbury used the term "father of corporate governance"), Tricker has just posted this article, a stinging critique of several emergent ideas that, through repetitive use, have permeated thinking and are becoming accepted as conventional wisdom. Risk, culture and diversity are singled out as populist memes. Yet robust evidence to support the notion that any of these memes are directly contributory to effective governance—let alone company performance—in any predictable manner is yet to emerge. Tricker's timing is, once again, exemplary.

Thankfully, Tricker offers far more than a straightforward critique. He reminds readers that the purpose of the board of directors is to govern:

The governance of a company includes overseeing the formulation of its strategy and policy making, supervision of executive performance, and ensuring corporate accountability.

The purpose of a profit-oriented company is also made clear (a point famously made by Friedman):

To create wealth, by providing employment, offering opportunities to suppliers, satisfying customers , and meeting shareholders' expectations.

In calling out this matter, Tricker has hit the nail on the head—the effect of which is to place those motivated by the promulgation of unfounded memes in a rather awkward position. I am with Tricker; our understanding of corporate governance needs to be reset. Rather than pursue new memes (a perfectly adequate definition was established over fifty years ago), boards need to discover how to practice corporate governance effectively. Tricker (Corporate governance: Principles, policies and practices), Garratt (The fish rots from the head) and a few others provide excellent guidance as to how this might be achieved.

(Disclosure: The two books named in this article are the ones that I refer to most often when working with boards. I commend them to you.)

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Building director capability: observations from the field

13/10/2017

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The opportunity to work with new and aspiring directors to build capability is something I find most gratifying. Regardless of whether the task is to facilitate an established course (Institute of Directors' Company Directors Course), pilot a new one (Governance Institute of Australia's The Effective Director Course) or run a private workshop with a board, the sense of fulfilment amongst directors as they grapple with situations, gain new insights from their colleagues and learn more about the role of the director is often quite palpable. However, the learning experience is by no means a one-way street. I also expect to (and do!) gain new insights. Here are some of the themes that have been apparent in the sessions I've led this year:

The importance of a learning mindset is increasingly accepted. While the concept of governance is both straightforward and stable (the root word is kybernetes, meaning to steer, to guide, to pilot), the practice of governance (i.e., what boards do and how directors behave) is inherently complex and quite dynamic—even more so when the incessant march of new ideas and technologies is added to the mix. Directors need to commit to a programme of continuous learning if they are to remain current and make relevant contributions. Anecdotal comments shared in workshops this year indicate that some directors now allocate as many as five hours outside the boardroom for every hour in board meetings. In addition to reading and understanding board papers, these directors say they read widely about emerging ideas, trends, technologies and good board practice recommendations, to ensure a sufficiency of knowledge about the market/sector the company they govern operates in and new opportunities.
Traditional models of board–management interaction based on separation are breaking down. Historically, the board was conceived as a proxy, positioned between absentee shareholders and managers. The underlying assumption (agency theory) was that managers had different priorities from shareholders, so the board had an important role to keep potentially miscreant managers in check. In practice, a clear separation between the functions of corporate governance and management, including the appointment of independent directors were thought to be important for more objective decision-making. However, these recommendations are increasingly being questioned by both directors and emerging research. Proximity may actually be more conducive to effective contributions and higher quality decisions than separation and distance.
Compliance demands continue to dominate the agenda. Regardless of emergent calls for boards to intentionally contribute to strategic management in pursuit of future goals (purpose), the dominant focus of many boards remains one of compliance—to interrogate historical business performance (last month's management and finance reports, sound familiar?) and check that regulatory requirements are being met. While the task of monitoring and supervision should by no means be ignored, the protection of professional and personal reputation continues to be a more important consideration for many directors than company performance.
Composition remains a priority for many boards and shareholders. Many boards and shareholders continue to be enthralled by board composition, in search of the 'best' configuration. The number of directors, independence and diversity have all been argued to be important at various times. However, none of these (or any other observable factors) are directly predictive of better performance outcomes. Rather, effective directorship is function of board activity and director behaviour.

For more information about these or related topics, or to discuss implications for practice, please get in touch.

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The pursuit of high board performance

Hitting the nail, squarely, on the head

Building director capability: observations from the field

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Peter Crow PhD CMInstD