This is a quick note to say my last Muse for the year has just been posted—unless a compelling event in the world of corporate governance, strategy or research grabs my attention! I'm looking forward to a few days off with my family, to enjoy the Christmas season, and to relax and recharge after an eventful year.

Thank you for your support and encouragement in 2012. Merry Christmas and a safe holiday season, and see you in 2013.

This might sound like a rather odd question to ask, because an affirmative answer seems so obvious. Yet in my experience, many Boards do not exercise the option of seeking advice directly, despite the benefits of doing so being clear. Generally, Boards turn to the CEO to fill information gaps, because they are well-placed to provide the additional information required. However, the CEO is not always the best source of information.

In what situations should the Board engage independent advisors directly? Whenever independence is crucial, or there is a conflict of interest. Three areas emerge as prime candidates to engage independent advice (although there may be others as well):

• Risk management: To do otherwise is to rely on management's view of risk—akin to asking a rustler to report on the number of animals lost. I wrote about this recently.
• Legal advice: Leading governance expert, Dr Richard Leblanc, recently made a strong case for Boards to engage legal advisors who are not conflicted by also providing advice to management.
• Strategy: Several researchers (*) have suggested that the provision of independent contributions (to supplement contributions from management and Board members) is extremely helpful, because it exposes the Board to a more diverse set of trends and options as strategy is developed.
  

If Boards are truly committed to acting in the best interests of the company (or the shareholder, depending on the jurisdiction), the answer must, unequivocally, be "yes".
My hope for 2013 (and beyond) is that more Boards will start to walk the talk.

(*) contact me for references.

I've just read a short, approachable article that reminded me of some rather interesting background reading I did 6–12 months ago. Throughout the early stages of my doctoral research, I was encouraged to read about some of the "big names" in scientific endeavour: Galileo, Newton, Einstein, Crick & Watson. While my research is very much positioned in the social science field, my supervisor suggested that reading widely would help me to  understand how great minds went about their work, how they recognised "opportunities", and how they achieved breakthroughs.

Should directors receive performance-based pay for their contributions?

This is an interesting question. Performance-based pay has become commonplace amongst senior executives and sales staff in the last decade or so. The model is straightforward: perform well (by achieving agreed objectives) and get paid a commission, be awarded stock or receive recognition via some sort of bonus. Performance standards are generally set by a more senior manager. The system seems to work reasonably well. However, an increasing trends in recent years is the implementation of similar performance based reward systems in the boardroom. But is this smart? Do performance-based pay systems motivate the "right" behaviours amongst directors?

Whereas management and staff are directly responsible for implementing strategy and achieving performance goals that are determined by a more senior party, the Board is not. In addition to their role being quite different (to determine strategy, monitor performance and manage risk), the link between what Boards do and company performance is tenuous, at best. Simply, we do not understand how Boards contribute to performance. Further, Boards are endogenous—they largely set their own agenda and determine the company's objectives. In establishing performance-based pay systems for themselves, Boards are immediately conflicted. One way of ensuring performance-based payments are made is to set artificially low targets (for example). I'm not sure this is a good way of maximising company performance, or motivating healthy behaviours, but it is a way of being paid(!)

My preference is towards rewarding directors through fixed fee payments for their contribution. If they are contributing, they receive their fee. This would be the default. However, if they are not contributing effectively, this should become known through a formal Board review process. Shareholders should have access to review documentation, and only re-appoint directors that are contributing. 

This sounds remarkably easy on paper, however the topic of today's muse is hotly contested amongst practitioners and academics alike. What's your view?

Note: This Muse is somewhat different from many previous entries. Whereas most prior entries record aspects of my doctoral journey, or make suggestions about a range of topics, this Muse simply poses a question: "What is the purpose of economic growth?".

I'm raising this question now because I realised, while re-reading some PhD notes today, that a statement that appears several times in my papers is heavily loaded. The statement is: "High company performance is an important contributor to economic growth and societal wellbeing". Today, for the first time, I realised this statement somehow assumes that economic growth and societal wellbeing are some how "good", and therefore worthy of pursuit. But why? What is the purpose of economic growth? What is the underlying driver? 

Before you get too excited, I'm certainly not devaluing economic growth as such. Rather I'm asking why we humans pursue it. I don't have a clear answer right now, but I will ponder this question over the coming days, do some reading, and try to form some views.

To kick the discussion off, Benjamin Friedman, the political economist, writing in 2006, asserted that "Economic growth—meaning a rising standard of living for the clear majority of citizens—more often than not fosters greater opportunity, tolerance of diversity, social mobility, commitment to fairness, and dedication to democracy. Ever since the Enlightenment, Western thinking has regarded each of these tendencies positively, and in explicitly moral terms."

What do you think? I love to hear your ideas—considered, wacky or otherwise!

One of the promises (or more correctly, one of the aspirational goals) I made when setting out on my doctoral journey was to read widely—particularly in "off-topic" areas. My reason was selfish: to expand my horizons, maintain a sense of sanity and (hopefully) trigger some new ideas, because the sheer volume of on-topic material is enough to intimidate even the most ardent student.

However when I paused for a few days after completing the confirmation process, I realised that progress towards my "read widely" goal had stalled somewhat. In the daily routine of reading about governance, strategy, research methodologies, philosophy, and the theory of knowledge creation, I'd lost sight of the bigger goal.

Having realised what had happened, I decided an active remedy was required. To this end I have explicitly reserved an hour a day to read off-topic material. Further, I have decided to embrace the novel genre (for the first time in my adult life!), and specifically the so-called modern classics. A search engine provided the starting point: To Kill a Mockingbird. Next in line is yet to be determined, so if you have any suggestions, please let me know!

Over the last 6–12 months, a steady stream of articles, blogposts and on-line discussions calling for Boards to become more "tech-aware" have appeared. I've read many of these, and have concluded that the drivers for many can be grouped into one of two categories:

• IT Managers and technology professionals have become frustrated that their reports and their proposals to implement new systems are not understood or approved by the Board.
• Boards have been caught out (often at considerable cost to the company through project failure, customer impact or balance sheet stress) because they've approved technology programmes or investments that fail to deliver as promised, or simply are not aligned with agreed corporate objectives.
  

The time to bridge the chasm between what the Board needs from IT and what IT delivers has long-since past. Calls for Boards to become tech-aware need to be addressed. However, there appears to be a problem that needs to be called out: what does "becoming tech-aware" actually mean? And how does a Board achieve such a state? Rather than simply call out the problem, or brow-beat directors with standards (ISO 38500, for example), companies need to make progress on these questions. Several options are available.

Seek IT-expertise when making new Board appointments: The recruiting of IT-experts (former CIOs for example) can provide an immediate gains, particularly to help Boards understand trends, and reports and proposals from management. However, this option can backfire if appointees are inclined towards detail, jargon-laced statements, and the ardent promotion of the latest trends and fads.

Require the CEO and management to ensure all papers (reports and proposals) explicitly state business and strategic impacts: This is an outstanding option, and one that all Boards and CEOs should actively pursue. If management wants support for investments, then it is their responsibility to package proposals in such a way that the risks are made plain, and that impact on business performance and strategic goals is made explicitly clear. Boards have a role to play, by specifying how information needs to be presented in order to be most useful.

Boards request and schedule presentations from external specialists: The pace of technology change—and the business and strategic impacts that follow—continues unabated. If Boards are to maximise the value of the organisation effectively, they need to understand emerging trends and developments. Rather than secure this knowledge from staff (and run the risk of only hearing what management wants to say), Boards should seek contributions directly, just as they (should) seek any other strategic market comment, risk or audit advice. The goal is to gain a broader perspective, to inform the debate and the selection of strategic options.

It should go without needing to be said, but for completeness, these options are not mutually exclusive. In fact, a combinatory approach, with all three options in place, is likely to raise the chances of a strong outcome.