 I was fascinated last evening, at a variety of behaviours on display following news that UA787, a flight from Houston to Chicago-O’Hare was delayed due to a technical problem. The captain provided updates, initially announcing the delay and reason. A little later, he came on the PA again, to apologise. Then he added, “that the engineers were working on it, and were confident of resolving the issue soon.” Some, likely the elderly gentleman I was seated beside, were a little anxious. He was being met by a family member and did not want to put the family member out at all. His response was to ask the flight attendant for an ETA, so he could make a telephone call to the party meeting him. Others, such as the business woman seated across the aisle, became agitated, as if the delay was the flight attendants’ fault; the impression being that she was busy and important and, therefore, the problem needed to be fixed “now”. Her response was direct: as soon as she had the opportunity, she collected her things and hurried off the flight. Others got off too, without fanfare. Yet others, sat quietly and waited, knowing there was little they could do. The situation provided an impromptu study of human behaviour and, in particular, how some people seem to have lost (or rejected) the art of waiting. I wanted to get to Chicago as much as any other passenger, especially having already flown in the care of Air New Zealand from home to Houston. And, a younger me may well have become frustrated at the situation, as the woman who left abruptly. But, I have learned to leave those things we cannot control to others. As I reflect on the experience, my mind is drawn to board work. The role of director is one of service. Have I allocated sufficient time to not only read papers, but consider them and read further? How patient am I when arrangements do not flow as planned, especially logistical arrangements? Is my schedule crammed, or does it provide space, not only as contingency but also for critical thinking? The very best directors arrive at meetings prepared, calm, and ready to go, having allocated space before the meeting, to read, think, and prepare questions. The rest, who tend to look harried and unprepared, need to reflect on their situation. Why are they not ready to contribute well? Are they poorly organised? Are they overboarded? Ultimately, are they fit to serve as directors, given the duties they owe? PS: UA787 departed 57 minutes late, and arrived approximately 24 minutes behind schedule. The Captain apologised once more. Flight attendants were polite. Passengers were looked after. The world didn’t end.
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 In recent times, diversity, equity and inclusion (often, DEI) has become topical in many spheres of business, social, organisational and political life, and boardrooms are no exception. The moot is that increased in-group diversity directly enhances organisational (project, team) performance. While this remains unproven, expectations are running high, and there are no signs they are abating. With this development, tensions have become apparent: between those people and groups who argue that demographic diversity is material to better outcomes, and those who do not; those who assert that boards should be representative of the shareholders or communities they serve, and those who prefer the best governors in the room, regardless of representation, to ensure the best decisions are made. These tensions, and the underlying complexities extant both within an organisation and in the wider marketplace, are real. Boards ignore them (or discount or run roughshod over them) at their peril. Difference needs to be acknowledged and harnessed, to draw out multiple perspectives. But directors need to be sufficiently mature and wise to also align their efforts, to ensure great decisions are made having taken various contextual factors into account. This is hard, not only because directors need to find common ground where little may exist, but also because cultural differences tend to run deep and they may be difficult to navigate. Seemingly straightforward matters are almost guaranteed to become difficult if cultural norms are ignored or brushed over. Consider these cultural scenarios, all of which I have experienced over the past twelve months:
When working across cultures, seek first to understand. Breathe. Invest time and effort to learn how others think; what drives them; how they feel; how their mind works; how decisions are made; and whatever else seems relevant. And, what is more:
The group leader (board chair) has an incredibly important role in this, to draw everyone into the conversation; acknowledge difference, but harness it for the common good. Finally, a note: The techniques listed here are simply suggestions. But, in my experience, they can be incredibly powerful catalysts upon which relationships can develop and trust can be built. Ultimately, if boards are to have any hope of governing with impact, a sound understanding of 'who' is in the room, and 'how' they think, act and contribute is necessary. Invest time and effort, it'll pay off.
 I have been watching the leaves on a potted plant go a little yellow in recent days. Something is not right; the plant has been suffering, clearly—but why? Had I been over- or under-watering it? Or have I applied the wrong amount of fertiliser? After checking with sources more knowledgeable than me (a book in my library, but also Google), the penny dropped. The plant had become root-bound, a victim of its own success. Simply, the pot had become a constraint. The resolution? A bigger pot, to provide space for the plant to thrive once more. Now, we wait. Boards and companies are analogous to the pot and plant in this illustration. The pot holds the plant and provides space for it to thrive and grow. Sometimes, a new pot is the change needed if the plant is to thrive. And so it is with companies: sometimes changes are needed at the board table to reinvigorate decision-making, steerage and guidance. Whereas plants tend to droop, go yellow or otherwise signal poor health, tell-tale signals that it might to be time to make adjustments in a boardroom tend to be visible too. Examples include:
While this list is far from exhaustive, it is indicative. Notice many of the signals (that a director is out of their depth or no longer fit to serve) tend to be behavioural. But how might any shareholder or supernumerary know the real situation given boards tend to meet and operate behind closed doors? Something might seem to be amiss, but what, and who? A governance assessment (note, not a board evaluation) can be a useful tool to assess the effectiveness of the board and the governance 'system', and to diagnose any underlying problems. These should be conducted annually, by a credible independent assessor. Recommendations emerging from such an assessment need to be taken seriously. Boards that dismiss evidence-based recommendations out of hand, or make cursory adjustments only (the "sweep it under the carpet and hope for the best" tactic), should take a good look in the mirror. The response is itself a clue—defensiveness tends to confirm that all is not well. When something doesn't quite seem right, check it out. Directors serve at the pleasure of shareholders, and replacement is always an option. Often, it is a very good option; sometimes, it is the best option. Normally, a simple majority is all that is required to both appoint and remove a director. To give the director the benefit of the doubt is rarely the best option. Finally, if a decision is taken to remove a director, act on the evidence quickly, but do so quietly.
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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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September 2024
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Dr. Peter Crow, CMInstD
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