Every now and again a thought piece really sets me thinking—like this one, which arrived in a mail feed over the weekend:
Most people like the comfort of having rules to follow. Rules give us a clear understanding of what is expected. Obey the rules and we feel safe, confident in our actions, and assured of positive outcomes. However, excessive focus on rules can make us arrogant and judgmental.
Hard law (that is, statutes and compliance codes) seems to be the de rigueur response to major corporate indiscretion. Sarbanes–Oxley, Dodd–Frank and the UK Corporate Governance Code are but three recent examples. These measures set fairly well defined expectations in terms of how boards are supposed to operate. However, they don't ensure performance. They add cost as (most) companies seek to conform, or they lead to evasive practice).
Might the strong focus on regulation, statutes and compliance codes actually be bad for business performance and economic growth, especially as most directors and boards operate ethically and well within accepted social and societal norms? How might the risk–cost balance change if there were fewer rules to divert directors' attention away from value creation?
Delegates at the European Academy of Management conference were treated to an inspirational keynote speech by Lech Wałęsa, co-founder of Solidarity, Nobel Peace Prize winner and former President of Poland. His comments, in Polish, were translated by a very impressive translator.
Wałęsa continued by looking to the future. He challenged—hard—both the communist system that dominated the Eastern bloc and the capitalist system that dominates the West. He asserted that to replace one form of evil with another was not good. Rather, European unity should be the goal, but that requires people to get together to talk and to listen. Wałęsa stressed the importance of values as a crucial foundation to enduring peace.
Wałęsa's talk was inspirational, to the extent that the impact of his contributions on the lives of ordinary Polish people and the wider Eastern bloc has been huge. However, Wałęsa's rhetoric, while eloquent, strayed a little at times. Some of his comments were thinly-veiled political statements that, in another context, could have been interpreted as calls to action. Notwithstanding this, one of his calls, for a new generation of leaders to rise up to continue to fight to freedom and unity was clear and unambiguous. It's a pity that more business leaders and company directors were not present to hear it! Although unstated, the implication of Wałęsa's call was clear: leaders need to know when to lead and when to let go.
Wałęsa started with the claim "I am a revolutionist!" He regaled the largely academic audience with stories of 'great divisions'; of 200 men who fought for change against 200,000 Soviet soldiers with little success; and, of the tipping point provided by a papal appointment and subsequent visit. Within a year of Pope John Paul II's appointment, Wałęsa had gathered over two million supporters. Change became possible. "I want you to believe." Soviet soldiers watched the rallies as the people cheered for their Polish Pope. They even made the sign of the cross across their chests, something that surprised Wałęsa but gave him hope that change might be possible. Indeed it was, and indeed is happened.
After speaking for 45 minutes, Wałęsa answered audience questions for another 45 minutes (he skilfully avoided answering any provocative questions, including one about Vladimir Putin). All too soon, the allotted 90 minutes was up. Wałęsa needed to catch a plane. He remains in demand as an international speaker on politics and history.
Professor Thomas Clarke, of UTS Sydney, opened the corporate governance track of the European Academy of Management 2015 conference by discussing both the history and the future of board research. In so doing, he asked the question as to whether boards and board research were on the cusp of a paradigm shift.
Looking back 83 years, Clarke called on the memory of Berle and Means, and their oft-cited work that explored the separation of ownership and control. Berle and Mean envisaged a collective and collaborative approach (between shareholders, boards and managers) to the achievement of various business goals. The article has been accorded seminal status by many researchers, yet it has been largely usurped in more recent times by agency theory (one of the most debilitating ideologies of moderns time, according to Clarke), a contribution that conceives an individual and separatist view where shareholder primacy is the primary (even only) goal.
In looking ahead, Clarke asserted that new a model is required because the world is on the cusp of a massive disruption caused by climate change. A continuation of the extant approaches will simply accelerate the demise of many economies. In calling for a zero-emission post-carbon economy, Clarke said that boards of directors have a key role to play. However, they need to be farsighted, determined and courageous. He called out Chandler (1967) and Stout (2012) as highly influential thinkers in this regard, and contrasted their theses with that of the more commonly cited Jensen and Meckling (1976) (who promoted agency theory).
The challenge for boards in the future is to return to the ideas of Berle and Means, for history suggests that their ideas were largely correct. Whereas the 19th Century was characterised by production and the 20th Century by marketing and consumption; the 21st Century will, more than likely be characterised by sustainability. Boards need to embrace this if they are to oversee the fundamental changes needed to make the transition. Whether boards will be prepared to look inwards, to re-invent themselves and the way they work is the first challenge to be surmounted. Clarke's thesis suggests that failure to act on this initial point may consign boards and the very companies they oversee to the very place they wish to avoid—the scrapheap.
Martin Wolf CBE, Associate Editor and Chief Economics Commentator at the Financial Times, delivered a rousing keynote talk to wrap up the final day of the ICGN annual conference. After observing that the limited liability, joint-owned corporation had been the cause and consequence of almost all economic activity over the last two hundred years, Wolf posed and commented on four questions. He qualified his comments by saying that he expected they might raise some profound questions. Indeed, some of Wolf's comments were controversial—the evidence being the questions asked by some members of the audience after he finished speaking.
What is a limited liability corporation? They are a semi-permanent entity designed to outlast small-medium enterprises (because founders retire—the corner store conundrum) and markets, and they are a construct for the consolidation of relational and implicit contracts. Their genius is the importation of older hierarchical forms (to get things done) into the market system. With scale comes efficiency, endurance and effectiveness (but not always!).
What is their purpose? The apparent purpose of the LLC is to generate economic value. However, this is insufficient. Wolf asserted that LLCs should also pursue a wider remit, by seeking to 'add value' in social terms (through the provision of payments for services rendered—wages and salaries—for example).
What is their operational goal? The oft-quoted goal, of maximising shareholder returns, is far too simplistic, according to Wolf. It is selfish and can only lead to failure elsewhere in society. Rather, the operational goal of LLCs needs to include ethical constraints to protect all participants and in so doing ensure the good of society (at no point did Wolf pursue or even imply any form of Marxist agenda).
Who should control them? Economically, shareholders bear residual risks following corporate activity and, therefore, shareholders should possess control rights. Wolf challenged this commonly-held view as folly because shareholders are unable to exert full control over the affairs of the corporation. Managers may manipulate the affairs of the company, sometimes to the detriment of shareholders and other stakeholders. Short-term incentives, implemented to motivate managers towards the maximisation of shareholder returns, rarely position the company for longer-term success.
Wolf concluded by saying that LLCs are a wonderful construct. However, he went on to say that the two associated doctrines (of shareholder control and value maximisation) are unhelpful because they are too short-sighted. He told the shareholders in the room that "it is in your interest not to control the corporation completely". Other parties—large bondholders, for example—also bear residual risks. Why would they not have decision rights?
Wolf's comments were demonstrably controversial (amongst some of the audience at least). However, the poor reputation of big business amongst the general populace suggest Wolf's comments might be closer to the 'truth' than what many in the audience might care to admit.
Wolf closed with this demanding challenge: A better approach might be "to let a hundred flowers bloom", so that the best [control] model might rise up and be applied for a given situation—the beneficiary being society at large.
Diversity is a topic that has gotten under people's skin, and rightly so. Much has been written, spoken and argued in recent times. Many blog rolls and column-inches have been expended by people arguing for or against various physical incarnations of diversity in the executive suite and boardroom. Clearly, the seed diversity has sprouted, but for what purpose? What is the endgame? And importantly, what should the endgame be?
Many have argued that that the presence of women on boards is causative to increased business performance, whereas others have reported opposite views. The reality is that the research results show positive, neutral and negative correlations. This should be of no surprise. That such a blunt stick (gender, the physical attribute) might make a consistent difference beggars belief. I have mused on this in the past. Thankfully, the argument is now starting to mature, beyond the physical aspects to diversity (gender, race, ethnicity, age, et al) to the identification of underlying attributes and qualities of capable executives and directors, to understand how directors contribute and work together.
This development was much needed, but another question lies in wait: the 'so what?' question. What is the purpose of loading women onto boards and increasing diversity in executive suites? Is it simply a political (equality) agenda? Or is the goal profit maximisation for shareholders? Or is there some other sustainable purpose that needs to be brought into focus?
Businesses exist to provide a product or service at a profit and, in so doing, provide a (hopefully!) healthy return to those that invested in the business in the first place. Is this the endgame? It might be for some. However, as diversity for diversity's sake is not sustainable, neither is profit for profit's sake. Shareholders do not live in isolation from others in the community. If shareholders 'win' (through the accumulation of profits), it stands to reason that losers will emerge.
The challenge for all of us to to lift our gaze beyond simple measures like the number of women on boards or quotas; beyond business performance; and, if we dare, even beyond profit maximisation, to think about the endgame. Phil O'Reilly, CEO of Business New Zealand, recently said that the purpose of capitalism is greater than profit (although that is a reasonable and necessary output). He said that the purpose was strong communities. Could that be the endgame we need to focus our attention on?
Stephen Catlin, head of the largest Lloyd's insurer Catlin Group, delivered a stark message to the business and the insurance communities this week. He said that the potential liabilities following a cyber attack are too large for insurers to cover.
Wow. Most company directors and executives have a general awareness of cyber risk: that attacks can have drastic impact on business. However, many directors and executives have probably felt that their insurances and risk plans have been sufficient. Until now perhaps.
What might Catlin's comments mean for business? Could the uber-connected world and the seemingly headlong thrust towards the Internet of Things have some nasty side-effects that we are only just becoming apparent? For example, if companies cannot secure adequate insurance cover (either outright or at a reasonable cost), might they be faced with the challenge of reviewing their business models? Progress rarely occurs without consequences. Perhaps some of the so-called old ways that many have rushed to consign to history—like walking into a store and buying groceries and other goods in person—might not be so bad after all. Is your board prepared to wrestle with this issue, or will it simply walk away?
In issuing an apology letter and statement that HSBC has been completely overhauled, Stuart Gulliver, chief executive, has put a stake in the ground. He wants to move on. Some may argue that more needs to be done because accountability and consequence are important foils to anarchy and chaos. However, the sentiment underpinning Gulliver's message is an important foundation of civil society: that sooner or later communities need to respond to scandals, make adjustments, and then consign them to history.
With this in mind, should the directors and executives of HSBC be "banished from the City"?
Reports are starting to emerge that the euphoria that was Google Glass might be over, before it started. I'm not that surprised, actually. Try as I might, I simply could not get past the possibility that Glass was just a gimmick, a "solution" in search of a problem.
Glass could be a metaphor for a lot of what goes on in Silicon Valley. The Valley is full of well-intentioned and well-funded engineers who spend their day drinking coffee, standing around white boards, generating ideas (lots of ideas) and writing code—because that it what they are paid to do. While many good ideas have emerged through this process (just imagine what economic productivity might be like if the personal computer and its various descendants had not been created), a reality check is probably needed.
We have become dependent on smart devices and uber-connectedness. Everything has the appearance of being urgent, even if it is not. But what of conversations with people, of long walks along the beach or some quiet walking trail, or of time out to relax and reflect on life? Silicon Valley has brought us to the brink of losing sight of these things that probably matter more than whether we've checked our Facebook account in the last thirty second, or viewed the latest (trivial) Snapchat picture. When I was sitting on the train in London last week, reading a book, I noticed that about 80% of the passengers around me were using their smartphones. One or two others were sleeping. One older man was also reading a book. When he looked up, he smiled at me. No one else did that.
I'm no Luddite, but I do wonder where this Silicon Valley-led journey might be taking us.
Noel Pearse, of the Rhodes Business School, Grahamstown, South Africa, presented the next chapter in what is rapidly becoming his magnum opus. I first met Noel twelve months ago, in Vienna, when he presented a paper on servant leadership. This year, he spoke on service as a specific leadership competency.
Thinking of leaders and followers, most people understand that an important role of the follower is to serve. In a business context, that means to serve other colleagues; managers; and, customers. The same people would probably suggest that leaders are to be followed and, by implication, to be served. However, emerging leadership trends provide an interesting juxtaposition, whereby leadership responsibility is being distributed; so-called celebrity leadership status is being rejected; and, ethical leadership is becoming increasingly valued. Further, servant leadership is quite common in high-performance organisations.
With this background, Pearse posed an interesting question: whether service is actually a required leadership competency. Building on the seminal work of Boyatzis (1982) which identified attributes and competencies of effective leaders, he asked whether certain underlying attributes (my phrase, not Pearse's) are necessary. I was fascinated by Pearse's work—still at a theoretical stage—because it appears to bisect my work on underlying personal qualities of effective effective directors as they seek to exert influence in the boardroom. We plan to stay on stay in touch.
Does the question posed in the title of this musing have a straightforward, even profound‚ answer? I would have thought so. In fact, when I am asked this question—as happens on a fairly regular basis—my reply is that the purpose of business is to provide a return to the shareholders, whether by way of a dividend or a capital gain, or both. The shareholders own the asset (the business), so it seems fair that they receive a reward for making the asset available. I've thought this for the long time, on the basis that the shareholders are the ones that put up the money in the first place. Staff, suppliers and others receive payments for services rendered and products supplied at the time they are provided.
However, if companies become selfish and get too greedy, by trying to maximise profit at the expense of almost anything else, as some do, then cries of protest can be expected from some quarters. Do cry-ers have a point? Maybe, but not if they are promoting some form of social engineering, whereby profits are distributed to others beyond the shareholder base. Businesses exist for the purpose of making money for their shareholders. They are not social clubs for a wide group of so-called stakeholders. Others disagree, I know, but the purpose of a for-profit business is to make a profit! Otherwise, the business would be a not-for-profit agency.
It would seem to me that, in the context of an open market, those companies that achieve dominant positions are very good at what they do. Yet no business is exempt from the invisible hand. The self-regulating behaviour of the market described by Smith over 200 years ago remains in control. It will have an effect, perhaps sooner rather than later if boards and shareholders get too greedy with profit maximisation.
So, back to the question. What is the real purpose of any business? To make a profit for its shareholders, and those that do this well, in an ethical manner, can and should expect to operate successfully for many years.
Thoughts on corporate governance, strategy and effective board practice; our place in the world; and, other things that catch my attention.