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    Want to learn more about boards and corporate governance?

    Conferences Governance Strategy
    Are you interested in boards, board practice and corporate governance? Do you want to learn about emergent trends and how boards can influence business performance? If so, read on...
    I will be visiting England, Spain and Poland soon to discuss corporate governance topics with directors, boards and academics. The overall trip theme is "Boards and business performance". Four speaking engagements are confirmed and several private meetings are in place.
    While the diary is filling up, there is still room for several more meetings! Please contact me if you have a question or want to set up a meeting. Here is my current schedule:
    June 2
    June 3–5

    June 8 & 9
    June 10
    June 11 & 12
    June 15
    June 16
    June 17–20
    June 20
    Arrive in London, available for meetings after 1pm, including dinner
    International Corporate Governance Network Conference 
    (click to set up meeting at conference)
    Available in London or nearby (Want to meet? Get in touch)
    Travel to Barcelona
    International Governance Workshop, Barcelona (my paper abstract)
    Limited availability in London (Want to meet? Get in touch)
    Travel to Warsaw
    European Academy of Management (my paper abstract)
    Return to New Zealand
    Thanks for your interest!
  • Published on

    Directors, you are accountable—the Supreme Court says so

    Accountability Ethics Governance Performance
    Is the worm starting to turn? After many years of relative calm—save a small number of judgements including this example from the New Zealand finance sector—directors seem to be facing increased levels of scrutiny, including being held accountable for actions (or inaction).
    A new judgement, by the Supreme Court in England, places a stake in the ground for British companies. The seven judges determined (unanimously) that directors were responsible for their actions, and that where those actions were fraudulent directors should be held personally accountable. No doubt some directors will throw their arms up in horror, asking how they could possibly know everything in order to make informed decisions. Yet directors are responsible for the overall operation and performance of the business they govern. Therefore, directors have a duty of care to become informed before they make a decision. 
    The Jetivia–Bilta judgement provides a timely reminder to directors. Precedents have now been set in several countries. The buck stops with us (yes, I am a director too). Directors need to ponder the implications carefully. Thankfully, those who are not happy to carry the responsibility and accountability that goes with every appointment have an 'out'—they can (and should) resign.
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    It's time to act: Boards need to focus on leadership and strategy

    Governance Performance Strategy
    Governance researchers and some more forward thinking directors have known something for a long while: that boards can add considerable value to business. However, most directors see their role on the board as being one of monitoring and compliance—to keep the chief executive honest and make sure they don't take the company to rack and ruin.
    Calls for boards to put their energy into things that actually matter—leadership and strategy—are becoming commonplace now. Here's one recent example. I have been writing about it for some time as well (see here and here for examples). My doctoral research suggests that boards that are actively involved in strategic management practices (the development of strategy in particular) are more likely to influence business performance than those that embrace the monitor and control mindset. Thankfully, the basic principles of strategy haven't changed much in 30 years, so directors should find it relatively straightforward to come to up speed—but only if they want to.
    Clearly, the drum is beating. How will you respond? 
    If you'd like to understand what an involvement in strategy might mean for your board and business, or you would like some more information, please contact me.
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    ICAEW posts excellent discussion on capital market changes and impact on corporate governance

    Accountability Governance Leadership Performance
    The Institute of Chartered Accountants in England and Wales (ICAEW) has recently published an informative series of documents to help directors and executives respond to changes in capital markets and how they affect the foundations of existing corporate governance frameworks. The material is great. Here's a series of links to the source documents:
    While the intended audience is the ICAEW membership, the commentaries are useful for company leaders in other jurisdictions—if not directly then certainly as discussion starters around board and executive tables. If you are based in England or Wales and have any technical questions, please contact the ICAEW. If your business is based outside the UK and you would like to organise a facilitated discussion to explore how to take advantage of the suggestions, I'd be happy to help.
  • Published on

    Paper accepted on Understanding Governance Workshop programme

    Conferences Governance Leadership Research
    I am thrilled to announce that I have been asked to attend and speak at the Understanding Governance Workshop, to be held in Barcelona, Spain, on 11–12 June, 2015. 
    The purpose of this workshop is to bring together leading thinkers to discuss contemporary directions in governance; to challenge the status quo, in terms of how boards work and how research is conducted; and, to give voice to innovative critical research. My paper, entitled "Executive-controlled boards, power and influence: A reality check", fits the second and third categories. Thank you to the Workshop organisers and paper reviewers for considering this contribution worthy to be included on the programme.
    With this invitation, my conference schedule for June is now confirmed, as follows:
    I will be in the UK and EU from 2 June through 20 June, and am available for other advisory, speaking or facilitation engagements between the conferences. I'd be happy to discuss corporate governance, board practice, strategy or related topics; including the results of my latest research. If you wish to take advantage of my proximity, please get in touch.
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    The uncooperative Co-operative Group

    Accountability Governance Performance
    A couple of days ago, I posted this tweet, a thinly-veiled criticism of some unseemly behaviours in the Co-operative Group boardroom. The hashtag #hubris was subsequently associated with the tweet, perhaps suggesting that others had similar concerns over what is going on. Leveraging the recent safe deposit box raid in Hatton Garden, Peter Hunt suggested that the "great Co-op Group heist" was a "mighty stitch-up". Strong words indeed. Now Jill Treanor has urged chairman Allan Leighton to reverse the board's plan to put forward three (of it's own) candidates for three vacant positions. This has all become quite messy—it smells of nepotism, egos and power games.
    That the incumbent board (or factions within the board, at least) is clinging to power by putting forward three of its own nominations for the three vacancies is hardly good practice. However, that shareholders let the board get away with it is tantamount to dereliction of the shareholder's 'duty'. 
    Normally, shareholders would be expected to contribute nominations, and then to select directors through some agreed election process. In this case, the tail (certain directors) seems to be wanting to wag the dog (the shareholders). If the shareholders are interested in the performance of the business and in certain outcomes being achieved, they need to assert some control over the nomination process. However, if the shareholders remain passive, the board is free to act as it sees fit—within the bounds of the law and the Co-operative Group's constitution, of course.
    One final point. If the shareholders do wish to act, and any of the incumbent directors resist such moves, the shareholders could consider taking the somewhat bolder step, of replacing the uncooperative directors. The good of the company is at stake after all—and let's not forget who the company actually belongs to.