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  • Published on
    30 December 2015

    Accountability. Is it too much to ask?

    Accountability Decision Making Ethics Governance Performance
    History is littered with many stories of corporate successes and, sadly, almost as many failures. Why do some companies perform well over the long term while others become abject failures? Is it, as Jim Collins remarked in Good to great, a matter of luck, or is some other factor at play? While luck and environmental factors can be influential, I suspect there's more to it. A common thread that seems to weave its way through many of the success (Ford, GE, Johnson & Johnson, Xero, Facebook) and failure stories (Pan-Am, Enron, WorldCom, Satyam, and Toshiba, amongst many others) is captured in the title of this posting: Accountability.
    All directors hold, by law, a fiduciary responsibility. In Australia, New Zealand (where I live) and many other commonwealth countries, that responsibility is to the company. In the USA, it is to shareholders. Tellingly, it is never to self (despite some directors behaving as if it was!). If directors are to serve shareholders (who appoint them) and also the wider stakeholder community well, moral fortitude ​is a requirement, as is competence and engagement.
    The role of the director is one of service; of acting (read: considering information and making decisions) in the best interests of another party; and, ultimately, of being accountable for decisions made. Consequently, directors cannot afford to be asleep at the board table, nor be selfish in decision-making. Performance, accountability and ethics needs to take precedence over reputation and prestige.
  • Published on
    26 December 2015

    Ten #strategy musings that generated much discussion in 2015

    Governance Leadership Performance Strategy
    Alongside corporate governance and board practice, the topic that occupied most of my time in 2015—as an advisor, facilitator, researcher and writer—was strategy. The numerous enquiries and  discussions suggest that boards are starting to acknowledge that an involvement in strategic management in some form is appropriate. And not before time: boards are responsible for company performance, after all. 
    Of the hundreds of articles published on Musings this year, strategy and strategic management received almost as much attention as corporate governance. These ten articles in particular stimulated plenty of discussion—and some folk sharing some strongly-held views as well!
    • Strategy without purpose is, actually, just a collection of activities
    • Stepping beyond the summer of [boardroom] malaise
    • "Involve the non-executive director in strategy"
    • ​Big ideas and goals are insufficient, strategy needs a purpose
    • 'Towards a strategic board'
    • On strategy: "A palette of plans"
    • It's time to act: Boards need to focus on leadership and strategy
    • We talk about value creation, a lot, but what is it?
    • ​The board's contribution to strategy and business performance: Some thoughts to ponder 
    • How to keep strategy alive in the boardroom
    If you want to discuss any of these postings (or ask a question about a related topic, or request some assistance), please get in touch. I'll do my best to respond within 24 hours.
  • Published on
    24 December 2015

    Ten #corpgov musings that generated the most discussion in 2015

    Governance Performance Readings Research
    Picture
    The topic of corporate governance—that is, the functioning of the board—has generated much interest in the business community and beyond in 2015. From failures and successes, to emerging ideas and beyond, corporate governance has been front of mind for many throughout the year. Looking back, over 150 articles on corporate governance were added to Musings during the year. Here's a list of ten musings that generated the most discussion in 2015, in no particular order.
    • ​​Insights for boards, from a learned gentleman one Friday afternoon
    • Back to the drawing board: what is corporate governance?
    • Volkswagen emissions problem: portent of a bigger problem?
    • Do boards need to re-conceive control, as a constructive mechanism?
    • The emerging role of the board in business performance
    • ​​Boardroom diversity: is the rhetoric finally starting to mature?
    • Reflections: International Corporate Governance Network conference
    • Martin Wolf at ICGN'15: "Let a hundred flowers bloom"
    • Boardroom authenticity: are director actions consistent with their claims?
    • Qualities of directors and boardroom behaviours that actually make a difference
    The top ten #strategy list will be posted on Dec 26.
    If you want to discuss any of these postings (or ask a question about a related topic or request assistance), please get in touch. 
  • Published on
    17 December 2015

    When is the best time for a board to ask probing questions? Now.

    Accountability Decision Making Governance Performance
    Image description
    As a director, where does 'risk' feature in your considerations? Is risk something that gets close attention only when a major proposal is being considered around the board table or when a significant and unforeseen problem occurs? Away from major events, is risk something associated with a register of items (that receives cursory attention)? And whose job is it to identify and manage risk in a company, anyway?
    Should boards rely on management to report both accurately and well, or do boards need to probe? If boards wait on management, as happened at the Christchurch Council a few years ago, the board is entirely dependent on the propensity of management to report risks both accurately and in a timely manner. If they do, well and good. If not, the consequences can be dire.
    Boards have a duty of care to ensure resources are applied well and that expected results are achieved. Verification is a crucial—to ensure projects are on track, that expected outcomes are being achieved, that material risks are being identified and that satisfactory mitigations are established. ​To monitor is insufficient.
    To remain silent and to rely on management reporting (only) is to abdicate one's responsibility. Take this current case, a project that has been allowed to run 100 per cent over budget. What got in the road of objective scrutiny? Hubris, ineptitude, incompetence or something more sinister? Might this problem have been avoided if hard questions were asked early on? Directors need to remember their fiduciary duty. The priority is to serve the company, not self. 
    Directors need to be as cunning as foxes, checking and probing from several angles, in case a problem lies in wait. The best time to ask probing questions is 'now', before it's too late.
  • Published on
    13 December 2015

    The scope of corporate governance: an analogy

    Decision Making Governance
    Image description
    It seems a question I posed last week, which asked whether our understanding of corporate governance might be flawed, struck a chord. Many readers replied via email and LinkedIn, and two picked up the phone to discuss the matter further. The general tenor of the feedback was supportive, which is gratifying. However, one person said they were confused by the corporate governance rhetoric. They suggested that an analogy might be useful, to help them (and others) make sense of various claims and counter-claims.
    The best analogy that I know of is parliament (House of Commons, House of Representatives, Congress). When the House in session, Members meet together in the debating chamber to speak, debate and make decisions on various issues. Most people would agree that this is governance in action—parliamentarians working as a collective, presumably with some purpose in mind. But is this the extent of governance, or does the scope reach beyond the debating chamber? Take the following examples. Are these closely related activities governance?
    • The preparation of draft legislation.
    • Officials who enact decisions and statutes. 
    • Parliamentarians meeting outside the House, to promote points of view and test ideas.
    • The election of parliamentarians.
    Few readers would have difficulty in giving these activities their correct names: drafting of statutes, implementation, lobbying and selection. None of these activities are governance. Intuitively, we know that the governance of our country only occurs in one place, the debating chamber, and even then only when the House is in session. ​Assuming the analogy is fair, why is the scope of corporate governance viewed so differently by so many?
    Is this analogy helpful? If you know of another that works well for you, please feel free to share it, so we can all learn from the exchange.
  • Published on
    11 December 2015

    Are you onboard or overboard?

    Accountability Decision Making Governance Performance Strategy Tough Questions
    This muse is the second in an occasional series being written over the holiday period entitled Tough questions about boards. The first muse considered the question of board size. This one looks at board commitment, by asking the question:
    • How many directorships is it 'reasonable' for a competent director to hold at any one time?
    The number of concurrent board appointments is a touchy topic for some directors, especially those who think in terms of turning and contributing 'on-the-fly'. How any director can expect to make meaningful a contribution without reading reports and thinking critically about the matters at hand well in advance of the actual board meeting is beyond me. I've written about this before. Then, I suggested that four concurrent directorships (of mid-cap publicly-listed or privately-held companies) was a reasonable upper limit for any director that hoped to make a meaningful contribution to board discussions, decision-making and, ultimately, company performance.
    The feedback at the time suggested the commentary struck a nerve, and that change was coming. Now, two years on, I'm not so sure. A conversation with a colleague earlier this week leads me to believe not much has changed. The colleague recounted a conversation he had with a director who off-handedly said that ten boards was her working maximum. "Beyond that, things get a bit hectic", she apparently said. Imagine that: ten boards! She must have a big brain to hold the details of ten companies, and know something about time management that most of us don't. However, that director is not alone, ​if the stories in this article are any indication. 
    Why do boards and shareholders continue to ask busy people, including so-called celebrity directors, to join their boards when there are literally hundreds of highly competent director candidates (with sufficient space in their diary to learn the business well and make a meaningful contribution) available to choose from? Have they/we lost sight of why boards exist and of their role in value creation? On the evidence above, perhaps we have.
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