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    Attributes vs. activities: changing the research agenda

    For decades now, researchers have been searching for the link between governance and performance that supposedly exists. Most of the research has investigated isolated attributes of governance—things like Board size, gender diversity, the inside/outside director balance, and CEO/Chair duality. The results have been mixed. Some researchers have suggested correlations. Others have disagreed. Despite considerable effort—over an extended period—researchers seem to have reached an impasse.

    I was thinking about this while watching a motor racing programme on television yesterday, and concluded we've been looking at the wrong things.

    Do cars go faster because they have a male driver or red paint, (for example)? Of course not. Rather, they go faster because of the way they are prepared and what happens on the race track. Racing drivers win because of what they do (techniques, decision-making), not who or what they are (gender, fitness levels, red car). 

    We have much to learn from this analogy. If a link between governance and company performance exists (as several well-regarded scholars have postulated), it will, in all likelihood, be due to the activities of the Board as a whole—what they talk about, the decisions they make, the way they monitor performance. If progress towards exposing the elusive link between governance and performance is to be made, the research agenda needs to change—from attributes to activities. Does this sound plausible to you?

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    On governance: Can (should?) one size fit all?

    This is one of the perennial questions of governance. It just keeps coming up. Almost every month I am asked to comment on the "best model" of governance. 

    Governance is hard to grasp as a concept. What's more, it is a complex and socially dynamic phenomenon. Governance has lots of moving parts, and things change, depending on context. Indeed, no universally accepted definition for "corporate governance", "IT governance", "policy governance", or even "governance" itself seems to exist. The OECD definition of corporate governance, written in 2004, is widely recognised and generally accepted, however many directors and owners of smaller companies question how it fits their circumstances.

    Back to the question. The research literature is fairly clear: the pursuit of a one-size-fits-all governance model—or an optimal Board structure for that matter—does not appear to be practical, feasible or even desirable. Just as different organisational structures and operating policies make sense in different settings (who'd apply Fortune 500 structures in a SME?), different governance models also make sense in different settings. So, the answer is "no"—but that begs another question: how should one go about implementing effective governance in an organisational setting? Well (you're not going to like this), it depends.

    Clearly, working out how to implement an effective governance framework is important, because the question keeps coming up. I've decided to try to tackle this question over the coming weeks. I'll share what I learn through Musings. Watch this space!

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    Hello 2013

    According to the calendar on my desk, today is 4 January 2013. However, in my mind's eye, today is "day two" of 2013—because yesterday was the first day back at my desk since about 18 December.

    The two-week break has been refreshing. I spent a lot of time on the three 'R's: reading, riding, relaxing (with family and friends). However, now it's time to "get stuck in" again—to what is shaping up to be a huge year of data collection, analysis and (hopefully) writing. 

    I spent the morning reviewing my doctoral journey to date, and sorting out the priority items that need most attention over the coming weeks. Here's what emerged:

    • sity's Ethics Committee (all research involving human participants must be approved before it can proceed).
    • Recruit three companies to participate as cases in the research.
    • Review and rewrite the literature review I conducted last year.


    So, hello 2013. As I proceed, I'll draw strength from Isaiah 40:31.

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    Merry Christmas!

    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.
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    Should Boards engage independent advisors directly?

    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.

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    Reading: On Galileo, the spyglass and human endeavour

    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.

    A key learning to emerge from all this background reading is that Galileo, Newton and Einstein all employed an iterative technique of discovery. They cycled around an inductive–deductive loop, inferring a theory and then testing it. They modified existing tools in order to conduct previously unknown tests. And this is what made their work effective.

    As we approach Christmas, and look at the night sky, we can thank Galileo for recognising the spyglass might be useful to understand the heavenly bodies. And I thank my supervisor for helping me recognise the inductive–deductive loop, a technique I've adopted for my own research.