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    Purpose & strategy: In pursuit of performance

    Accountability Decision Making Governance Performance Strategy
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    One of the joys of my 'work' is that I get to journey with boards and executive managers as they wrestle with some pretty challenging questions. Whether the journey involves briefings, phone discussions, meetings over coffee, professional development sessions or facilitated workshops, the goal is generally consistent: to gain understanding, in pursuit of increased effectiveness and, ultimately, better business performance.
    By way of example, I was recently invited to work assist ChildFund New Zealand (*), a social enterprise committed to the ideal of eradicating child poverty. The board and senior managers gathered in a modest setting—the administration office—to strip back the layers and, in so doing, re-discover the organisation's reason for being (purpose) and develop strategy to achieve the identified purpose. The intention was to reach agreement in principle on the core elements by the end of the day, so management could form up a coherent strategy document for discussion with the board and subsequent approval. 
    We got underway at 9.00am, as planned. Some 116 man-hours of focussed and, at times, intense effort later, it was 5.00pm. I won't mention what was discussed or decided, other than to say agreement was reached on most of the big questions. Once the strategy elements are drafted up into a suitable document and approved (there will be a couple of iterations between management and the board to tidy up loose ends, no doubt), attention will move to implementation. The ChildFund board intends to use the approved strategy as a frame, to both resource management and hold it to account (which will include monitoring strategy implementation and verifying that the expected outcomes and benefits are actually being achieved).
    Tips for effective purpose and strategy workshops:
    • Comfort zone: Purpose and strategy workshops can be draining, because they 'force' people to think about the future, often beyond the square. If possible, book an external venue to minimise disruptions (not possible for ChildFund).
    • Preparation: Workshops can be incredibly fulfilling, leading to a real sense of achievement, but only if participants have prepared well beforehand.
    • Structure: A straightforward agenda and a proven framework (not to mention good food and coffee!) let participants know what's coming up.
    • Mindset: High levels of engagement and critical thinking are needed if the group is to explore, discover, listen and debate effectively; maintaining an open mind in search of shared understanding.
    • Facilitation: The use of an external facilitator (who is committed to the goal but neutral on the result) enables the entire group to concentrate on the goal or task at hand.
    • Scope: The importance of resolving purpose and strategy cannot be understated. Purpose without strategy is, simply, an aspirational vision; and, strategy without purpose leads to busyness and wasted resources. 
    (*) It is not my usual practice to name clients! However, when one of the ChildFund NZ directors posted a picture on social media of the board and managers gathered around a whiteboard, the occurrence of the workshop and my involvement became public. Regardless, the details of the discussion remain confidential. 
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    Upcoming workshop series: Powerful Governance

    Decision Making Director Development Governance
    I am delighted to announce my involvement in the Powerful Governance director development workshops. Powerful Governance is the brainchild of Heidi Börner, an accomplished business advisor with a strong health and safety pedigree. The workshop is designed with the boards of privately-held businesses in mind, to help synthesise the essential elements of effective corporate governance and a strong health and safety culture, leading to a more complete understanding of how to achieve high business performance outcomes.
    The next workshop is being held in Rotorua on 15 August. For pricing  and venue details, and an outline of the workshop programme, check the Powerful Governance website. You can register here. NOTE: The workshop is approved for NZTE capability development credits, which means participants may qualify for up to 50 per cent discount, and claim CPD hours to boot!
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    Reflecting on governance: Are we getting ahead of ourselves?

    Governance Performance Research
    Corporate governance has had a bad rap of late. From not even rating a mention twenty years ago (my father, an experienced company director, had not heard of the term until 2001), the term has become ubiquitous, hackneyed even, to the point now of being conceived (blamed?) variously as a perpetrator or panacea for all manner of corporate ills and missteps. Further, a bevy of related terms has emerged; an industry in and of itself.
    One especially troublesome 'related term' that has emerged in recent years is 'governance professional'. What does it mean, and to what or whom does it refer? I put this question to a professional associate recently (a highly experienced director, chairman and board consultant). His answer, delivered without pause, was telling: "A company director, of course". After a brief pause, he asked why I'd posed the question. I related a couple of stories, of recent discussions including one in which the other party asserted that company secretaries and corporate risk managers are both 'governance professionals'. My colleague interjected asking, "Really? Aren't they getting ahead of themselves?" ​​
    Let's consider this in the context of another sector and look for parallels. Take healthcare. Doctors and nurses are universally understood to be healthcare professionals—clinicians who serve patients' healthcare needs in pursuit of physical and mental wellness. But what of receptionists, administrators and practice managers? These people make important contributions to the delivery of healthcare in a supporting capacity. But organising appointments, processing paperwork and supporting clinicians is not the same as delivering healthcare, the threshold for the 'healthcare professional' moniker.
    How might this example inform our understanding of troublesome term 'governance professionals'? First, let's acknowledge that corporate governance describes the work of the board. We know this from Richard Eells, the person who first coined the term (the structure and functioning of the corporate polity), and Sir Adrian Cadbury (the means by which companies are directed and controlled). Given corporate governance is something that occurs in the boardroom (i.e., a board-activated mechanism for coordinating knowledge and making informed decisions in pursuit of the long-term future of the company), my professional associate's reply (that a company director is a governance professional, but the roles of company secretary and risk manager are not) seems plausible. What do you think?
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    On effectiveness: How is your board tracking?

    Accountability Decision Making Governance Performance
    Whether or not one is consciously aware of it on a daily basis, time marches inexorably on. Indeed, 60 per cent of 2017 is now consigned to history.
    That time marches on is a healthy reminder of the value of ongoing reflection, especially at the board table. It's really important for boards to understand and respond to actual performance in the context of agreed strategy, and to nip any variances in the bud early. To that end, how is your company tracking towards goals established for the year? And how is your board performing? Here's a few questions to kick start the board's reflections:
    • Is the company's approved strategy being implemented as expected?
    • Are the expected results being achieved?
    • Are the expected benefits being realised?
    • How effective has the board itself been in both fulfilling its duties and adding value?
    Beyond these questions, it may be helpful to think slightly more broadly. Earlier this year, I wrote several articles (below) to highlight some of the challenges that directors said they had struggled with 2016, none of which are independent from the questions above. As several boards have been in touch recently to discuss points mentioned in the articles (thank you), it seems appropriate to re-publish the links, as a resource for other boards reflecting on company performance and board effectiveness.
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    ICSA annual conference: reflections

    Accountability Conferences Governance
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    I'm seated at Heathrow, homebound after a busy week attending the ICSA: The Governance Institute annual conference in London, and a bevy of other commitments. The following comments reflect on two busy days spent at the ICSA conference. The intention is not to provide comprehensive reportage, but rather to bring forward notable points (from my perspective anyway!). As always, please feel free to get in touch if you have a question or would like more information.
    • The conference, held at ExCeL London, was attended by over 700 delegates (a record, I'm told), drawn from the professions of company director; company secretary; executive management; board support services ; and, external consulting/advisory services and providers. 
    • Sir David Wootten, former Lord Mayor of London, provided the opening remarks. He reminded delegates of the importance of the role of the board of directors, especially in times of great change. Then, he identified five important factors to be borne in mind when leading change from the 'top', namely, the application of common sense; the impact of unintended consequences; caution in selecting allies; perseverance, to ensure the end is actually achieved; and, standards, as a baseline for performance. Although brief, Wootten's comments provided an excellent foundation for what was to follow.
    • The keynote delivered by Lord Owen got under many people's skin, as rightly so. Lord Owen, chairman of the Daedalus Trust, addressed the dangers of hubris—especially but not only in the boardroom. He distinguished between hubris and narcissism (the former a more tenable term), and opined that the personality of CEOs and chairs often change when they take up their roles. An 'intoxication of power' ensues, leading to all sorts of negative consequences. Lord Owen proposed that all CEOs and board chairs should be subjected to a formal review (of their tenure, not only their performance) at least once every five years. He added that the assessment should be conducted by independent assessors.
    • My session was well attended (over 140 people in the room). Speaking about strategy and the board's involvement therein, I asserted that the board needs to invest heavily in strategic management if they wish to influence the future performance of the company they govern. I drew on my doctoral research and other sources, including real-life experiences. The positive feedback was both gratifying and humbling.
    • Andrew Kakabadse (Henley Business School) delivered a summary of recent research about boards and board effectiveness. He noted that tension is good and conflict is bad. Worryingly, Kakabadse observed that just 33 per cent of all boards were engaged, cohesive and able to reach shared conclusions. (I smiled, Kakabadse's interview-based research findings were consistent with the conclusions to emerge from the direct observations made during my doctoral research.) Kakabadse went on to say that many boards are constrained by dysfunctional relationships, noting that 75 per cent of all chair–chief executive relationships are dysfunctional in some way—scary stuff.
    • I also had the opportunity to chat with a few of the exhibitors displaying their wares alongside the sessions. All of the people that I spoke with were passionate about their products and services. However, and disappointingly, many of the software providers present appeared to be still 'stuck' in the mindset of electronic board packs. That an electronic set of board papers can save a director a couple of kilograms is helpful, but what of enhancing the core role of the board—decision-making? When will we start to see cognitive systems that enhance decision-making and board performance?
    Overall, the conference provided a valuable forum for company directors, secretaries and others who support the work of boards to learn, compare notes and meet others in similar situations. 
    Please contact me if would like more information.
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    Who[ber] took their eye off the ball?

    Accountability Decision Making Governance Performance Strategy
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    So, Travis Kalanick has left the building, no longer the chief executive of Uber, the company he co-founded. The company, which makes money through the use of a ride sharing application, has grown rapidly in recent years. From a good idea, the company has become a colossus valued at over US$65 billion. Kalanick deserves credit for Uber's rise. However, Uber's reputation is not without tarnish; reports of a toxic culture, sexism and several scandals have blotted its copybook. The co-founder's pugnacious style hasn't helped either. 
    Uber's widely-reported missteps raises some challenging questions about the role and function of the board of directors; questions that are strikingly similar to those asked following the Wells Fargo fake accounts scandal and the collapse of Wynyard Group, both in 2016:
    • Why was shareholder direct pressure necessary for action to be taken?
    • Why did the board not act earlier? The problems were not a secret (they had been widely reported over many months) and several managers have departed recently (a strong signal of underlying problems).
    • To whom did the board think it was accountable, or was accountability not a consideration?
    • In law, directors get one vote each, so why did one director (the CEO) wield so much control over the board? (That debate occurred within the boardroom, from one director anyway, is acknowledged.)
    Uber was founded on a strong vision and its grew rapidly. The board was technically diverse and debate did occur in the boardroom at times, yet the evidence suggests that board lost its way and became ineffective.
    Though tragic, the Uber situation is instructive for directors and boards elsewhere. Power seems to have been a significant factor.  ​If directors are serious about fulfilling their duties well—especially acting in the company's best interests and pursuing the future performance of the business—some shared understandings are crucial:
    • A commitment to pursue the agreed purpose of the company
    • A clear and coherent corporate strategy (to achieve the agreed purpose)
    • The role and function of the board (i.e., the practice of corporate governance)
    • A commitment to the tenet of collective responsibility
    • A strong and healthy workplace culture
    However, the presence of these factors is insufficient in terms of predicting effectiveness or performance. Ultimately, the effectiveness of any board is a function of what the board does and how directors behave. Research is starting to understand the mechanism of corporate governance, but causality remains elusive. Directors take their eyes off these considerations at their peril.