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    The small question of control: A new "shareholder spring"?

    Governance Leadership Management Performance Strategy
    The question of who calls the shots in companies has been vexed for many years. On paper, the shareholders should have the final say, after all they own the company. However, the reality of what really happens is not so straightforward. Company ownership is widely held in many cases—particularly amongst publicly-listed companies—so forming a common view amongst shareholders is difficult at best. Consequently, boards and CEOs have considerable scope to seize control, in order to pursue their own aims.

    My observation is that shareholders are relatively happy to accept this situation when the going is good. However, when times are tough, or when the board or management pursues strategies that are not popular with shareholders, shareholders need to become more active. Shareholders need to ensure that boards represent their interests and that they deliver the results that shareholders want. It seems that some shareholders are starting to do just that, for a new "shareholder spring" appears to be occurring. Will it make a difference? Who knows. One thing seems clear though: passive shareholders will get their comeuppance.
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    Invited to submit article to journal!

    Conferences Governance Phd Research
    There was a very pleasant surprise waiting in my email box this morning: an invitation to submit an article for inclusion in a special issue of Leadership and Organization Development Journal. In March, I delivered a paper to the International Conference on Management Leadership and Governance held in Boston, USA. My contribution was noticed by the journal editors, which has led to them issuing the invitation.

    I'm both humbled and thrilled by this invitation: humbled that others see my work as valuable, and thrilled for the opportunity to contribute in this way. Thank you editors. 
  • Published on

    What does "good governance" look like?

    Governance Performance Research
    Generally speaking, boards of directors are comprised of well-meaning, competent people who want the best outcomes for the company they oversee. They go about their work diligently, with the best will in the world. However, many of well-intentioned boards don't achieve the outcomes they plan for. Why is this? Given the thousands of boards that meet every day, and the plethora of research undertaken over the last four decades, you would think that it would be straightforward to define and replicate "good governance". After all, we know what "good" and "governance" mean, don't we? Sadly, the reality is somewhat different: every company, every board and every situation is, to some extent, unique. Therefor, standard "best practice" models and frameworks often don't work. Even after forty years of trying, we still struggle to describe "good governance", let alone know how boards influence performance outcomes.

    With this rather melancholic précis, it would be easy to conclude that boards are in trouble, and that the title question simply cannot be answered. I beg to differ. There are glimmers of light on the horizon, and they are worthy of investigation. This article is one. I commend it, and others like it, to you. While we have much to learn about boards and performance, knowledge of what "good governance" might look like is a good place to work from.
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    Who should be in "control"—the CEO or the Board?

    Governance Leadership Management Performance
    Power is an interesting dimension of human behaviour. It can (and often does) bring out the best and the worst in us, and in those around us. The question of where power could or should be held has been the topic of much debate—wars even—over the centuries.

    In the modern corporate context, the CEO generally occupies the alpha male (queen bee) position in a company, especially in jurisdictions where the CEO and Chair roles are combined. In such cases, the board is relegated to the relatively passive position of making those decisions it has to, and to monitoring performance. Many CEOs like it this way—they are happy to hold the power and privilege that go with the position.

    An increasing number of calls, in academia and practice, are starting to challenge the status quo. However, calls for the board to take responsibility and be accountable for business performance, by becoming more involved in direction setting and strategy development, may have an unintended consequence: a power struggle. Power struggles are generally negative, because they move one's attention from the overall goal (business performance) to a lesser goal (being in control).
    • How should such matters be resolved?
    • Should the CEO remain in control?
    • Should the board usurp power? 
    • Is a collegial position achievable or sustainable?

    I'd value your thoughts on these important questions!
  • Published on

    Boards: a timely call for courage

    Governance Leadership Management Performance Strategy
    I had the pleasure of working with 24 outstanding business leaders and company directors yesterday—delegates on the IoD Company Director's Course. The topic of the day was strategy, as it always is on the second day of the course. My task was to lead the day and provoke discussion and debate, as part of the learning experience. The entire course is run under The Chatham House Rule, so delegates can speak freely and use real-world examples without fear of sensitive information being made public. However, some of the themes and conclusions that emerged from the discussion can be mentioned:
    • Boards need to be involved in the development of strategy, in some way.
    • A standard lexicon is crucial, so that everyone knows and understands what is meant when certain words are used. (We had a lengthy discussion on the question, "What is strategy?")
    • Boards owe a duty of care to ask probing questions of management, to satisfy themselves as to what is really going on.
    • Business is complex and strategy development is not straightforward. Things change, and sometimes tough choices need to be made, often without complete information.

    As we worked through the day, it became clear that the delegates had a realistic view of how boards and business actually work, and they recognised that there is often a gap between [tidy] theory and [somewhat messy] practice. The separation of governance and management, first espoused by Berle and Means in 1932 and now accepted dogma for companies in the Anglosphere, may not be the best model, for example. The discussion reminded me of a timely call made in an article that appeared in The Conference Board Review recently:
    Unfortunately, despite the theory on how boards are supposed to work, the reality is considerably messier. Reinvigorating boards with curiosity and courage would be a very good place to start fixing what is broken.
    Hopefully, delegates are able take away something from the course to ponder and challenge their status quo and some of the accepted maxims of governance. Boards cannot afford to remain as "parsley on fish—decorative but useless" (Irving Olds, Chairman, US Steel 1940–1952). If the behaviours and comments of the CDC delegates this week are any indication, curiosity and courage may be about to re-enter our boardrooms.