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    NACD Commission on strategy: An increased role for the board?

    The National Association of Corporate Directors (NACD) has announced the establishment of a commission to make recommendations about the "board's role in recalibrating the enterprise's corporate strategy in response to market forces". The decision, to consider the topic and present guidance, is a positive step towards more effective governance in the USA.

    For some time now, researchers have suggested that strategy needs to be part of the board's remit, although a consistent interpretation of what that means remains unclear. Some directors and consultants think boards should be actively involved in the process. Others disagree. Clearly, there are several options to be considered, along a spectrum:
    • Management drives the entire strategy development process, and the board, at best,  rubber-stamps the result.
    • The board simply approves strategy developed by management. This is the default option for many companies today.
    • The board speaks into the strategy development process, but it remains largely controlled by management.
    • The board is an active participant in the development of strategy, together with management.
    • The board drives the strategy development process, albeit with considerable input from management.
    • The board imposes strategy on management.

    Irrespective of the recommendations that Commission presents later in the year, boards are responsible and accountable for business performance, and board contributions need to be recalibrated accordingly. I await the outcome of the NACD process with interest.
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    Invitation to submit a paper to #corpgov conference in Croatia

    A few days ago, I was invited to submit a paper to the 10th European Conference on Management Leadership and Governance (ECMLG). The 2014 edition is being hosted in Zagreb, Croatia. I'm humbled by the opportunity to offer a contribution.

    The deadline for paper submission is mid-June. My topic will 'access'. Simply stated, the paper will suggest that governance research needs to move on from its predilection with typically quantitative secondary data, to study what actually occurs in the boardroom. It is my view that first-hand observations are crucial if we want to truly understand how boards work, and to make credible suggestions about how they contribute to business performance. You can read the preliminary abstract here
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    Guest contributors on Musings. What do you think?

    I am thinking about the possibility of opening Musings up to guest contributions. At this stage, it is just an idea, but it is one that I am keen to explore. For the last two years, every post to Musings has been mine. I am happy to continue to be the sole contributor, however when a couple of people recently asked me whether I had ever considered inviting others to provide contributions, it set me thinking. 

    What does Musings offer? It's an outlet to share ideas—about corporate governance, strategy and our place in the world. From small beginnings, the readership has grown, to the point where over 4000 unique visitors drop in each month. Something about the blog must interest people.

    Anyway, to the question. Would you like to read contributions from other folk from time to time, to provide some variety? Would this be appreciated? The general theme of Musings would stay the same.

    Please reply here if you have an opinion, or contact me directly if you'd like to become a guest contributor. 
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    CEO salaries are supposedly out of control. So what?

    A blog entry on the Reuters page today makes interesting reading. "Supersize" CEO salaries have caught the attention of legislators, in California at least, with proposals to apply a punitive tax regime. It seems some people have had enough, or is this a case of a legislature seeing a revenue gathering opportunity?

    CEO salaries have been steadily climbing ahead of inflation and most other economic measures for years, particularly so in the US in the last decade. Market forces seem to have been at work, whereby reputations are on the line, and boards have offered increasingly large deals, to attract new CEOs and to retain good ones. No doubt some high-performing CEOs have seen this and demanded big numbers as well. For example, Mark Adamson, CEO of Fletcher Building, seems to be demanding more. Not all CEOs have the same outlook however. In the same article, Mark Powell, CEO of The Warehouse, a very successful retailer in New Zealand, seems to be somewhat embarrassed by his salary package.

    The topic of supersize salaries is an easy target for journalists, mates having a drink, the unions, and others. However, when all is said and done, does it actually matter? If a company is socially responsible and the CEO is creating considerable shareholder value, then probably not. However, if the company is flagrantly abusing its staff, suppliers or customers, then it probably does matter. My preference is to let the invisible hand of market forces determine the outcome. If a gross imbalance or inequity occurs, a correction will follow, sooner or later. Hopefully it won't be so late that the society collapses though.
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    Paper accepted onto BAM Conference programme

    I received some wonderful news today. My paper, entitled On the use of critical realism to advance governance research beyond correlations, has been accepted onto the main programme of the prestigious British Academy of Management Conference, to be held in Belfast, Northern Ireland in September 2014. You can read the abstract on the Research page if you'd like to know a bit more. (A copy of the full paper will be posted after it is presented at the conference.)

    It's humbling to know that others see my work as worthy to be included at this conference. I'm grateful for the opportunity. The feedback that the three reviewers provided (through the usual double-blind review process) was really helpful—both in terms of tweaking the paper, and as guidance for the doctoral thesis as it comes together through the remainder of 2014. Now, to save my pennies for the flights!
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    On boardrooms, digital mongrels and company performance

    Mike O'Donnell is a business manager, company director, family man and self-confessed techno-geek who writes a weekly column for the Dominion Post. Mike's comments can be provocative, cynical, irreverent and highly insightful—sometimes in the same column. Almost always though, his comments are entertaining and relevant. His latest contribution, which recounts a speech he delivered at the recent Institute of Directors annual conference, fits in the inspired and relevant category. Here's a piece from the column:
    I see the role of directors as being threefold. First, to select and appoint the right CEO for the company. Second, to provide meaningful governance on issues like solvency, risk, remuneration and health and safety. Third, to help set a strategic direction that will deliver growth and help monitor its implementation.
    In three points, Mike summed up the role of the board really well. However, I would alter the sequence, because the third point needs to come first. Without purpose and strategy, there is not much for the CEO to do, or the board to govern.