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    Is an elephant [in the room] obscuring our view?

    Accountability Corporate Governance Governance Research Sustainability Value Creation
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    ​The rise of artificial intelligence capabilities over the past 4–5 decades (you read that correctly, not 4–5 months or even 4–5 years) has brought some awkward questions into stark relief.
    • How might AI enable or impair our strategic priorities?
    • Are the data in management reports to the board accurate, and conclusions credible?
    • As directors, we’re supposed to govern with impact. But what matters most amongst the many priorities in the reports from management—and how might we decide?
    • Are the so-called experts that management keeps putting in front of us actually experts, or are they just AI-junkies who have generated content that appears to be informed?
    These questions, and many others like it, highlight an overarching question that has become very real for many directors, more so as the onset of AI-generated content has started to pervade boardrooms, executive suites and beyond:
    The report behind the question brings the problem into stark relief: Many conclusions developed from academic research and peer-reviewed articles may not be reliable. Indeed, many may not be worth the paper (screen) they are written on, despite the seemingly attractive arguments put up by the authors.
    This being the case, how might directors validate the data and reporting in board packs?
    If boards are to govern with impact, they must first ensure the reports they receive are not only accurate but credible. This is a demanding expectation, but it is the baseline. Fortunately, we are not the first people to ponder this matter: This muse explores some of the core considerations.
    The elephant in the room is not AI, per se; it is the directors’ ability to distinguish between what matters and what does not—the signal and the noise.
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    When time is up, act

    Accountability Corporate Governance Effectiveness Leadership Performance
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    These past few weeks, I have been acting as an envoy of sorts—a go-between to help tackle some problems that, ultimately, seem to come down to strained relations between shareholders, directors and senior management. While one case is playing out in a rapidly-growing PE-funded entity, and the other in a smaller enterprise, the situations are remarkably similar: the organisations appear to have outgrown the leadership capability of the CEO, and the board and CEO no longer see eye-to-eye.
    In one case, the leader is the founder; in the other, the CEO has led the entity for over two decades. In both, signs of Founder’s Syndrome​ are apparent. The cases are difficult because the CEOs have led well. But things have changed, and both deny they might be part of the problem, much less that leaving might be the best option for the organisation.
    The cases are proving insightful reminders for me—not only as examples of the destructive impact when behaviours turn negative, but of something most decent management and leadership courses teach: No one is perfect, and no one is indispensable.
    In contrast, consider the actions of these leaders:
    • Sir Rod Drury, founder of Xero and recently-named New Zealander of the Year (*), has been lauded for his entrepreneurial expertise and success. Yet he stepped away from executive leadership at Xero about a decade ago, and from the board in 2023. The business has not stalled or failed—it has grown bigger and better. 
    • George Washington, the first President of the United States, served for eight years and then retreated to Mt. Vernon, even though he was encouraged to remain President. 

    These men, both highly successful in their respective fields, knew something many chief executives and board directors miss: humility matters. When the time is up, act. Strive to leave on good terms. And, if you think it might be time, it probably is. Chances are, it might be one of the best leadership decisions you make. 

    (*) Drury returned the New Zealander of Year award in early May, following several allegations by female staff. The situation illustrates a profound truth: those in power must be vigilant, for the distance between humility and hubris is remarkably small. (update: 10 June 2026)

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    Towards great: governing with impact

    Accountability Corporate Governance Effectiveness Leadership Performance Sustainability
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    In 2018, before mankind was tipped upside down by a global pandemic, the chattering class had been very active, responding vociferously as news of various corporate failures and missteps came to light. Carillion plc and the Institute of Directors (both UK), Steinhoff (South Africa), AMP (Australia), and Fletcher Building (New Zealand) were topical examples. The consternation and angst was palpable.
    That seemingly strong and enduring organisations were failing (or suffering significant missteps) on a fairly regular basis concerned many; for the societal and economic consequences significant. Many commentators (primarily, but by no means exclusively, the media) responded by berating company leaders (specifically, the board and management), placing ‘blame’ squarely at their feet. This is a reasonable: ultimate responsibility for firm performance lies with the board after all.
    Fast forward to 2026, what has changed? Well, if post-Covid failures are any indication, not much. The Post Office scandal in the UK, accounting firm PwC, and Port of Auckland (New Zealand), have been in the news for all the wrong reasons. Wilko (UK), GDK Group (Australia) and Du Val Group (New Zealand) are three amongst many that have collapsed under large debt burdens. Fletcher Building has suffered again too, which suggests it may not have learned from its earlier experiences.​
    Amidst it all, calls for tighter regulation and stiffer codes abound. This, despite the geographical spread of corporate failures implying that local statutes and codes are probably not a significant contributory factor. Examples of compliance-driven responses include the King V code (South Africa), ISO 37000 standard (global), and Better Boards Act proposal (UK).
    The responses of boards I have been invited to sit with in recent months have been telling: some have circled the wagons, to defend against accusations that they may have been negligent; some have diverted blame elsewhere, such as, management or regulatory burden; and, some board directors have simply walked away, the burden too great.​ Others have decided that focussing attention on what matters (engaging strongly, in pursuit of sustainable performance), is what matters most.
    Given the chatter in business and social circles, and in the media, it would be easy to join in; to berate all and sundry. But let’s not go there. Instead, it is probably more productive to identify activities and behaviours that may have contributed to the situations, in search of learnings:
    • The role of the auditor: Most if not all of the firms mentioned above were attested by their respective auditors to have been reported accurately and operating satisfactorily. Yet, clearly, some were not. Whether the auditors were in cahoots with management, or the board; failing to discharge their duty to provide an accurate and impartial  assessment; or, even, inept, is a matter of speculation in most cases. Regardless, something in the audit world is amiss. To date, few commentators have called out the audit profession as being an accessory.
    • ​​Business knowledge: Remarkably few of the directors of the companies identified here seem to have understood the business of the business they were governing at the time. Often, directors are recruited for their technical skills (notably, legal and accounting expertise) or extant relationships. Relatively few had significant experience in the sector the business operated in. This is consistent with global research by McKinsey, which revealed one director in six possess relevant knowledge. How any board can make an informed decision when most of its directors do not understand the wider operating context well is perplexing.
    • Director engagement and behaviour: Most of the directors of the companies noted here had a classical conception of board work and engagement: They read their papers and attended board meetings, but did little else. The relationship with management was distant and aloof; directors rarely engaged with each other or the company between meetings; and they saw their most important contribution as being the hiring or firing of the chief executive—all characteristics of a board focussed on control, not governance.
    • ​Board involvement in strategy: The boards of all of the firms identified here relied heavily on management to prepare strategy. Directors backed themselves to ask questions and respond to proposals when they were presented. Some delegated strategy approval to management. While most directors appear to have been well-intentioned, the resultant outcomes tell the story. A heavy reliance on management is, clearly, unwise. What of “trust, but verify?” If the board is not involved in the development of strategy in some way, as researchers and commentators increasingly recommend, the likelihood of the board understanding what it is being asked to approve and subsequently providing adequate steerage and guidance is low.​
    If boards are to learn from the failure cases noted here (amongst others), the first and, frankly, most pressing priority is to mitigate apparent weaknesses and focus on what matters. My research suggests that sustainably high levels of firm performance are possible, but they are contingent on several factors, including:
    • Ownership: The board is the apex decision-making authority in every company, meaning it is responsible making the very biggest decisions. Consequently, if the board is to have any influence over performance at all it needs to take responsibility, directly, for the big calls.
    • Purpose: If performance is to be achieved and sustained over time, all contributors need to understand their role and why it is important. Sadly, many directors bypass the ‘why’: they do not understand (and, therefore, cannot describe) why the company exists (activity trumps reason, it seems). Even if they can, directors often do not hold one view. Agreement on why the company exists—its purpose—is crucial: it provides the touchstone against which strategy is formed, all other decisions can be made, and performance assessed.
    • Strategy: Purpose alone is insufficient. Strategy is the course of action required to achieve the agreed purpose. While no one model (of strategy development) fits all situations, the board should roll its sleeves up and get involved in the formulation of strategy, together with management.
    • Effective boardcraft: This is the biggie. My article, Towards more effective corporate governance, paints the picture.​
    Some commentators have suggested that the success of the board is entirely a matter of luck. I disagree. While outcomes are not guaranteed, my doctoral research and experience supporting boards across five continents suggests boards can exert influence beyond the boardroom, including on firm performance. However, this is contingent: they need to focus on ‘the right things’.
    Unless and until boards start taking their responsibility for the performance for the company seriously, the hope of much changing remains, sadly, dim. What is your experience?
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    On high-performing boards: unlocking potential

    Accountability Corporate Governance Effectiveness Family Business Governance Leadership Monday Muse Performance Tough Questions
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    Have you ever stopped to wonder why so many companies fail to realise the potential they aspire to?
    When I speak with directors, the desire to operate at high levels of performance is palpable. In my experience, most say they aspire to have a great impact. But when one looks more closely, a great many boards struggle to break the shackles of average: they are constrained by confusion over the role of the board, impaired by dysfunction within the boardroom, and/or expectations are misaligned.
    A recent survey (conducted by PwC) highlights the characteristics of high-performing boards:
    • strong and effective leadership from the chair
    • strategic vision and focus
    • proactive engagement
    • culture of trust and collaboration
    • pragmatism and responsiveness
    • focus on high-performance [mindset and teamwork]
    • awareness of stakeholder expectations
    • cool in a crisis
    This is quite a list! Yes, it is. But most of these characteristics are consistent with the findings from ground-breaking board research conducted over a decade ago. That research concluded that if the board is to have any impact beyond the boardroom (especially on firm performance), three things matter: 
    • capability (what directors 'bring')
    • activity (what the board does)
    • behaviour (how directors act and interact)
    Board structure and composition is relatively less important, to the point of being insignificant. This finding (now known as the Strategic Governance Framework, see this article for a summary) emerged from a peer-reviewed long-term observation study of boards going about their work—one of a small handful conducted to date. As with studies conducted by the late Jane Goodall, my study sought to get as close as possible to the subject of interest (the board) to observe them in their 'native' habitat. That meant direct observations, for the board only exists when the directors meet.
    Since that time, the Strategic Governance Framework has shown itself to be a useful mechanism to help ambitious boards move beyond orthodoxy and box-ticking, to realise organisational potential. But the embrace of such a mechanism is not without its challenges: it means stepping away from the perceived safety of 'best practice' recommendations—a daunting prospect of some. 
    Ultimately, boards must decide: is compliance with contemporary recommendations, codes and regulations sufficient to discharge duties owed, or is more required? For those who decide more is required, the Strategic Governance Framework ​may be worthy of consideration.
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    Keeping up appearances

    Accountability Corporate Governance Effectiveness Governance Monday Muse Research Sustainability
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    Today, on the third day of an intrepid journey through several Eastern European countries, we have been exploring Kraków Stare Miasto—the Old Town—searching for glimpses of how life was lived in the past. Back streets and less-trod paths, away from trinket stands and touts, are my happy place, for they offer opportunities to peer beyond facades and veneers. ​​
    This scene was one amongst several that caught my attention today. The seemingly decrepit building itself was far from remarkable—but then I noticed two signs—clues to what lay inside: a five-star hotel named after a Polish polymath, and a Michelin-starred restaurant. Who knew? 
    As I looked at the building and signage, a woman sauntered past, on the phone to an unknown soul and seemingly oblivious to her surroundings. My mind wandered. Who was she speaking with and about what? Was she a local or a visitor? What were her circumstances?
    The imagery and parallels with board work are stark. Statements written in board packs may seem complete and accurate, but they may not be. Often, there is more to the story than what is first ‘seen’ in the board pack. Depending on how eloquently the papers have been written, directors may find it easy to form opinions quickly—jump to conclusions, even. Directors should resist such urges! Boards have a duty of care to look beyond the facade, to gain a more complete understanding through discovery and debate, before deciding. Some boards do this well; some are well-intended but struggle; and yet others appear to be motivated by looking good (as evidenced by complying with various ‘best practice’ recommendations and corporate governance codes) than doing what it takes to operate as a high-performing unit.
    When the pretence of keeping up appearances is stripped away, how does  the board you serve on stack up?
    Wittgenstein cautioned people to reserve judgement, for what seems to be so may not actually be so.
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    Preparing for board meetings: how?

    Accountability Artificial Intelligence Corporate Governance Decision Making Director Development Governance Value Creation
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    The ways board directors prepare for board meetings is changing. Gone are the days when most directors simply turn up for the meeting, open the supplied packs and rely on their instinct as they sit through presentations by management (read: work it out on the fly). Most directors these days are well-intentioned, having diligently read papers before the meeting (having received them via a portal tool, PDF stack or thick package of printed materials). Some of these directors augment their reading with additional enquiries, in an effort to fill in blanks or formulate suitable questions to ask during the meeting. Though a small coterie still rely on their instinct to listen carefully and discern in real-time (read: work it out on the fly, during the board meeting), the world is moving on, and rapidly so. The emergence of AI assistants is proving a boon for smart directors: they are embracing a new generation of tools to enhance their preparation—on the basis that better preparation is an antecedent of better decisions. 
    Preparation takes time, of course, and many directors say,  "It'd be fine if I had the time." My response is curt: "Given the duties you owe, and the importance of governing with impact, what else might be more important than preparing well?"
    In the spirit of collegial learning, how useful are Shekshnia and Yakubovich's insights, and how are you using AI to augment your board meeting preparations (if at all)? Please comment below.