Accountability - Peter Crow | Helping boards govern with impact

Published on: 26 July 2017

On effectiveness: How is your board tracking?

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.

Published on: 7 July 2017

ICSA annual conference: reflections

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.

Published on: 28 June 2017

Who[ber] took their eye off the ball?

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.

Published on: 26 June 2017

Speaking engagement in London

This is a brief note to advise that I will be in London next week, to speak at the ICSA Annual Conference. The conference is being held at ExCeL, London, over two days (4–5 July). Programme details are available here.

I'll be speaking on the first day of the conference, at 12noon. My topic is strategy, from the board's perspective. Here's the session summary from the programme:

Good strategy vs bad strategy
Often in business, boards confuse lofty ambitions, challenging goals and enticing vision with strategy. Good strategy encompasses these elements but also offers a compelling road map to achieve goals and overcome barriers to success. Here we look at some of the key points to consider when establishing strategy.

Sound interesting? Come along, I look forward to meeting you.

Note: I'll be in London Monday 3rd to Thursday 6th inclusive, with some free time both during the conference, and immediately before and after. Please get in touch if you'd like to meet up (day or night) to ask a question; discuss an aspect of corporate governance or strategy; learn more about my research on boards and business performance; or, simply have a chat over a coffee or a drink. I'd be delighted to hear from you.

Published on: 23 June 2017

Boards and strategy: taking in the long view

During the last month, I have had the privilege of working with four different boards and management groups, helping them wrestle with why the company they govern exists (its purpose, or reason for being) ahead of formulating strategy to pursue the agreed purpose. All four engagements have been invigorating, revealing many insights and much passion (and debate!) within the assembled groups.

However, three troubling signs became apparent amidst the boards' commitment to the cause. These signs, which are not uncommon, have the potential to stymie the quality of the resultant strategy and management's ability to implement the approved strategy. The following comments highlight the issues:

A propensity for detail: Most of the discussions quickly devolved to specific examples and detailed aspects of the company's products, customers and staff: the perception being that more detail is helpful for effective implementation and to mitigate risk. This is not uncommon: strong leaders like solving problems. However, humans tend of overestimate their ability to predict the future, and boards and managers are no exception. Further, implementation is a task for management, to be actioned after purpose is determined, strategy formulated and resources appropriated. Also, a strong focus on detailed elements has the unwanted effect of taking the gaze away from the big picture, the wider context within which the company operates, and in so doing introducing new risk not mitigating it. Left unchecked, the resultant strategy is more characteristic of a detailed list of activities than a high-level, contextually relevant overview of how resources will be deployed to achieve the agreed purpose.
Confusion over the board–management nexus: The usage of the term governance over the last 15–20 years has become widespread (in both appropriate and inappropriate contexts). Usage has reached the point that 'governance' has become a panacea for all manner of corporate ills including poor company performance. The board–management relationship has become clouded, with the two parties claiming or denying tasks, often based on a poor understanding of what governance actually is. If the board and management are to work well together, a well-defined of division of labour is required, to allocate to tasks explicitly to the board, to management, or to both.
Shortening the horizon, to reduce the odds of failure: This sign is closely related to the first one. If those responsible for formulating strategy are not looking well into the future, identifying emerging trends and possible responses, they are doing themselves and their company a gross disservice. Audacious goals and Roger L. Martin's words are ringing in my ears: "True strategy is about placing bets and making hard choices. The objective is not to eliminate risk but to increase the odds of success."

The temptation to embrace detail, confuse the roles of the board and management and shorten the view remain very real challenges for companies around the world. If boards are to fulfil their responsibilities well, a clear sense of purpose supported by a coherent strategy is vital—regardless of the company's size, sector or span of operations.

The great news is that increasing numbers of boards are starting to realise that material benefits are available if they contribute directly to both the process of determining purpose and formulating strategy. However, boards have some way to go before the value they have the potential of adding is actually realised, if the evidence of the past month is any indication.

Published on: 30 May 2017

Does it matter what directors look like?

Guest blog: Dr James Lockhart (College of Business, Massey University, New Zealand)

During the late 1990s and early 2000s the hot topic in corporate governance was independent directors. Independent directors, it was proposed at the time, were the very panacea for performance improvement. It didn't really matter what the problem was the solution was independent directors, preferably a majority of them—and fast!

Much effort went into defining an independent director and veritable lists emerged of the much needed characteristics and attributes, especially concerning ownership (the lack thereof); earnings from ownership (the lack thereof); or, employment or former employment (the lack thereof). Sadly, in all that enthusiasm the single most important attribute—independence of thought—was seldom mentioned.

Fast forward a decade: now its diversity’s turn. Diversity, it is now proposed, is the panacea for improvement. Just like independent directors in the past (where no systemic evidence emerged supporting the assumption that independent directors actually improve performance) business is besieged with the idea that diversity on boards will enhance performance. All of the board diversity research conducted to date has been from outside the boardroom. We know that because there have been only four longitudinal studies conducted within the boardroom—one in Norway by Morton Huse; one by a serving board member (no conflicts there); one by a British colleague (Silke Machold); and, one by Peter Crow.

So what is being measured? Just like the independent director research, the diversity research has reduced the boardroom to a simple input-output model. Diversity then refers to the measurable appearance of directors, such as, skin colour, ethnicity, sex, age, qualifications, professional backgrounds, and so on with a focus on sex, colour and age. But does diversity of appearance produce a diversity of opinion? Does diversity of appearance produce different strategic decisions that would not have been considered or not approved in the absence of such diversity on boards?

Given that we don't know how effective men are in the boardroom, it is implausible to argue that we know the effectiveness of women. That is not to suggest we don't need more women on boards—we do. But the focus of the discussion ought to be one of building better boards, boards that are focused on wealth creation, and boards that deliver the company’s aspirations.

As with the independent director argument that preceded it, repetition seems to matter—if something is repeated often enough it will eventually be believed. The discussion is being fuelled by the post-modern/neo-Marxist views currently dominating the B-school landscape, one that will acknowledge diversity everywhere other than amongst Caucasians. And with that, the point is lost. The focus of corporate governance should be on performance, in organisations where the thinking folder is overflowing, not what people look like.

About Dr James Lockhart:
James is a Senior Lecturer at Massey University’s Business School, and a credentialed and practising company director. He teaches and researches in strategic management and corporate governance, and is responsible for the delivery of the College’s business internship and professional practice (Management) courses. He currently holds two directorships; is on the Defence Employers Support Council; and, is a Chartered Member of the Institute of Directors in New Zealand.

Tags