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    Who should control your business, and who actually does?

    Accountability Governance Management Performance Strategy
    Have you ever pondered the question of who actually controls your business on a day-to-day basis? Many chief executives have told me that they do. They say they have a large hand in the strategy; the culture; and, the policies and procedures, and that these things determine what the business is and what it does. But do they? Does this view match the reality?
    I've long held the view that businesses should be controlled by just two things. The first is strategy, the expression of how the overall objective of the business is to be achieved and against which all effort is aligned. In most businesses, strategy is expressed in commercial terms, based on whatever purpose the shareholders have laid out. The second controlling influence is the customer, or it should be. Customers are crucial because they "feed" the top line, without which the business has no future.
    The challenge for boards and chief executives is to ensure that all of the resources at their disposal (people, systems, product and service portfolio, finances) are aligned in pursuit of the agreed strategy. The benefits of doing so are almost self-evident, so much so that you would think all businesses would operate in this manner. But sadly, many don't.
    If you will allow me to relate an actual experience—one that probably happens more often than most chief executives and company directors realise. Recently, having opened a managed funds account with a large provider, my wife and I found ourselves with the frustrating problem of being forced to change the password to gain access to the on-line system. Here's the exchange with the financial services advisor:
    Me: We have discovered an annoying “feature” of the ABC programme: the “forced change” on user passwords. To be forced to change your password every few months is jolly annoying, to the point of arrogance on the part of ABC company. We are not forced to change our password with the bank. We can see no justification to impose such a regime on a look-only user account. Can you please talk to your people and get this setting changed. 
    Advisor: This is a feature determined by the provider of the on-line platform; and it is across all client accounts. ABC company has been approached on this several times but their IT security people are unable to make exceptions at the individual customer level.
    Another client logs in only rarely and has the same frustration. I suggested that I diarise to generate the account summary at around the same time it’s being system-generated, and email it through. What do you think of that as a work-around? I agree it’s irritating; I log in several times a day so the password refresh isn’t the same issue for me, as it is when you’re logging in maybe only every few weeks or in response to a system-generated prompt.
    M: Thank you for chasing our question through to an answer. It’s disappointing when “IT security people” get to drive the business and the customer experience eh! Your suggested work around is fine with us, on the proviso that it does not cause you any untoward extra work or hassle. One report per quarter will be fine. Is that OK?
    A: Hi, that sounds fine.
    FYI, I had the same thought about who drives the business: we have new printers with card swipes to unlock the print queue, for “security” and cost savings purposes, and also “print anywhere” capability. OK, I suppose, up to a point; but some IT person decided that the tray for standard white copy paper will be tray 3 (second-lowest) not tray 1 (highest, as it’s always been – and easiest to reach down to), and locked it into the printer in a way we can’t alter the settings locally. Letterhead and continuation paper (used in much lower quantities) are in trays 1 and 2, not trays 2 and 3 which would make more practical sense. So we are all (apart from the IT person, who thinks this is very orderly but who never uses our printer) inconvenienced both in terms of having to reach down all the time to replenish tray 3, but also having to go through and reconfigure many standard documents that will otherwise print on the wrong paper. I imagine that when the next printer comes along, there will be a new IT person and we’ll now be squatting down to replenish tray 4!
    The message is stark: that faceless people in back rooms often have more influence over business performance and perception than what executives and boards realise. They make decisions that seem reasonable. However, most of these decisions are made in isolation, without reference to customer or strategy. The consequences of decisions that detract from the customer experience and are inconsistent with the corporate strategy can be quite damaging. If customers start walking away, where does that leave the business?
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    Qualities of directors and boardroom behaviours that actually make a difference

    Accountability Governance Leadership Performance Research
    Have shareholders worked out that the appointment of women to corporate boards per se is not a ticket to improved business performance? The challenge of lifting representation has been embraced by many groups across the Western World, including the 25 Percent Group. Yet the numbers are not stacking up in the way many had hoped. While some countries have implemented quota systems, conclusive evidence is yet to emerge to show that, by adding one or more women to a corporate board, business performance will increase.
    Diversity amongst directors makes sense, because a mix of backgrounds and experiences tends to produce a wider range of options for consideration. If the debate is healthy and vigorous, higher quality decisions can follow. However, women should not be appointed for political or social reasons. The conversation needs to move on, beyond simple numbers and the presence of absence of XX and XY chromosome pairs, or any other specialist technical skill for that matter. Physical attributes and technical skills are inputs (only), their presence does not produce results.
    Researchers and professional directors need to dug deeper, to discover the qualities and behaviours of directors that are likely to contribute to better outcomes. In other words, what directors do and how they think in boardrooms. If we can discover these qualities and the social interactions that flow from them(*), and nurture their expression in boardrooms, then increased business performance might not only be possible, but perhaps sustainable. The likelihood of a mix of male and female directors is pretty high as well, I would have thought.
    (*) This is the essence of my doctoral research. Details will emerge during 2015. Contact me if you want to be notified when papers and articles are available.
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    What's actually more important: Longer-term value creation or shorter-term gains?

    Accountability Governance Leadership Performance
    Big box retailer, The Warehouse Group, is experiencing a bit of turbulence just now. The company has had a dream run over the past couple of decades. From its genesis as a single-store, The Warehouse Group has grown to become New Zealand's largest retailer. However, some tensions are starting to emerge. Some investors (actually, funds managers) are not happy.
    The company is currently rebuilding its business model to meet emerging customer and market demands. In 2011, the company embarked on a five-year 'turnaround' strategy under Group CEO Mark Powell. The strategy, which involves both acquisitions and a major refit programme in existing stores in order to provide enduring longer-term returns and capital growth, was approved by the board and it was well signalled to shareholders and the market. Yet some shareholders are making their expectations of ongoing share price growth and dividend returns quite clear.
    The emergent tension has the potential to be a major distraction for the board and management. Clearly there are two views on the table. The pressing priority for the company is that the shareholders, board and management are united in their pursuit of one agreed strategy. So, which view should prevail?
    I'd like to suggest that the longer-term view needs to prevail, because that's the agreed strategy and it's probably the option that better suits the best interests of the company. However, I am not a funds manager trying to eek the most out of my 'product', the investment in the business. Ultimately though, if they are not satisfied with the performance of the business, the funds managers have several choices available including these three (amongst others, no doubt):
    • Make representations to the board and ask the board to review the strategy
    • Seek to appoint new directors to represent their interests in the boardroom
    • Offer their holdings for sale and pursue their interests elsewhere
    What do you think is an appropriate course of action, and why?
  • Published on

    When publicly-listed companies miss revenue forecasts

    Accountability Governance Performance Research
    When publicly-listed companies miss their revenue forecasts, as Wynyard Group and Orion Health both did recently, the stock market generally responds by discounting the share price. That's because the 'value' attached to the business is a mathematical calculation involving both current inherent value (generally represented by customers, intellectual property and other assets) and future value (expected revenue). 
    Knowing this, some companies announce somewhat optimistic forecasts, both to challenge sales and delivery teams, and to send signals to the market. When forecasts are achieved, everyone is happy. However, if forecasts are not met, the natural reaction of the market is to back out the value. Sometimes the market reacts quite strongly, especially if the share price has climbed significantly on the back of optimistic forecasts, press release statements and marketplace hyperbole. This raises some interesting ethical questions:
    • Are share price movements simply the natural forces of the market at work in response to stimuli including forecast information?
    • Is any further action required to protect various parties from the vagaries of optimist forecasts?
    • What sort of guidance should publicly-listed companies provide to the market, or should companies remain silent on future revenue and profit expectations? 
    • What constitutes 'realistic guidance'?
    I don't have any strong views on these questions at present, other than to suggest they seem to be important to the smooth functioning of the market. Therefore, they probably deserve some air time. Depending on the responses to these questions, I may initiate some further research and develop some recommendations. 
  • Published on

    On corporate boards and retirement homes...

    Accountability Governance Performance Research
    What's the difference between the average corporate board and a retirement home? If age is the measuring stick, then not a lot apparently. Both tend to be populated by people of advancing years. While it's easy to jump on any number of bandwagons (employment, ageism, relevance, promotion of younger people), there is probably more value to be gained by digging a little deeper to try to understand what impact 'advanced average age' might have on business performance.
    Older directors can be beneficial in a boardroom environment, because age brings experience and wisdom, both of which are thought to be necessary for the making of good decisions. However, this view assumes that directors are actively engaged in the work of the board—an assumption that is far from universal in practice. In contrast, boards comprised primarily of older directors can be a hinderance to decision-making and business performance if the directors lack energy and focus; if their cognitive skills are weak; or, if they are not appropriately engaged in the work of the board.
    The relationship between diversity and financial performance has not been convincingly established. However, I suspect that if shareholders actively seek to appoint a mix of younger and older directors to their boards they will experience better returns in the long run—but only if directors are competent and engaged. A diverse set of competent directors who are actively engaged in the work of the board is more likely to identify a broader range of strategic options and debate issues more vigorously than a passive, homogenous board. While decisions may occur more slowly (while options are considered and the debate occurs), they should be of a higher quality. And if high quality decisions are implemented well, then improved business performance is a likely and realistic outcome.
    Age is probably just an indicator, another one of those blunt sticks that I mentioned recently. A better question for shareholders to consider is whether their directors are engaged, competent and committed to the cause.
  • Published on

    Is the term 'executive director' an unhelpful misnomer?

    Accountability Governance Performance Research
    I've been pondering a seemingly straightforward term of late, in an attempt to resolve what appears to be an anomaly in our understanding of directors and how they work. The term is 'executive director'. It refers to a company director who is also a company executive. While seemingly helpful as a qualifier, I wonder whether  the widespread usage of the term has led many, unknowingly, to a point of confusion and of unrealistic expectation.
    The very act of qualifying the term director introduces—subconsciously at least—the possibility that certain directors should, could or do act differently from other directors. Independent director; executive director; non-executive director; inside director; outside director; and, lead director, amongst others are all part of the lexicon. Yet in most countries the statute is quite clear: there is only one category of director. Consequently, all directors are expected to act in the same manner as they fulfil certain duties, in the eyes of the law at least. But do they, and importantly, can they?
    The role of 'executive director' seems to be quite troublesome. 'Executive' and 'director' are two distinct roles, yet the term conflates the distinct contributions into a new, third, role: someone who is a director and an executive concurrently. Is it possible to perform both roles concurrently and fulfil them dutifully?
    Directorial appointments are full-time commitments: one can't be a director some of the time. Responsibility is not absolved just because a director is on holiday or working in another context. An executive who is also a director is required to fulfil their directorial duties at all times. They don't 'stop' being a director when they leave the boardroom and return to their executive role. Similarly, in the boardroom, how might a director who is also an executive make a critical and objective assessment of management performance? I've seen this problem many times in the boardroom. Executive directors are blatantly conflicted, yet many expect to make decisions on their own proposals!
    I've concluded that the term executive director is an unhelpful misnomer.
    If boards are genuinely committed to acting in the best interests of the company, a resolution is required. One option might be to exclude executive directors from every formal decision made by the board. Another perhaps more tenable option might be to ensure that non-executive directors make up the majority of directors, so that self-interested executive directors cannot capture the decision-making processes. A third option might be to adopt a policy at the shareholder level that executives will not be appointed as directors.
    Do you have a view on this? I'd love to hear from experienced directors, chairmen and researchers, to learn about the ramifications of which of these options, and to hear whether any of them (or any other options not mentioned) might lead to higher quality decisions in the boardroom and better business performance.