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    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.
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    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.
  • Published on

    Boards and accountability: honoured to have article published

    Accountability Governance Leadership Management Research
    Several of the articles from the winter edition of Ethical Boardroom are now available online, including the one that the editorial board asked me to write, on accountability in the boardroom. Here's a snippet:
    The role of the director bears a weighty responsibility, so directors need to take their appointments, and the accountability that goes with such appointments, seriously. Most do, but some, clearly, flout the boundaries of moral, ethical, and in some cases, legal acceptability. Directors need to be beyond reproach. Clear demarcations of what is acceptable – and what is not – need to be established. This may mean that the curious propensity to collect directorships, as some badge of honour it would seem, needs to be called into question by shareholders and by the profession’s body. That directors with six or more appointments have any hope of providing any more than a cursory contribution is beyond us. The challenge, of course, is holding directors to account for this level of performance, among peers, in the public domain and through any legal processes that may be required.
    Click here to read the full article. Thank you to the editors for the opportunity to make a contribution. I hope it stimulates some debate and, in some small way, advances the understanding of how boards can and should contribute to business success. If you have any feedback, or would like to explore the issues raised in the article, please contact me.
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    On becoming "globally influential"

    Accountability Effectiveness Leadership Productivity Readings Risk Societal Wellbeing

    Every day, news stories and articles from a plethora of sources arrive in my email inbox and news reader software. The deluge is self-inflicted—I need to read widely for my doctoral studies. Mind you, having a voracious appetite for general knowledge doesn't help much!

    Every now and again, an article seems to lift itself off the screen, seemingly to attract extra attention as my eyes scan down the headings. Today, one such article was the "Top 100 global thinkers for 2012" list, published by Foreign Policy magazine. I looked at the FP list, because I was fascinated to know whether Aung San Suu Kyi of Burma or the Pakistani student Malala Yousafzai featured anywhere. To my surprise (and delight) both appeared in the top ten.

    It seems that, in 2012 at least, global influence is strongly correlated with politics and activism. With one exception (Sebastian Thrum—a computer scientist who has been working on the driverless car), the top ten are all activists or politicians fighting for various causes. It's not until you read further down the list that musicians, economists and business people start to appear.

    The point of this muse? Perhaps if you aspire to become globally influential, you should turn to politics in a volatile state, or embrace a vital cause. But most people motivated by these endeavours couldn't care less about fleeting appearances on "influence" lists. Rather, their primary motivation is the cause they've chosen the invest their hearts and souls in, and the enduring impact of their efforts. And therein lies a lesson for us all, as we ponder our role in society and contribution to it.

  • Published on

    Governance and professionalism: time to raise the bar

    Accountability Chairman Effectiveness Governance Integrity Management Societal Wellbeing

    Last week, I was invited, with 16 others, to help review a Competency Framework being proposed by the Institute of Directors. I commend this initiative, aimed at raising the bar. While competency of itself does not guarantee that any director will be effective, it is a move in the right direction.

    Last week, I was invited, with 16 others, to help review a Competency Framework being proposed by the Institute of Directors. I commend this initiative, aimed at raising the bar. While competency of itself does not guarantee that any director will be effective, it is a move in the right direction.

    During the wide-ranging discussion, several participants suggested that governance should be professionalised, like medicine, accountancy, law and several other professions. I support these calls—strongly. Why? Well, stories like this get under my skin. While the majority of directors fulfil their legal and ethical responsibilities well, sadly there are a few bad eggs that discredit governance in the public's eyes.

    The mechanism would be relatively straightforward, involving perhaps:

    • entrance tests (competency, references and interviews)
    • maintenance of professional standards (on-going education)
    • periodic re-registration (two- or three-yearly)
    • tiering (a general registration, and a higher level for directors of large, widely-held or publicly-listed companies)
    • a disciplinary tribunal (with teeth and a propensity to act)

    The Institute's optional accreditation scheme provides a useful starting point, but it falls short because participation is optional. In my opinion, governance must be professionalised, with a robust body and process not dissimilar to medicine (Colleges of Practice, Medical Council of New Zealand, Disciplinary Tribunal). Perhaps then the concerns expressed in the article—that directors can dodge bans—will become a thing of the past. Here's hoping.