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    The map is not the terrain

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    Since time immemorial, man has sought to explore: natural curiosity has led to many discoveries, of previously unknown lands, flora and fauna, and more besides. Innovations and inventions too; discoveries enabling further exploration, and on it goes. Through the arc of history, exploration and discovery has been based upon empirical techniques—going and having a look.
    About six decades ago, Jane Goodall put this approach to work as part of her research to learn more about chimpanzees. Her assessment was, straightforwardly, that if reliable understandings of how chimpanzees socialise were to be achieved, they needed to be watched, directly, over an extended period, as difficult as that might be. The extended period is necessary because behaviours change when a new actor arrives. Thus, Goodall’s study could not begin in earnest until the chimps became more familiar with her and reverted to behavioural patterns thought natural. When behaviours reverted, as Goodall thought they might, several new discoveries not previously known were made.
    The approach Goodall used, and her discoveries, demonstrated the high value of longitudinal ethnographic techniques when studying social groups and their behaviours. And yet, while this has been understood for decades, centuries even, its application to my field—boards—is rare. Instead, since the dawn of board research, the dominant paradigm has been to collect data about directors, the composition of the board and other data, from outside the boardroom, typically from public databases, interviews and surveys. Such approaches have been deemed acceptable because researchers have found it very difficult to enter the boardroom. Given the only place the board and its work actually exists is in the boardroom, and that the board is a social group, surely the gold standard must be to conduct long-term studies of boards in session (through direct and non-participatory observation), as Goodall studied chimpanzees?
    This issue, of using appropriate techniques that explore the subject of interest, not a proxy, was made plain by an ex-military colleague recently; his pertinent remark was, simply, “The map is not the terrain.” What seems to be the case (on the map) may not be the case (in reality). The underlying message was confronting: if you want to really understand, go there, gain first-hand knowledge. And so it is with board research. If we really want to understand how boards work, and how boards actually make decisions and influence performance, not how directors say they do when they are interviewed, watch them over an extended period. Then, possibly, you might be able discern what happens; how directors act and interact; and, even, spot associations between a strategic decision and some subsequent change in organisational performance. The findings will be contingent, of course, because the group is social, the situation complex, and external influences are many and varied.
    To date, fewer than a dozen longitudinal observation studies, of boards going about their work, have been published. And, somewhat awkwardly, the reported findings present a different perspective from that commonly asserted by others informed by research conducted away from the boardroom: The capability of directors (what they bring), the activity of the board (what it does), and behaviour (how directors act and interact), appears to be far more important than the structure or composition of the board.
    Now, as I wait to board a flight, for yet another international trip to work with boards, my colleague’s comment is ringing in my ear. And with it, a question, “What guidance will you rely on, given the importance of governing with impact?”

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    Inflection points: The times, they are a changin'

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    Have you ever thought about the arc of your career, and how things change over time—not only preferential changes, but societal and technological changes too?
    My first university degree (a bachelor with first-class honours in computing technology, manufacturing systems and management science) marked me as an engineer, of sorts. But five years into my work career, I was invited to set the programming skills down and to take on a ground breaking project. And I did, and it was good. Sales, leadership and international business development roles followed. Then, in 2001, I stepped away from an executive career having realised a preference to become a consultant or advisor. This, and a post-graduate diploma in business that followed, saw me re-marked, as a social scientist. Most recently, in 2016, I completed a third tranche of study, this time a doctorate, in corporate governance and strategy, to support my passionate interest in helping boards govern with impact and realise organisational potential. Retraining and continuing professional development has been a constant thread through my career since I first graduated from university.
    Clearly, my professional preferences and interests have moved over the arc of my professional career. And technology has too. Telex machines were de rigueur when I got my first job, but the onset of facsimile machines saw telexes and their operators cast off. Later, email replaced internal and postal mail. The arrival of the Internet, smart phones, and apps changed everything again. Jobs commonplace in 1984 simply do not exist any more, and untold numbers of new job titles have appeared too.
    Today, humanity stands on the cusp of another change: a transition some say will be transformation, a paradigm shift, in a Kuhnian sense. The emergence of artificial intelligence (AI), and its application to routine tasks (notably but not only administrative and repetitive tasks), portends the demise of a whole swathe of roles, just as jobs entitled telegram runner, mailroom sorter, and telex operator have been consigned to the annals of history.
    One area where the onset of AI strikes close to home is administrative support for boards: the role of company secretary (or, board secretary)—that role that helps prepare board agendae, record minutes of meetings and ensure various compliance items are attended to. I've been trialling Zoom's AI companion (a meeting recording system), Microsoft Co-pilot and a few other tools to document conversations. The results are astounding. Now, I am wondering whether [human] secretarial support will be required in the boardroom in the near future, for the quality of the outputs from AI tools is already pretty good. 
    Assuming these tools continue to get better, which they will, what of all the people who have trained as board/company secretaries (or the modern moniker, governance professional)? Might these people now be standing at an inflection point, even on the cusp of obsolescence? Or, will boards still need a human to check what is written and what is prepared? 
    I'd really appreciate hearing your thoughts on this, especially company secretaries and governance professionals, for whom the onset of AI has the potential to completely disrupt career choices.
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    Making space, to grow some more

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    I have been watching the leaves on a potted plant go a little yellow in recent days. Something is not right; the plant has been suffering, clearly—but why? Had I been over- or under-watering it? Or have I applied the wrong amount of fertiliser? After checking with sources more knowledgeable than me (a book in my library, but also Google), the penny dropped. The plant had become root-bound, a victim of its own success. Simply, the pot had become a constraint. The resolution? A bigger pot, to provide space for the plant to thrive once more. Now, we wait.
    Boards and companies are analogous to the pot and plant in this illustration. The pot holds the plant and provides space for it to thrive and grow. Sometimes, a new pot is the change needed if the plant is to thrive. And so it is with companies: sometimes changes are needed at the board table to reinvigorate decision-making, steerage and guidance.
    Whereas plants tend to droop, go yellow or otherwise signal poor health, tell-tale signals that it might to be time to make adjustments in a boardroom tend to be visible too. Examples include:
    • Directors no longer ask probing questions—or any questions—indicating they may not have prepared adequately or simply lost interest.
    • Director expertise no longer matches that required to properly assess performance, hold management to account, or consider investment proposals.
    • The company ‘out-grows’ the director, especially in relation to complexity and required expertise.
    • One or more directors start behaving erratically, including non-attendance.
    • Relationships amongst directors or with management become fractured.
    • An action or behaviour leads to a loss of trust.
    • Emergence of conflict amongst directors.
    • Directors starting to 'die on the vine' (long tenure).
    • Strained relations with powerful shareholders (especially relevant in closely-held private companies, family businesses and PE-owned firms).
    While this list is far from exhaustive, it is indicative. Notice many of the signals (that a director is out of their depth or no longer fit to serve) tend to be behavioural. But how might any shareholder or supernumerary know the real situation given boards tend to meet and operate behind closed doors? Something might seem to be amiss, but what, and who?
    A governance assessment (note, not a board evaluation) can be a useful tool to assess the effectiveness of the board and the governance 'system', and to diagnose any underlying problems. These should be conducted annually, by a credible independent assessor. Recommendations emerging from such an assessment need to be taken seriously. Boards that dismiss evidence-based recommendations out of hand, or make cursory adjustments only (the "sweep it under the carpet and hope for the best" tactic), should take a good look in the mirror. The response is itself  a clue—defensiveness tends to confirm that all is not well. 
    When something doesn't quite seem right, check it out. Directors serve at the pleasure of shareholders, and replacement is always an option. Often, it is a very good option; sometimes, it is the best option. Normally, a simple majority is all that is required to both appoint and remove a director. To give the director the benefit of the doubt is rarely the best option. Finally, if a decision is taken to remove a director, act on the evidence quickly, but do so quietly. 
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    On commitment: how far will you go?

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    Several times in the past year, I have been asked for advice, even to intervene, in situations where relationships between board members have become strained, or shareholders have fallen out—with each other or with board members—over differing expectations around returns and/or succession. Each situation has been both complex and demanding, for they involve people and human emotion.
    The following vignettes are illustrative of the types of things that can go wrong and the ensuing behaviours of various actors:
    • ​Four directors of Christchurch City Holdings Limited have resigned following a relationship breakdown with CCHL’s shareholder, the Christchurch City Council. Reports suggest the shareholder wanted dividends paid at levels the board thought was above what CCHL could sustainably provide. Despite considerable effort to resolve the matters, four directors have decided that the demands are unreasonable; enough is enough, and they have walked away. One, Abby Foote, is an esteemed director and Chartered Fellow of the Institute of Directors.
    • A large-scale family company has been experiencing some difficulties, and several ‘next generation’ leaders think the patriarch should step aside. The company has a long history of success and balance sheet growth, and it has enjoyed a positive reputation in the market. But now, the patriarch, who thinks he is still the best person to run the business despite poor health, has become a stumbling block. The sole independent director can no longer claim to be independent either, as she has been captured by the patriarch. Family members are frustrated, and company performance is languishing.
    • The shareholders of a business active in agriculture and forestry in two countries have found themselves at odds over the future of the business. The largest livestock unit has struggled to make a profit in recent years, and the trees on the main forestry block are reaching maturity. Some brave decisions need to be made to secure the future of the business. Some of the shareholders have sought advice from a consultant, and they seem to be comfortable with the advice (to harvest the trees to fund continued dividend payments that they have come to rely on), despite a clear conflict of interest (the consultant is a shareholder of a lumber milling business that stands to gain from the harvest). Other shareholders want to engage some independent advice and take a longer-term approach to sustainable performance and value creation.
    As is typical in board and shareholder matters, options are many and resolutions are far from clear cut. What options might a capable independent director consider in such circumstances?
    • Should they try all reasonable options (such as the CCHL board appears to have done), but reserve the option of resigning if a satisfactory resolution cannot be achieved; or,
    • should they steadfastly remain loyal to the shareholder who appointed them, even if they disagree and are no longer being effective; or,
    • ​should they continue to try to achieve a resolution having noted the duties owed and fiduciary responsibility, despite the risk of legal challenge and reputational damage?
    These are questions of commitment and duty. Directors need to not only recognise this, but consider options amidst ambiguity, and work within the constraints of the law and what is ethically acceptable. Essentially, these questions ask how far a director is prepared to travel, how hard they are prepared to work, how long they might prepared to wait before enough is enough. Are they prepared to make decisions that may be unpopular or even unpalatable, because such decisions are in the best interests of the company? Will they go to the ends of the earth, so to speak? Or does the preservation of reputation rank more highly than acting in the best interests of the company—essentially, will they bail when the possibility of reputational damage arises (as several directors of Wynyard Group reportedly did just before the company failed several years ago)?
    Directors would be well-advised to have asked themselves these questions before they accept an appointment. They should also be prepared to act (step away) if the thresholds they set themselves are surpassed, or if they no longer have the expertise or courage to act.
    Of the directors you know, how many possess the wisdom and maturity to act diligently, in the best interests of the company?
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    When things go wrong...what can be done?

    Boards, and an oft-mentioned but mysterious concept—governance—are topical. Daily, it seems, these terms feature in our newspapers and on social media, usually because something has gone wrong. And when it does, ​the chattering class is not slow to react. Typically, the targets of their comments are the board and management of the organisation.  That seemingly strong organisations suffer significant missteps—or even, fail outright—on a fairly regular basis is worrisome; the societal and economic consequences are not insignificant. What can be done?
    Recently, the inimitable Mark Banicevich invited me to discuss boardroom success and failure, and to offer guidance that boards wanting to lift their game may wish to consider. 
    Hopefully, our discussion is helpful and enlightening. Regardless, I welcome questions and comments, either here or send me an email.
    This is my second conversation with Mark (the third will be published in May). If you missed the first, you can access it here: Governance around the world.
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    Around the world, in twenty minutes

    Recently, I had the great fortune to sit with Mark Banicevich, a business leader, to record a set of three fireside chats for his Governance Bites series. Mark was keen to get my take on several topical aspects of boards and governance.
    The first of the three conversations is now available to watch. (The second and third conversations in the series will be posted in April and May.) In this conversation, we explored board work in various jurisdictions, noting differences and similarities along the way. 
    While a 20-minute whistle-stop conversation is hardly sufficient to do the task justice, I do hope it encourages you to explore further, and is a catalyst for some conversations. 
    And, may I ask... is the commentary helpful or not? What do you agree or disagree with? I'd be glad to hear your thoughts, either in the comments section below, or directly, if you prefer.