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    AI: a satisfying elixir, a fizzy diversion, or something else?

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    This is the first of three articles to be posted on consecutive Fridays through July. Read on to learn about PwC's research(*) on board work and director contributions, and how boards intent on governing with impact might respond to identified gaps.

    Much has been made about artificial intelligence in recent times; familiarity growing to such an extent that ‘AI’ has become ubiquitous, a word in and of itself. Expectations are sky high, that is clear. But what of competency, application, and, crucially, return on investment and beneficial outcomes?

    Over the past 12–18 months, almost every speaking invitation I have received, and every request to curate a capability-building workshop or provide advice, has included, in some way, an expectation that I’d comment on AI in the boardroom. Whether expressed as AI governance, AI powered board decisions, the AI director, or some other variant, folk seem to be rushing, headlong to embrace AI.

    That this is happening is self-evident: just look at social media feeds and newsletters from directors’ institutions. But board directors are not lemmings: they need to think critically about their work (which is, to provide effective steerage and guidance—govern with impact) and their duty to take the company into the future, not run headlong into whatever might be around the corner. 

    PwC's research suggests that, while AI is top of mind in most boardrooms and expectations are very high, some major gaps are starting to become apparent. For example:

    • Currency gap: Over one third of directors surveyed (38%) say they lack adequate education on AI developments, and nearly half (43%) say their top concern is keeping up with the pace of change. 
    • Impact gap: Only 12 per cent of CEOs say they have successfully reduced costs and increased revenues as a result of AI deployments; over half (55%) have seen no progress on cost reduction or revenue increase (including 13 per cent who have seen costs increase with no revenue impact).

    These gaps, and others, have the potential become chasms, unless directors come to terms with the changing environment and boards respond well. Fortunately, directors (individually and collectively) are not devoid of options:

    • Continuing education: If directors are to maintain relevance, they need to detect and critically assess emerging trends, cultural shifts and market preferences.  For this, directors need to commit time to read widely, attend briefings from a range of sources, and ponder options. Five to ten hours per week is not unreasonable. 
    • Purpose and strategy: Many corporate strategies are strategic in name alone; they are more accurately either fluffy vision statements without substance, or detailed plans without a clear sense of direction. In high change environments (especially), directors need to insist on strategic reviews twice or three times per year, to check the continued relevance of previously agreed strategic priorities and projects, and make adjustments if needed. This is not planning, nor is it management. It is reviewing overall direction and pathway, given what lies ahead. Clarity on purpose and strategy will enable the executive to empower teams to explore options to expedite approved strategy, and reject projects that have no direct linkage to the advancement of strategic goals.
    • Frequency of meetings: In high-change environments, a lot can change between board meetings. Directors should consider meeting more frequently during periods of high change, or to oversee a strategically important project. But caution is needed, to avoid real-time dashboards and reporting feeds; the board's job is to govern not manage!
    • Capability and expertise: Boards need to ensure they have the right sort of expertise available, to understand risks and opportunities, and make informed decisions. Annual governance assessments, conducted by a credible third party, is recommended. The findings will help identify capability and expertise gaps, especially in relation to critical thinking, deep sector knowledge, technical expertise, and behaviours necessary to provide effective steerage and guidance in a turbulent environment.

    From all I have read to date (which is a lot), AI tools promise material benefits to companies wanting to gain operating efficiencies and improve customer service. However, emerging evidence suggests AI is not a silver bullet. If directors are to add value, they need to be both informed and vigilant: A useful starting point is to check if (and if so how) any proposal might expedite progress towards the company's purpose and strategy. 



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    Decimal currency...an example of coping with change

    Artificial Intelligence Boardcraft Capitalism Change Complexity Corporate Governance Effectiveness Leadership Productivity Societal Wellbeing Value Creation
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    Fifty-nine years ago, on 10 July 1967, New Zealand adopted decimal currency. The then Finance Minister, Robert Muldoon, championed the change from pounds, shillings and pence, to dollars and cents. Many older people struggled to make the change. After all, they had had a lifetime of operating within a completely different paradigm. But now, almost six decades on, we take decimal currency for granted. What changed?

    Some people seem to embrace change well, others tend to be much more comfortable with the status quo. Some openly resist change. Society is, by definition, dynamic. Therefore, change is normal and natural. And the way we react/respond to change can have a significant bearing on our quality of life. Time is a factor too. 

    Companies, as are microcosms of society, are not  immune to change either. The emergence of new technologies (think: decarbonisation, AI), expectations expressed by shareholders and stakeholder and activist groups), and competitors, not to mention geopolitical changes and natural disasters, have the potential to completely upend a once-high performing business.

    How do you and the board you serve on cope with change?

    As a board director, are you a pioneer, on the vanguard, championing change initiatives? Or, are you one back, happily embracing changes that others define? Perhaps you are more ambivalent, simply accommodating change when it comes? Or, do you tend to be resistive, because keeping safe and protecting inherent value is more important to you?

    In practice, these mindsets are, to a greater or lesser extent, present at every board meeting. Sanguine-types, who tend to be enthusiastic about new options; driver-types are all about the outcome; guardians, who tend to be detail-oriented and strive to protect what is in place; and, phlegmatics, who want to know everyone is agreeable before moving on.

    That there are differing mindsets is a good thing, for it helps consider change from different perspectives. No board director needs to ‘cope’ alone. But, as with the adoption of decimal currency, the decision itself is not the greatest challenge: after the decision the board needs to  ensure the desired outcome and associated benefits are realised in practice. And that is what differentiates a great board from the rest. Such is boardcraft.

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    Checking the big picture: Are we still on track?

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    The prospect of looking back on the year past at this juncture seems a little odd, even presumptuous, given five weeks remain in 2023. And yet, with the onset of the holiday season (Christmas, Hanukkah, Diwali, as relevant in your cultural setting), I have noticed minds are starting to turn; casual comments in my hearing indicate some people are starting to reflect on the year soon-to-be-gone; others upon what the future might hold.
    As someone called on to think broadly about organisational challenges and opportunities, and to share insights that might be helpful to helping boards govern with impact or realise organisational potential, I too, take time to ponder. To think about what has passed, what lies ahead, and how one can help is not only smart, it is vital—if one is to learn, make adjustments to stay on track and achieve goals and, over time, become a better person.
    Turn now to the person you see in the mirror. What did you set out to achieve in 2023? Did you set specific goals? If so, have you checked progress? Are you still on track? ​Have you taken into account changes in the environment around you and made adjustments, or have you pressed on in spite of changing circumstances? As a leader, you owe it to yourself—and all those you interact with—to check progress periodically and make adjustments if you have veered off track or lost sight of the goal.
    For the record, my goal for 2023 was audacious; to ensure every director and board I had the privilege of serving, globally, derived some benefit from the interaction. The goal was audacious because 'every' set a high bar; essentially, it left no room for slippage! Thankfully, feedback to date suggests I'm doing OK. Hopefully, the feedback still to come is consistent with that received through the year. If it is, I'll wrap up the year contented; tired but contented.
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    Picking an adjective...

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    When aiming to achieve something in business, is it better to be good, or effective, or both? ​Should boards for example pursue good governance, or prioritise effectiveness? And, are these qualifiers mutually exclusive, or can a board claim both? These 'challenge' questions have beset contemporary boards of directors, more so as various stakeholders have sought to impose their expectations and ideological preferences onto corporate values, purpose, strategy and decision making.
    If these questions are to be considered and answered well, agreement on the meaning of the adjectives is necessary. To wit:
    • 'Goodness' speaks to benevolence and decency—of doing the right thing. It conjures an ethical or moral motivation, of acting in the best interests of someone else. 
    • 'Effectiveness' is about producing an effect or achieving a goal, result or outcome.
    Instinctively, good governance sounds attractive. It satisfies a human condition; of doing the right thing and acting in the best interests of someone else (a particular stakeholder interest, for example). But what if doing the right thing has the effect of compromising the competitive position of the company; the achievement of agreed performance objectives; or, potentially, the viability of the company? And, what might be considered good by one person or group may not be upheld elsewhere. Turning to effectiveness, the threshold is more objective—either the goal is achieved or it is not. But, what if the pursuit of an agreed objective results in environmental or social harm, or some other negative consequence?  That is not acceptable either.
    Given the extremes, some sort of balance is needed, in the same way that every board must ensure conformance requirements are satisfied (compliance, value protection) and performance objectives are achieved (value creation). If this is reasonable, should a different adjective be used, to more adequately describe the value of the board's work?
    My recommendation: drop goodness and effectiveness, for one (at least) is highly subjective and has become emotively charged (think, what ESG has become), and the other focuses more on the goal without necessarily considering unintended consequences. Ultimately, in extremis, neither is sustainable without the other. Instead, boards should pursue enduring impact.
    Boards that strive to be effective in role without incurring social or environmental harms are more likely to exert a positive and enduring influence beyond the boardroom (that is, have impact). As a result, they should be well-regarded by shareholders and legitimate stakeholders as well. The Strategic Governance Framework offers insights to boards intent on realising the full potential of the companies they govern.
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    Misalignment: The elephant in the room

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    News of Emmanuel Faber's dismissal as executive chairman of Danone, a French food conglomerate, has caused quite a stir. Mr Faber, a fervent proponent of stakeholder capitalism and ESG, had led the company for seven years. Since 2017, he has held both the chair and chief executive roles (a situation disfavoured by many investors, academics and advisors due to concentration of power risk). Though charismatic and influential, the record shows that company performance has languished under Mr Faber's leadership, and staff turnover increased too. Clearly, something was amiss.
    Sustained pressure from activist investors, disgruntled by Danone's performance (relative to its competitors, over several years), finally elicited in a response. The Danone board decided to separate the chairman and chief executive roles; Faber would remain chairman of the board and a new chief executive would be recruited. But this attempt by Faber to placate the activists while also retaining power was received poorly. Faber was, in the eyes of the activists, a lead actor and, therefore, a big part of the problem. He had to go they thought. Realising this, the board ousted Faber.
    Proponents of both stakeholder capitalism and shareholder capitalism have taken Faber's demise as an opportunity to come out from their respective corners to argue the merits of their favoured ideology. The purpose of this muse is not to add to that discourse; it is to consider another matter brought in to view by the case at hand: that of misalignment.
    If a Chief Executive acts against the direction of the board (or without the board's knowledge), or if a board is disunited over a strategically important matter (purpose or strategy, especially), company performance (however measured) will inevitably suffer. Danone is a case in point. 
    Matters of misalignment, either amongst directors or between the board and chief executive, need to be resolved promptly. Similarly, if purpose and strategy are clear, coherent and agreed, but subsequent implementation is poor or ineffective (the saying–seeing gap), the board probably has a leadership problem. ​Attempts to satisfy all interests—appeasement—rarely achieve satisfactory or enduring outcomes, as Neville Chamberlain discovered in 1938–1939. 
    Directors need to be alert (individually and collectively, as a board); united in their resolve to pursue agreed goals; and, their tolerance for underperformance must be low. If the board is complacent in the face of misalignment or poor strategy execution, and it does not act, it becomes part of the problem. Sooner or later, shareholders will notice, and it is reasonable to expect they will act, to protect their investment.
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    It's time to hold Boards accountable

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    The role the judicial system plays in the governance ecosystem—dealing with fraudulent directors, company failures and company liquidations—eats me up. So much value is lost through inappropriate boardroom behaviours and decisions. And shareholders are left to pick up the pieces (and in far too many cases, bury them). Commonsense tells us that it is far better to avoid danger than pick up the pieces afterwards. But how can and should boards improve their performance to avoid fraud or failure events?

    Carly Fiorina, an experienced director and previously CEO of ICT giant HP, wrote an interesting piece today. You can read it here. She made some insightful observations:

    • Too many Board members serve too long
    • Too many board members go along to get along
    • Dominate voices and cliques can reduce decision-making quality
    • Some board members don't understand the business
    • Some board agendas are too full
    • Conduct self-assessments and performance reviews
    • Institute term limits
    • Make board appointment process transparent
    • Make board (and particularly decision-making) processes transparent
    • Shareholders should hold board accountable (through questions)

    While Carly's comments reflect her US-centric experience, most of the observations and antidotes are equally applicable in other countries, including New Zealand. Notice most of Carly's antidotes relate to process and behaviour, and not to director competence (competence is addressed in antidote one only). Carly's call to hold boards accountable is on the money—because boards hold the ultimate responsibility for the performance of the organisation. 

    In my experience, the challenge most boards face in this regard is one of implementation. How does one implement an effective governance framework that improves the prospect of good company performance and holds directors accountable? The recently updated The Four Pillars of Governance Best Practice (published by the Institute of Directors in New Zealand) provides a very useful starting point. This document provides useful best practice guidance and a clear code of practice—all aimed at helping directors and boards avoid the sort of carnage (and the expensive involvement of the judicial ecosystem) that we read about far too often in the newspapers. I commend it to all directors and CEOs.