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    Towards a "strategic board"

    Many commentators—academics and practitioners alike—have suggested that corporate governance is an complex task. I agree. In the context of maximising company performance, Boards must satisfy many demanding (and often competing) priorities: the legal and compliance requirements of their jurisdiction; monitoring of company performance; management of risk; future directions (strategy); hiring (and sometimes firing) of the CEO. It's a busy job, and it's one that takes time and commitment to do well.

    Many commentators—academics and practitioners alike—have suggested that corporate governance is an complex task. I agree. In the context of maximising company performance, Boards must satisfy many demanding (and often competing) priorities: the legal and compliance requirements of their jurisdiction; monitoring of company performance; management of risk; future directions (strategy); hiring (and sometimes firing) of the CEO. It's a busy job, and it's one that takes time and commitment to do well.

    The steady stream of corporate failures in recent years, and board indiscretions, suggests many Boards are simply not doing their job well however. Why is this?

    • Are director's schedules too full to give each Board the necessary time and effort?
    • Are Boards defaulting to the arguably "easier" task of risk management and performance monitoring, and taking their eye of strategy and future value?
    • Are directors simply not asking the right questions?
    • Is the safety of groupthink dominating the challenge of debating diverse options?

    Researchers have investigated many aspects of governance, including structure, composition and boardroom behaviour, in an effort to understand how boards work and how they contribute to performance. Independent directors have been held up as crucial to maintaining distance from the CEO and overseeing performance effectively. Gender (and other) diversity has been promoted heavily in many quarters. The forming of a strong team through high levels of engagement and "desirable" behaviours has also been explored. As yet, none of the research has exposed any conclusive results in terms of increased company performance.

    In my view, the prevailing theory of governance (agency theory), which underpins most governance frameworks today, is flawed. It is an adversarial model that assumes management cannot be trusted and needs to be closely monitored. This theory (and various incarnations arising from it) has not delivered the results the original proponents expected—despite many decades of trying.

    Rather than continue to dogmatically pursue a flawed model, we need to move on. The goal posts need to be moved—from a focus on compliance, structure, composition and behaviour, to a focus on strategy and value. The notion of a strategic board suggests a focus on future performance and value maximisation; on engaging with management and other stakeholders to develop strategy (together, not in isolation); on high levels of engagement, to understand the business and the market; on critical thinking and an independence of thought; and, on robust debates which explore a wide range of strategic options (diversity to avoid groupthink). 

    Imagine what Board meetings might be like if the focus changed. They'd probably last longer. There may be heated discussions. Directors would be read their papers before meetings, and they would be engaged. Necessarily, directors would sit on fewer Boards, because they'd be spending more time (making better decisions) on each one. But perhaps, if Boards were bold enough to change their focus, they might become more effective. Perhaps. Here's hoping.

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    Available for meetings in Australia or South-east Asia (Feb '13)

    As mentioned last week, I will be presenting a paper at the ICMLG Conference in Bangkok, Thailand. The conference dates are 7–8 February 2013.

    If you require any assistance with strategy, governance or related topics, and would like to take advantage of me being in the region, please let me know. I have time available immediately before and after the conference—and am happy to meet with Boards, CEOs or any leadership group in Thailand, Singapore, Malaysia, Indonesia, Hong Kong or Australia, if required.

    Please contact me directly if you have a requirement.

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    When the penny drops and the fog lifts...the view is great

    Have you experienced the pure delight, the visual symphony, of looking to the horizon after reaching the pinnacle on a seemingly unending trek? When the view changes from the near detail of the next step to the overall context? Yesterday, I had exactly this experience with my research. After spending several weeks wading through a great pile of weighty tomes, academic articles and handwritten notes, feeling somewhat daunted by the seeming lack of progress, a penny dropped and the fog that'd been masking my view lifted.

    All new knowledge needs to be built on a worldview (technically, an ontology and an epistemology). In my case, discovering the most suitable starting point for my governance research. I've been struggling with this, because the theory of knowledge doesn't come naturally to me at all. Much of the governance research to this point has employed positivist (financial analyses), post-positivist (structure and composition research) or constructionism (boardroom behaviour) worldviews.

    Unfortunately, much of the research to date has revealed very little about the impact boards have on performance. Therefore, my work needed to look at the problem quite differently if any progress was to be made. The new lens finally became clear during a meeting with my Supervisor yesterday, when we explored a couple of seemingly left-field ideas that I'd been investigating in recent days. An intense 30-minute discussion around the whiteboard was all it took. The path forward became clear. And in case you're interested, the worldview is pragmatism, supported by a multiple-case study design and grounded theory.

    With the launching point now clear (in my mind, at least!), it's time to pause for a coffee and admire the view, before heading onward and upward again to face the next challenge. Thank you to everyone who has encouraged me in recent weeks, I (now) appreciate it.

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    Why should we establish a board anyway?

    I get asked this question two or three times most months. Like any social institution, companies are complex and their success is subject to many variables. As far as I am aware, there are no cookie-cutter models that reliably deliver "point and shoot" type results. However, there are things company owners can do to increase the chance that their company will be successful. One of these is to establish a governance board. I'd like to suggest that a first board (or any board for that matter) can offer considerable value in three areas:

    • First: strategy. Strategy is now widely (but not universally) accepted as a major role of the board. Owners are typically very busy, and they often can't see the wood for the trees. Also, many are not that good at generating or considering strategic options. A couple of carefully selected board members with well-developed strategy and critical thinking expertise can be really helpful to help understand the environment and set an appropriate course to navigate.
    • Second: monitoring. Again, owners/shareholders are very busy! A board will help determine whether the company is performing to plan or not, and help sort out any remedial actions that may be required.
    • Third: connections. Gaining access to resources (capital, skills, customers) can be a real challenge for smaller business owners. Directors can help in this regard, because most have a wide network of contacts and are happy to make introductions to secure access to much-needed resources.

    These comments are offered in the context of owners of smaller companies becoming comfortable to "let go"—to open the financial records, to reveal the inner workings of the company, and to invite others to contribute to the generation of ideas and strategic options. These are all big hurdles for many owners. Yet they are hurdles which, if vaulted, can have big payoffs, through increased performance and a more sustainable future.

    How does one get started down this path? Talking to people with experience is the best option in my opinion.  I am a strong advocate of professional bodies and organised networking groups. They are a good source of information, real-life stories, and, importantly, potential directors. Many of these groups schedule events where more experienced directors, researchers, business owners and CEOs to share case studies (good and bad), to help inform owners that might be considering an external board.

    One final point. As an owner or shareholder you hold the control! You decide whether to establish a board or not, and you appoint the directors. And if things don't work as expected, you can (and should!) make changes.

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    Decimal currency...an example of coping with change

    Forty-five 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. Forty-five years on, we take decimal currency for granted. Yet at the time, many older people struggled to make the change. After all, they had had a lifetime of operating within a completely different paradigm. This set me wondering...

    When society (typically the government of the day) decides to embrace a nation-scale change, what challenges does that throw down? 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.

    How do you cope with change? Are you on the vanguard, leading change initiatives? Or are you one back, happily embracing changes that others define? Are you perhaps a bit more ambivalent, simply accommodating  change when it comes. Or, do you tend to resist change? I'd love to hear your story.

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    Not-so-straight thinking

    Most decisions we make are subject to some form of bias or pre-conditioning. Most of us think we are straight thinkers, but our biases can mess with our heads and can cause us to make poor decisions. Business Insider just published a list of 61 (yes, sixty-one) behavioural biases that can compromise the quality of the decisions we make.

    Read about them and how to deal with them here. It won't take long to work through them. I suspect the quality of the decisions you make tomorrow and in the future will be the better for it.