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    Reading through the seasonal break

    Corporate Governance Director Development Readings Research Teaching
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    I have the good fortune of meeting many hundreds of people every year—aspirational and established directors, board chairs, executives, journalists, shareholders, MBA students, doctoral candidates, lobbyists, regulators, policy analysts, conference organisers, and more besides. Sometimes, contact is fleeting; sometimes it is enduring, as we work together to gain insight, educate, or tackle a difficult problem.
    One question that keeps coming up (besides the big three, namely, what is corporate governance; what is the role of the board; and, how should governance be practiced) is, "How do I stay current and relevant?"
    The answer is straightforward. I read, a lot.
    Every morning—well, at least six days a week—I dedicate 90 minutes or more, to check newsfeeds, blog posts and emails that have arrived overnight. The primary goal is to ensure I have sufficient awareness to engage well with colleagues and clients on topical matters. Some people call this continuing professional development. I prefer a simpler description: reading to keep up.
    This commitment is, I find, a bare minimum because it does not afford space to read widely and think deeply about ideas, perspectives and the human condition. For that, I read books; sometimes in the evenings, but most often on flights and during holiday breaks. Why? Because I have time to think and mark (in pencil in the margin if a physical book, or electronic bookmark if an e-book) specific points to investigate further.
    Several people have asked what I'm reading. Here is a list of books either under way or to be read this summer break. Notice only one is directly linked to my board and governance work. That is intentional. Reading widely means, to me, reading beyond normal boundaries to discover new ideas and ways of thinking about things.
    This list is a selection of the books awaiting my attention. If you read, I'd love to hear any recommendations!
    Enlightenment Now
    Steven Pinker
    The Matter with Things
    Iain McGilchrist
    The Evolution of Corporate Governance
    Bob Tricker
    On Certainty
    Ludwig Wittgenstein
    SOE (Special Operations Executive)
    M. R. D. Foot
    Seven Pillars of Wisdom
    T. E. Lawrence
    Nine Quarters of Jerusalem
    Matthew Teller
    The Unbroken Thread: Discovering the Wisdom of Tradition in the Age of Chaos
    Sohrab Ahmari
    South
    Sir Ernest Shackleton
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    Regulatory interventions to drive better outcomes: A bridge too far?

    Accountability Corporate Governance Integrity Sustainability Tough Questions
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    The practice of corporate governance has garnered much attention over the past couple of decades; curiosity about boards growing each time news of a corporate failure and serious misstep becomes public. While those with axes to grind are quick to jump on their hobbyhorses, failure studies indicate that suggestions of hubris, malfeasance, narcissism, ineptitude, incompetence and poor engagement are not without basis.
    More recently, a wider group of so-called stakeholders and claimants have raised their voices, arguing that companies are having a negative effect on a range of social and environmental concerns. The ESG initiative, established in 2005 to put pressure on boards to report their activities and performance more fully, has become a movement (even an industry for personal and professional gain in the eyes of some). 
    On the weight of evidence presented in the media, it would be easy to conclude that practices of companies, and the system that underlies modern commerce—capitalism—are detrimental to sustainable life and wellbeing. Firing shots at boards and companies is easy, because they are visible and command media attention. But are such responses justified? What if the assumptions and motivations that underpin investor, regulator and activist critiques are flawed, or the bases for regulatory interventions ill-advised?
    Some companies deserve criticism, of course. They should be called out and held to account. But many (most) operate within their means. Unsurprisingly, the boards of some reputable companies are reportedly pushing back on the expectations of some institutional investors, which, they say, have become over-prescriptive and formulaic. Alongside, some boards say new disclosure reporting rules being introduced, by the FSB Task Force on Climate-related Financial Disclosures (TCFD) amongst others, are counterproductive—for they add costs without any apparent benefit.
    Together, this begs an awkward question: Are the actions of some, who claim to be acting in the name of sustainability and a fairer society, actually an attempt to exert power and control for their own purposes? And, if so, are current attempts to establish regulations to enforce certain practices on companies reasonable or are they a bridge too far? It is little wonder that relationships between some boards and shareholders are starting to fracture, and society is becoming tribal.
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    The craft of board work; 21 years on

    Corporate Governance Governance Leadership Management Performance Research Sustainability
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    Twenty-one years ago this week, I embarked on a journey to pursue a dream: to help directors and boards become value creators, realising the potential of the companies they govern. At the time—four weeks after the terror attack on the World Trade Centre—governance was hardly known as a word, and most boards had a strong compliance orientation. I had no idea whether the dream was realistic, much less attainable. But, at 39 years old, the calling was strong—compelling even. So, I took a deep breath and walked away from a great company and international role, armed solely with a strong belief that I might be able to add some value. I was told that stepping away from financial security and the makings of a stellar international career was crazy. But the decision had been made.
    I found that people would happily talk about their situation and what they wanted to achieve if they thought you were genuinely interested in them. That insight has provided the foundation for everything that followed—including working with thousands of directors in 45 countries across five continents, serving on boards, delivering hundreds of talks and leading many education sessions. The 2012–2016 period dedicated to complete doctoral research, to try to answer that most difficult question of how boards influence company performance provided a breakthrough that I hope, one day, will be taken up widely: the Strategic Governance Framework. To have met and spent time with doyens of corporate governance, strategy and leadership along the way—including Bob Garratt, Bob Tricker, Charles Handy, James Lockhart, Jenny Darroch, Roger L. Martin, Rita Gunther McGrath, Silke Machold, Stuart Farquhar, Andrew Kakabadse and many more besides—has been inspirational. I am indebted to everyone who has spared a few minutes to answer questions and share insights.
    Other highlights include sitting with directors in India, Eastern Europe and other places well off the beaten track, to listen; experience their thirst for insight; and receive their gratitude for what little I had to offer. 
    Without exception, everyone I've met and worked with has wanted to find ways to guide and steer the businesses they govern with greater effect. To have been asked to contribute has been a honour. ​
    Thank you to every established director, board trustee, and board chair; every aspiring director; every chief executive and leadership team; every MBA student, researcher and associate; everyone who has heard me speak or read my articles (note: all my articles and blog posts remain available today); every regulator and government who sought confidential assistance; and, untold others I've never met. Thank you for considering my submissions and arguments, for believing in me, for encouraging me and for engaging me.
    Today, 21 years on from stepping out of the boat, the calling remains strong. I remain available to serve for as long as boards and directors call for assistance, and my ability to contribute allows. To that end, and with the passing of the pandemic, I am available once more to travel to meet in person to understand and speak into situations. So, if you have a question or want to discuss a problem, please get in touch. I stand ready to serve.
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    The craft of board work: Northern tour

    Accountability Corporate Governance Decision Making Governance Leadership Performance Speaking Engagements
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    The passing of the Covid pandemic has been a great relief for many; boards of directors are no exception. Several weeks ago, I visited Sydney, Australia to meet with directors, boards and leaders of membership bodies. The feedback was clear: if companies (and through them, economies and societies) are to prosper, boards need to start thinking strategically again. Last week, more grist to the mill. During a successful visit to Bengaluru, India to lead a Board Immersion Programme for a globally-known FMCG company, the question of how boards can add value was front-of-mind throughout.
    Today, I'm delighted to announce my first post-Covid visit to the United Kingdom and Europe, to continue the advisory work there.
    From November 16th through 25th, I will visit the UK, several EU countries, and elsewhere as required, to respond to requests to speak, and to help boards respond well as they pursue sustainable business performance. This includes:
    • Advisory sessions (individual board and executive team)
    • Keynote talk on sustainability issues
    • Half-day immersion workshop to consider modern governance practices
    • Confidential briefings on emerging issues
    • Guest lecture to post-graduate students
    Do you want to meet in November? Regardless of whether you have a specific request or a general question, please get in touch. I'll respond promptly with some suggestions for your consideration.
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    Thinking about difficult problems, deeply.

    Accountability Corporate Governance Decision Making Effectiveness Governance Leadership Performance Tough Questions
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    I’ve spent quite a bit of time in recent weeks thinking about problem solving; my attention drawn, in particular, to problems that fall between simple (for which answers are self-evident) and wicked (easily defined, but for which an answer is elusive due to incomplete or contradictory information, or changing requirements). Difficult problems are those that can be solved, but answers are far from evident, even following careful enquiry. The BBC Series, The Bomb, explores a case in point. Nuclear fission was discovered to be theoretically possible (Leo Szilard), but considerable effort over the following decade was required to finally tackle the problem in practice.
    So-called ‘difficult problems’ require, clearly, intentional enquiry and, often, patience. As with gravity and magnetism, the underlying explanation (resolution) cannot be observed directly, only through its effects. So, deep and critical thinking is needed, if a resolution is to be discovered.
    Such problems are familiar territory for boards: if they were straightforward, management teams would resolve them. And therein lies the challenge for directors: the underlying cause of a problem raised to board level tends to be hidden under that which can be seen. And what is more, any linkage between the problem, the underlying cause, what can be observed, and any subsequent effects or impacts (note: plural) is tenuous and, almost certainly, contingent.
    If boards are to be effective in their work (governance: the means by which companies are directed and controlled), directors need to be alert, astute and actively engaged—more so because resolutions to difficult problems cannot be discerned directly. Thus, directors need to think beyond what is written in board reports, and what is apparent when reading other materials. Those who think they can get away with quickly reading board papers a few days before the upcoming meeting are kidding themselves.
    If directors are prepared to read widely across a range of topics, allocating 1–2 hours per day for six days every week, to consider ideas and think deeply, the likelihood of uncovering possibilities and solution options is greatly enhanced. Indeed, the correlation between, on one hand, time spent reading and thinking deeply, and on the other, high quality decisions is stark. Time and critical thinking matters, if directors are to add value.
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    Wither accountability?

    Accountability Corporate Governance Decision Making Ethics Governance Tough Questions
    During June, I spent most of my discretionary time reviewing articles about corporate scandals and failures, as reported in the mainstream media and academic press, and discussed on social media. They made fascinating reading, not only for the summaries, but also the amount of finger-pointing and defensiveness—an indication that accountability was missing in action in most cases.
    Consider the Carillion, Wirecard and Petrobas cases, all mentioned in a recent Financial Times feature article (paywall, sorry). The discussion concentrated on the accounting and audit professions; the questions being whether they should have detected the problems, and whether ethics should be a consideration. These are good questions, but they sound a little like positioning an ambulance at the bottom of the cliff. Disclosures, in the form of annual reports, audit statements, and various ESG-related reports, are necessary. But they are just that; disclosure reports. And the more complex the reporting and disclosure requirements, the more time management and the board needs to spend preparing and checking reports, to meet expectations. And with greater focus on reporting and compliance, the greater the likelihood that accountability will become discretionary.
    Accountability is one of four foundational elements of corporate governance. There are two aspects, namely, boards are charged with holding management to account, and they need to provide an account to legitimate stakeholders. (The others are the formulation and approval of corporate purpose and strategy; policymaking; and, monitoring and supervising management, to ensure the company is operated and strategy achieved within prevailing statutory and regulatory boundaries. Together, these four elements comprise the Learning Board Framework, a proposal described in The fish rots from the head, a book written by Bob Garratt, a doyen of corporate governance and board work, circa 1996. The LBF is the single-best approach to board activity that I have come across in my twenty-five years of board and governance practice and research, bar none.)
    As in life, enduring success in business (meaning, achieving and sustaining high levels of organisational performance) can be attributed to many things. These include, inter alia, a great idea, a clear and coherent strategy, excellent execution, capable and highly-motivated people, forces of nature, timing, effective leadership, luck (yes, luck), and more besides. Yes, success has many sources, even to the point of being idiosyncratic. 
    Failure is different. Even a cursory study of corporate failures reveals several common themes, most of which can be readily traced back to the boardroom:
    • hubris
    • ineptitude
    • malfeasance
    • incompetence
    • questionable ethics
    • corporate governance misunderstood
    • wrong expertise mix
    • weak engagement
    • lack of time
    Almost all of these themes emerge from poor behaviour and a leakage of accountability. Knowing what to do is one thing, knowing how to behave (and behaving) is quite another. Fortunately, help is at hand. Insights from research suggest five underlying behaviours are necessary if boards are to contribute well. These include strategic competence, a sense of purpose, active engagement, collective efficacy and constructive control. If any one of these is absent, the likelihood of the board exerting any meaningful influence or adding any value drops to nought. (If you want more information on this, please get in touch.)
    One final comment: The role of director is founded on trust—the fiduciary responsibility. And from this flows accountability—in role and in relationship. If boards place a low value on accountability, by not holding management to account for the achievement of operational and strategic goals; rubber-stamping advice from suppliers such as lawyers, accountants and auditors; or, not providing a candid account of performance to shareholders, regulators and other stakeholders, they deserve ​what comes their way.