Tags

  • Published on

    On the director–shareholder relationship

    Accountability Decision Making Ethics Governance Performance
    It had to happen. Someone just asked one of 'those' questions. Should boards of directors communicate with shareholders? Great question Lex Suvanto! You can read his blog post here. Amongst his comments, Suvanto makes two quite startling observations: 
    Many directors are passionately against the idea of engaging directly with shareholders.
    Directors also correctly point out that the board should not say anything out of step with management anyway, so they question the value of this effort, especially given limited available time that directors can devote.
    These observations, and others in the article raise important supplementary questions about how boards conceive their role and the mindset of directors—including these:
    Ultimately, appropriate responses to these questions are straightforward if boards understand the statutory framework and directors have a clear understanding of both why boards exist and what boards (should) do (i.e., corporate governance).
    ​Directors are appointed by shareholders to ensure the effective operation of the company, in accordance with shareholder wishes (whatever they might be). If the senior-most decision-maker in the company is the board, is it not reasonable to expect the board to both understand what the shareholders want from their investment and subsequently provide an account to those that put them there? I think so. Suvanto's article contains some helpful suggestions to get started. I'm available if you want to chat further.
  • Published on

    On boards, #Brexit, bravado...and reality

    Accountability Decision Making Ethics Governance Performance
    News emerged today that many FTSE 250 company boards had made no contingency plans for a possible #Brexit decision. As Alice Korngold notes in her article, this highlights serious deficiencies in relation to risk management, board process and board composition. Korngold is right to challenge boards on this exposure. But does Korngold go far enough? Most of the concerns expressed are framed in the context of a traditional understanding of boards and corporate governance: monitoring the executive and managing various risks.
    Directors carry important duties, to the company and shareholders. In addition to acting in the company's best interests, directors have an important responsibility to deliver value to shareholders (in whatever form might be agreed). This means that monitoring the executive and managing risks is insufficient. More is required. Boards also need to make important decisions to set the company on a path towards a desired future state.
    An increasing percentage of directors say they are involved in strategy (read the surveys), suggesting boards do take their responsibilities seriously. However, observations of boards in session (i.e., board meetings) suggests that a gap exists between claimed and actual behaviour. Korngold's commentary adds to those concerns. That some boards are not performing the 'basics' of monitoring performance and managing risk adequately—let alone driving future performance—is problematic. What confidence can shareholders have that boards are considering strategic options and determining an appropriate strategy to achieve the company's purpose? The bluff and bravado that has permeated the discourse needs to be replaced with an authentic commitment to drive business performance. Is this too much to ask?
    Looking to the future, if the result of the British plebiscite does little more than motivate boards to take the future performance of the company more seriously, then it will have been a worthwhile exercise. Until then, Barton and Wiseman's observations are likely to remain—sadly—resoundingly accurate.
  • Published on

    Experts, yet we have much to learn

    Decision Making Ethics Governance Leadership Societal Wellbeing
    One of the biggest shake-ups to confront the Western World (since the collapse of communism and the fall of the Berlin Wall anyway) occurred in the United Kingdom last week. The result of a much anticipated plebiscite was a decision by the British people to leave the EU. In the weeks leading up to the referendum, the flow of information became a cacophony as politicians, scaremongers and other 'experts' promoted various positions, in an effort to influence to voting public. 
    Finally, the day arrived and the people voted. Soon, the results were published. The people had spoken. Some cheered while others mourned. Curiously, some reacted by rueing their decision, wondering whether they had voted wisely. Really? With a straightforward question to answer and a plethora of information to hand, how could anyone make the 'wrong' choice (unless they didn't vote, of course)? Is this reaction an outpouring of buyer's remorse on a national scale, or is something else going on—an indication that some did not take the decision seriously or that a dose of hubris clouded the better judgement of some voters perhaps?
    Picture
    The British plebiscite highlights a behavioural weakness that besets many people. From an early age, we spend our lives learning as much as we can, aspiring to become experts in whatever field interests us. Most of us want to excel; to realise our potential. In our haste to make decisions and get ahead, we tend to embrace new ideas and disregard 'old' ones. If we can secure an advantage, we'll take it—thank you very much. But when it comes to big decisions, we may not be as smart as we think we are. Decisions that are based on politically-motivated or emotion-filled pleas, or knee-jerk responses seldom deliver the 'best' outcome.
    Often, the best decisions are those made after we have paused and looked back, for guidance about how best to move forward. Whether we are cast as leaders or followers, we could do far worse than to seek out people like Bill and Augusto, sit with them and, having asked them a question, listen intently to what they have to say. Our challenge, having sat and listened, is to act on the wisdom passed to us.
  • Published on

    Teamwork, to enhance the learning experience

    Decision Making Family Business Governance Teaching
    The sharing of knowledge with clients and conference attendees is an activity that I find very fulfilling, mainly because it is a two-way activity. Be it facilitating a professional development course, speaking at a conference or dinner event, or facilitating a private learning workshop, the opportunity to both share knowledge with and learn from attendees is one to be taken seriously.
    On several occasions recently, I have had the privilege of seeing this operate at yet another level: a team-based delivery model whereby two presenters work together to share insights, answer to questions and learn from the assembled group. The positive response from attendees to a team-based model was a sight to behold. The levels of engagement; esprit de corps; and, quality of learning amongst the assembled group (not to mention the banter between the presenters) really lifted the learning experience. The following examples provide windows into two of my recent experiences, and then the learnings to emerge follow.
    Rural Governance Development Programme
    Earlier this year, Peter Allen of Business Torque Systems invited me to join a team to refine the five-day Governance Development Programme (a popular course previously run by DairyNZ for dairy businesses) to suit all of rural businesses. In updating the course, a decision was made to use a team-based delivery model, with two presenters working together with attendees. The hope was that this would provide better coverage of the material, as well as enabling attendees (directors, shareholders and chief executives of rural businesses) to a hear different perspectives as the course progressed. And so we jumped in...
    Picture
    We resolved to work from the front of the room together, sharing the speaking and listening roles...
    Picture
    We stepped aside, to check in and make adjustments... This ​picture, taken on the third day (of five—the course days are spread over a ten-month period so delegates can apply their learning in practice and bring questions and experiences back to the next session), captured us discussing a couple of 'in-flight' adjustments while participants worked on an exercise to improve their strategic decision-making skills in a boardroom setting.
    Health sector board member development workshop
    The second example relates to the delivery of a professional development session for the board members and executives of three primary health organisations (PHOs). They wanted a refresher on board effectiveness and strategy in the boardroom—topics dear to me. The organiser was keen on a two-person delivery model as well, which created another opportunity to explore and experience the effectiveness of the team-based model.
    I organised to work with a trusted colleague, Murray. We know each other well and share a commitment to excellence but have slightly different styles. After introductions and scene-setting, we asked the group to tell us what they wanted to get from the session and to mention specific areas of interest. Then it fell on me to lead the first session (board effectiveness) with Murray chipping in regularly to help answer questions and share examples from his experience. The roles were reversed for the second (strategy) session later in the afternoon. Finally, we jointly ran an free-flowing plenary session to check all of the areas of interest had been addressed and answer any remaining questions.
    Learnings
    Feedback from the attendees (informal plus evaluation sheets) from both the rural course and the health sector learning session indicated that the double-teaming model works. Attendees said they got more from the session than they thought they might have gained had there been one presenter. They could listen to and tell stories to connect ideas with practice; ask similar questions and get a different (!) responses; and, they said they benefitted from tapping into a broader pool of knowledge and experience than what would otherwise have been possible.
    One board member went as far as saying that the session was "the best learning session ever organised by <PHO-name omitted>", gratifying feedback indeed. The levels of trust and interaction in the room in both the rural course and the health sector session were also noticeably high. (Whether this is a reflection of what is being modelled from the front of the room or it is simply an expression of the delegates' innate character and desire to learn is open for debate!)
    Where to from here? Though not without its challenges (working so closely together requires considerable planning and trust, for example), the early experiences have been positive. There is also a 'cost' of putting two people in the room. However, the benefits in terms of enhanced learning outcomes tip the balance in favour of the team-based model—especially for advanced topics and multi-day courses. The learning theorists are probably all across this, so I'll need to play catch-up.
    If you have any experiences to share—positive or negative—I'd be keen to hear from you. Please respond by posting a reply or send me an email.
  • Published on

    Board effectiveness is possible and sustainable

    Accountability Decision Making Governance Phd Research Strategy
    Several months ago, the editors of Ethical Boardroom contacted me to write another article for their magazine. Previously, I'd written articles on governance issues in New Zealand and Australia and accountability; and, provided a commentary piece on internships. Given a free reign (within the bounds of editorial deadlines), I agreed to share some observations about the boards of social enterprises and, in particular, explore board effectiveness—all based on recent experiences in boardrooms and with members of social enterprise boards. The article is now available here.
    The commentary, which has generated considerable interest and feedback—including amongst directors and boards of profit-seeking companies—suggests that the 'secret' of effective board contributions lies in board members looking ahead and working together towards an agreed goal.  My doctoral research bears this out: the board's ability to exert influence from and beyond the boardroom (including over firm performance) seems to be contingent on the board maintaining a close involvement in strategic management, and a few (I found five) characteristics of directors and social interactions being expressed as the board does so.
    If the large number of people that have already seen the article and asked questions is any indication, the topics of board effectiveness and sustainable business performance are of great interest. The feedback has been gratifying. Thank you. If you want to learn more about board effectiveness; the underlying 'performance' characteristics of boards; or, how to embrace a high performance board environment, please get in touch.
  • Published on

    Do you hear the people sing?

    Accountability Decision Making Governance Performance
    I'm in London this week, meeting business leaders and board advisors, listening to their stories and sharing a few of my own. Already, after just 24 hours, a strong theme is starting to emerge. A drum that I have been beating for several years now can be heard reverberating amongst the streets of the City and beyond.
    Though faint at first, expectations are starting to move. Increasingly, shareholders, commentators and even some directors are beginning to voice concerns about what boards actually do. Many boards have operated in a perfunctory manner for years—the oversight of management has been a convenient diversion. However, the amount of the red tape boards have to deal with is lifting the stakes. The expectations on boards are rising. Last week, in Brisbane, many of the 220 directors that I addressed said that boards should spend more time on firm performance. Today, in London, the suggestion that compliance-based regimes do nothing for value creation and that boards need to allocate much more time to strategy was voiced in every meeting I attended. Next week, in Paris, who knows?
    Are we on the cusp of a paradigm change? Is the stirring anthem of the république gaining momentum? Perhaps. That directors are now realising that more time must be invested doing what shareholders appointed them to do—setting strategy and steering companies towards agreed performance goals—should be music to one's ears. Might we even be witnessing a 'back to the future' moment, as directors and boards embrace Cadbury's plea: that corporate governance is the means by which companies are directed and controlled, with a performance objective in mind? I hope so.