An outstanding Editorial appeared in our local newspaper, the DominionPost, today. The editorial highlights the significant conflict of interest that exists when local government politicians are appointed to the boards of Council Controlled Organisations (CCOs). The appointment of local councillors—many of whom lack sound governance expertise, and all of whom are conflicted as the editorial argues—must stop. 

Councils and local communities would be far better off if independent directors were appointed to the boards of CCOs (and held accountable through normal shareholder and fiduciary processes). Independent, commercially astute directors would focus entirely on their role of acting in the best interests of, and maximising the performance of, the company. In so doing, the returns to shareholders would more than likely improve over what would otherwise be possible with a highly conflicted Board.

PS: I disagree with one sentence towards the end of the Editorial "...over time, superior systems will produce superior results." No. Governance is a complex and socially dynamic phenomenon. Over time, superior systems should produce superior results. 

A seemingly small—but ultimately quite significant—statement emerged from the corporate governance sector this week. The CEO of one of New Zealand's larger companies went on record when announcing the company's annual result. He stated that his directors must act in the best interests of the company (not the shareholder).

Meridian chief executive Mark Binns said the company would take time to evaluate the situation but would ultimately come to a decision that was in the best interests of Meridian Energy Limited. ''The obligations of the directors are very clearly set out in companies law and the Companies Act, that is to act in the best interests of the company.''

This was a refreshing statement, because most directors and executives (in New Zealand) incorrectly believe their role is to act in the best interests of the shareholder. Research conducted in 2010 by Dr James Lockhart indicated that the majority of directors in New Zealand simply do not understand their legal obligations. The New Zealand Company Act is quite clear: directors must act in the best interests of company. Well done, Mr Binns.

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. 

Periodically I hear directors introduce themselves with "I'm a professional director". Sometimes, they add "I sit on NN Bboards", where NN could be as high as eight or even ten (boards). Wow. Presumably this means all of their income comes from director fees, and somehow more Boards is better or more prestigious. Am I impressed? Not really.

The core role of any director is to maximise the performance of the company they serve. But how can they do this effectively if they spread their time across as many as eight or ten boards? Ten boards means a maximum of two days per company each month. In this scenario, how can any director possibly understand the issues and strategic options sufficiently well to contribute effectively around the board table? 

Governing a company is demanding. It takes time to understand the issues. Can a director have too many irons in the fire? The stories starting to emerge in the media suggest the answer is a clear "yes".

We live in a busy world. Most of us have a lot going on in our lives, particularly our work lives. Daily, we seem to have more to see and more to do. And through our wireless devices, we are "always on" and constantly checking in—even when we are not at work. Superficially, this commitment to cause sounds good. But is it as good as we think?

As life speeds by, we are all at risk of  being swept along with it. But an excessive focus on work and success can lead to significant compromises in other areas, particularly in our personal lives. And that can be unhealthy.

Leslie Perlow, Harvard Professor and author of Sleeping with your Smartphone, recently wrote a great article on how to overcome this addiction to success which is played out through our mobile devices. She offers some practical tips that will enable you to devote more time to your personal life and become more productive in your work life. I commend this article to you. It'll only take 5 minutes to read. If you are game enough to try Leslie's suggestions, I'd love to hear how you get on—and I'm sure she would be as well!

The discussion about gender diversity disclosures this week piqued my interest.

NZ Herald article

Are these calls for gender and age disclosures simply representative of societal pressures towards inclusiveness, or are they because increased gender and age diversity is linked to increased company performance?

Researchers have been studying the supposed link between board composition factors and company performance for many years. To date, their findings are inconclusive. Gender diversity does, however, seem to lead to more civilised debate in the boardroom, higher accountabilities and better attendance. So, there appears to be goodness in diversity. However, we must to be careful not to confuse these inputs and activity with the desired output of increased company performance.

New Zealand was first to give women the vote, and that was good for society. Moving towards diversity in the boardroom may also be good for society. However, we don't know that yet. 

I applaud any move towards increased transparency and disclosure, particularly for listed companies. However, if the motivation is to move down a diversity pathway for which no solid evidence linking increased diversity to company performance is available, are we not on dangerous ground?