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    You cannot comply your way to great outcomes

    Accountability Change Complexity Effectiveness Family Business Monday Muse Performance Tough Questions
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    I am a son of a dairy farmer, a grandson of two (dairy farmers); a father of three adult children (none of whom have any interest in farming), and a grandfather of one grandson. I was born in a seemingly simpler time, before JFK’s audacious challenge: "We choose to go to the moon."

    While the natural path was to follow those who had gone before me, my eyes were opened to new possibilities while living in the United States: I discovered business and technology. That, and, more generally, my innate curiosity led to a decision to study software engineering, manufacturing systems and management. A career in product development, project management, international business development and leadership followed, and, later, in 2001, a rather significant decision to leave paid employment, to serve others directly. 

    Today,  25 years on from that decision, I have had the good fortune to study, travel, and contribute in a variety of ways including serve on the boards of over 20 private and family businesses and social enterprises; advise and educate thousands of boards and chairs on five continents, and regulators and governments as well; deliver hundreds of keynotes and talks, on stages large and small; and, quietly, research boards and their impact on business outcomes.

    None of this makes me special—but it has made me who I am. 

    Along the way, I have noticed a few oddities, some of which have exercised my wee grey cells deep into the evenings:

    • While most directors are well-intentioned, some are downright lazy. Why is this so?
    • One in  six directors understands the business of the business they are charged with governing. Worse, only one in twenty boards are united as one when it comes to the purpose of the business, the reason it exists. This being the case, how can any board do its job if directors don’t know what their job is?
    • Conceptions of what corporate governance is vary, widely, despite a definition being offered Richard Eells, who coined the term in 1960. He said corporate governance describes the structure and functioning of the corporate polity (the board). Cadbury's refinement (1992) “the means by which companies are directed and controlled” made the performance and compliance aspects of every board's work explicit. Given these perfectly adequate definitions, why do some many academics, consultants and others continue to propose new definitions?
    • Many people and organisations have over the decades proposed and pursued best practice recommendations, corporate governance codes, and compliance measures, in the hope of better outcomes. Considerable effort has been applied. that is clear—but for what effect?
    • Because boards are social, the key to great outcomes is likely to be (social) as well. If values, culture, and behaviour matter more than structure and regulation, why do structural recommendations and 'regulation first' approaches continue to dominate the discourse?
    • In life, you cannot comply your way to great outcomes. If you want better, you gotta do better things better, n'est-ce pas? I have concluded that boards are no different—and that if boards are to have any hope of governing with impact, they first have to understand what governance is, and work out how to put their understanding into practice having taken into account prevailing circumstances.

    I have been told I'm an outlier on some matters. That may be, but am I the only person who thinks like this?

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    On founder-led businesses and governance

    Accountability Corporate Governance Family Business Leadership Monday Muse Tough Questions
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    Do founder-led businesses always need governance, as many consultants, advisors, and governance professionals assert? ​
    My response is straightforward: It depends.
    If, for example, the founder owns all the shares of the company, and is the only director, and runs the business day-to-day, then probably not. But, if the founder wants to grow the company further, and/or they do not want to make all the decisions themselves, and/or they lack some expertise to make good decisions, then it can make sense to gather some people around, appoint them as directors, and get the basics (of corporate governance) underway.

    I made the comments recently, during a wide-ranging conversation with Charlie Meaden, CEO of eccuity. If you are curious about where our 35-minute conversation went, grab a coffee and listen in. And, if you have any questions or feedback (critical or otherwise!), please get in touch. I would be glad to hear from you.

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    On high-performing boards: unlocking potential

    Accountability Corporate Governance Effectiveness Family Business Governance Leadership Monday Muse Performance Tough Questions
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    Have you ever stopped to wonder why so many companies fail to realise the potential they aspire to?
    When I speak with directors, the desire to operate at high levels of performance is palpable. In my experience, most say they aspire to have a great impact. But when one looks more closely, a great many boards struggle to break the shackles of average: they are constrained by confusion over the role of the board, impaired by dysfunction within the boardroom, and/or expectations are misaligned.
    A recent survey (conducted by PwC) highlights the characteristics of high-performing boards:
    • strong and effective leadership from the chair
    • strategic vision and focus
    • proactive engagement
    • culture of trust and collaboration
    • pragmatism and responsiveness
    • focus on high-performance [mindset and teamwork]
    • awareness of stakeholder expectations
    • cool in a crisis
    This is quite a list! Yes, it is. But most of these characteristics are consistent with the findings from ground-breaking board research conducted over a decade ago. That research concluded that if the board is to have any impact beyond the boardroom (especially on firm performance), three things matter: 
    • capability (what directors 'bring')
    • activity (what the board does)
    • behaviour (how directors act and interact)
    Board structure and composition is relatively less important, to the point of being insignificant. This finding (now known as the Strategic Governance Framework, see this article for a summary) emerged from a peer-reviewed long-term observation study of boards going about their work—one of a small handful conducted to date. As with studies conducted by the late Jane Goodall, my study sought to get as close as possible to the subject of interest (the board) to observe them in their 'native' habitat. That meant direct observations, for the board only exists when the directors meet.
    Since that time, the Strategic Governance Framework has shown itself to be a useful mechanism to help ambitious boards move beyond orthodoxy and box-ticking, to realise organisational potential. But the embrace of such a mechanism is not without its challenges: it means stepping away from the perceived safety of 'best practice' recommendations—a daunting prospect of some. 
    Ultimately, boards must decide: is compliance with contemporary recommendations, codes and regulations sufficient to discharge duties owed, or is more required? For those who decide more is required, the Strategic Governance Framework ​may be worthy of consideration.
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    Better truth or health?

    Accountability Corporate Governance Decision Making Family Business Governance Monday Muse Sustainability Tough Questions
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    The truth, they say, is a good thing, for it will set you free. This seems reasonable, even self-evident to many. But what is truth? Is it a thing (a fact) or a process? Is it deterministic or does it emerge? Is it absolute or relative? And, in a social context, is truth even possible or desirable?
    The pursuit of truth conjures the notion of a deterministic 'answer' to a question or problem, without worrying too much about (or even considering) the context within which the truth claim exists. Consider darkness. Does being unable to read a book on the patio at twilight mean it is dark? How might this expression of darkness compare with the darkness inside a sealed cavity into which light cannot penetrate? And what of degrees of truth? If just one instance is discovered to be false, does that mean the entire truth claim needs to be set aside? Complicating matters, something may be 'true' but unpalatable, such as, genocide or rotten eggs. 
    Now, consider health. What does it mean to be healthy? For some, maintaining a balanced diet and sleep pattern is sufficient. For others, health involves strenuous exercise and physical fitness. Yet others pursue mental health, a sound mind and great relationships. Is the threshold one of having food, shelter and security; or is a higher order of fulfilment necessary to be healthy? 
    And, how might health and truth relate to each other? Is truth a necessary condition for personal health, or are there situations in which truth might need to be secondary to health? Are truth and health even related? And what of truth and health in an organisational setting? Are the comparisons similar or different? Who decides and what factors should be considered in the decision process? 
    In the past two years, I have come face-to-face these types of questions on many occasions:
    • Observing a demanding board chair pressing hard to get her way, because, in her words, "I am right." (trading off a healthy discussion and decision process to secure her version of the truth, even to the extent of flouting directors' duties)
    • A family member receiving chemotherapy and surgical intervention following a cancer diagnosis. (accepting truth—cancer—but taking a tough option in pursuit of health)
    • A chief executive adhering to a strict interpretation of  employment law during a restructuring process, but in so doing delaying the process and exposing the company to viability risks.
    Selecting between two tough options is never easy. The 'least bad' option doesn't sit well in many cases. But as in life, decisions in organisations need to be made, more so in boardrooms. If boards are to provide effective steerage and guidance in pursuit of an agreed outcome, they need to roll their sleeves up, understand the options and make a decision. But with what reference point to the fore? Should boards prioritise being 'right' (legalistic, truth), or should they select options more likely to lead to sustainable outcomes (organisational health)?  ​If  boards are to govern with impact, the high road is, in most cases, the better option.
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    The map is not the terrain

    Accountability Corporate Governance Diversity Effectiveness Family Business Governance Language Performance Research Tough Questions
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    Since time immemorial, man has sought to explore: natural curiosity has led to many discoveries, of previously unknown lands, flora and fauna, and more besides. Innovations and inventions too; discoveries enabling further exploration, and on it goes. Through the arc of history, exploration and discovery has been based upon empirical techniques—going and having a look.
    About six decades ago, Jane Goodall put this approach to work as part of her research to learn more about chimpanzees. Her assessment was, straightforwardly, that if reliable understandings of how chimpanzees socialise were to be achieved, they needed to be watched, directly, over an extended period, as difficult as that might be. The extended period is necessary because behaviours change when a new actor arrives. Thus, Goodall’s study could not begin in earnest until the chimps became more familiar with her and reverted to behavioural patterns thought natural. When behaviours reverted, as Goodall thought they might, several new discoveries not previously known were made.
    The approach Goodall used, and her discoveries, demonstrated the high value of longitudinal ethnographic techniques when studying social groups and their behaviours. And yet, while this has been understood for decades, centuries even, its application to my field—boards—is rare. Instead, since the dawn of board research, the dominant paradigm has been to collect data about directors, the composition of the board and other data, from outside the boardroom, typically from public databases, interviews and surveys. Such approaches have been deemed acceptable because researchers have found it very difficult to enter the boardroom. Given the only place the board and its work actually exists is in the boardroom, and that the board is a social group, surely the gold standard must be to conduct long-term studies of boards in session (through direct and non-participatory observation), as Goodall studied chimpanzees?
    This issue, of using appropriate techniques that explore the subject of interest, not a proxy, was made plain by an ex-military colleague recently; his pertinent remark was, simply, “The map is not the terrain.” What seems to be the case (on the map) may not be the case (in reality). The underlying message was confronting: if you want to really understand, go there, gain first-hand knowledge. And so it is with board research. If we really want to understand how boards work, and how boards actually make decisions and influence performance, not how directors say they do when they are interviewed, watch them over an extended period. Then, possibly, you might be able discern what happens; how directors act and interact; and, even, spot associations between a strategic decision and some subsequent change in organisational performance. The findings will be contingent, of course, because the group is social, the situation complex, and external influences are many and varied.
    To date, fewer than a dozen longitudinal observation studies, of boards going about their work, have been published. And, somewhat awkwardly, the reported findings present a different perspective from that commonly asserted by others informed by research conducted away from the boardroom: The capability of directors (what they bring), the activity of the board (what it does), and behaviour (how directors act and interact), appears to be far more important than the structure or composition of the board.
    Now, as I wait to board a flight, for yet another international trip to work with boards, my colleague’s comment is ringing in my ear. And with it, a question, “What guidance will you rely on, given the importance of governing with impact?”

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    Boardroom effectiveness: Managing difference

    Corporate Governance Director Development Diversity Family Business Language Monday Muse
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    In recent times, diversity, equity and inclusion (often, DEI) has become topical in many spheres of business, social, organisational and political life, and boardrooms are no exception. The moot is that increased in-group diversity directly enhances organisational (project, team) performance. While this remains unproven, expectations are running high, and there are no signs they are abating.
    With this development, tensions have become apparent: between those people and groups who argue that demographic diversity is material to better outcomes, and those who do not; those who assert that boards should be representative of the shareholders or communities they serve, and those who prefer the best governors in the room, regardless of representation, to ensure the best decisions are made. 
    These tensions, and the underlying complexities extant both within an organisation and in the wider marketplace, are real. Boards ignore them (or discount or run roughshod over them) at their peril. Difference needs to be acknowledged and harnessed, to draw out multiple perspectives. But directors need to be sufficiently mature and wise to also align their efforts, to ensure great decisions are made having taken various contextual factors into account. This is hard, not only because directors need to find common ground where little may exist, but also because cultural differences tend to run deep and they may be difficult to navigate.
    Seemingly straightforward matters are almost guaranteed to become difficult if cultural norms are ignored or brushed over. Consider these cultural scenarios, all of which I have experienced over the past twelve months:
    • Starting the meeting 60 minutes after the advertised time. This was a misread on my part: the hosts started at the advertised time, but not with the business meeting as I expected. There was a formal welcome and a light meal (culturally normal for the board, but not advised to me). Around 60 minutes the after we first assembled, the chair called the directors and visitors together, and the 'formal meeting' got underway.
    • A female board member seemingly ignored. In the West this would be uncommon; indeed it would be offensive for some. But it happened during a board observation in a highly patriarchal community setting. While the group seemed to be accommodating, the woman was present in body only; cultural norms prevented her from speaking or otherwise contributing in any meaningful way.
    • An entire group I was working with went silent on me. The group had been animated and engaged until they were asked a question that put them on the spot. Rather than engaging with the question, or expressing their discomfort at being asked, they simply sat and waited, and waited. After a minute or so, I asked for help. The group 'leader' said that, culturally, they preferred not to debate sensitive matters 'in public' (that is, with outsiders, such as me).
    When working across cultures, seek first to understand. Breathe. Invest time and effort to learn how others think; what drives them; how they feel; how their mind works; how decisions are made; and whatever else seems relevant. And, what is more:
    • Prepare ahead of time.
    • Read widely.
    • Ask for guidance.
    • Learn how to ask questions in a culturally safe manner.
    • Listen carefully, especially to what is not spoken.
    • Break bread together (gather socially, over a meal).
    • Travel together (to remote meetings).
    • Spend time in each other's company. ​
    The group leader (board chair) has an incredibly important role in this, to draw everyone into the conversation; acknowledge difference, but harness it for the common good.
    Finally, a note: The techniques listed here are simply suggestions. But, in my experience, they can be incredibly powerful catalysts upon which relationships can develop and trust can be built. Ultimately, if boards are to have any hope of governing with impact, a sound understanding of 'who' is in the room, and 'how' they think, act and contribute is necessary. Invest time and effort, it'll pay off.​