Governance - Peter Crow | Helping boards govern with impact

Published on: 19 June 2015

EURAM'15: Corporate governance, firms and boards of directors

Two interesting papers, that explored various aspects of chairman effectiveness and CEO succession, were presented during the late-morning session of the first day of EURAM2015:

Tien Nguyen, a doctoral candidate from the University of Sydney, presented preliminary results of her research on the influence of board chairman on firm performance. She suspected that share ownership was material to any influence, so designed a quantitative study to analyse some industry data. The preliminary analysis (which considers share ownership, tenure, prior industry experience and intra-industry networks) suggests the prior industry experience and share ownership are crucial to firm performance. However, Nguyen qualified her comments that the analysis is incomplete and that the results will be limited to correlations not explanations. For that a new [qualitative] study will be required, to look at 'how' and 'why' influence in exerted by the chairman, and the conditions under which such influence might be effective.
Ljiljana Erakovic, Associate Professor at the University of Auckland, described the findings of a recent case study which explored CEO succession at New Zealand's flagship airline, Air New Zealand. She and her team interviewed all of the directors that have served over a twelve year period, to understand how CEO succession was handled and to provide guidance to boards. The analysis of the interview data identified that a clearly defined and agreed recruitment process; and strong cultural fit between the candidate and the company; and, the early on-boarding of prospective external candidates into senior roles (almost as a try-before-you-buy) appeared to be crucial to the successful appointments and tenures of CEO's Sir Ralph Norris, Rob Fyfe and, most recently, Christopher Luxon. Erakovic suggested that the learning from this case is that chances of successful CEO appointments are enhanced if boards focus their attention on a few key things, including starting into the succession and recruitment process early, as early as eighteen months before the outgoing CEO leaves the company.

Published on: 19 June 2015

EURAM'15: Is it time for a new paradigm?

Professor Thomas Clarke, of UTS Sydney, opened the corporate governance track of the European Academy of Management 2015 conference by discussing both the history and the future of board research. In so doing, he asked the question as to whether boards and board research were on the cusp of a paradigm shift.

Looking back 83 years, Clarke called on the memory of Berle and Means, and their oft-cited work that explored the separation of ownership and control. Berle and Mean envisaged a collective and collaborative approach (between shareholders, boards and managers) to the achievement of various business goals. The article has been accorded seminal status by many researchers, yet it has been largely usurped in more recent times by agency theory (one of the most debilitating ideologies of moderns time, according to Clarke), a contribution that conceives an individual and separatist view where shareholder primacy is the primary (even only) goal.

In looking ahead, Clarke asserted that new a model is required because the world is on the cusp of a massive disruption caused by climate change. A continuation of the extant approaches will simply accelerate the demise of many economies. In calling for a zero-emission post-carbon economy, Clarke said that boards of directors have a key role to play. However, they need to be farsighted, determined and courageous. He called out Chandler (1967) and Stout (2012) as highly influential thinkers in this regard, and contrasted their theses with that of the more commonly cited Jensen and Meckling (1976) (who promoted agency theory).

The challenge for boards in the future is to return to the ideas of Berle and Means, for history suggests that their ideas were largely correct. Whereas the 19th Century was characterised by production and the 20th Century by marketing and consumption; the 21st Century will, more than likely be characterised by sustainability. Boards need to embrace this if they are to oversee the fundamental changes needed to make the transition. Whether boards will be prepared to look inwards, to re-invent themselves and the way they work is the first challenge to be surmounted. Clarke's thesis suggests that failure to act on this initial point may consign boards and the very companies they oversee to the very place they wish to avoid—the scrapheap.

Published on: 15 June 2015

International Governance Workshop: Reflections

The second annual International Governance Workshop is complete. A small(ish) group of leading thinkers assembled at the Toulouse Business School in Barcelona to discuss and debate emergent research and to ask the "So what?" question. Overall, the presentations and papers were of a high standard, as was the discussion and debate that followed each paper. Also:

The organisers did a great job. Barcelona in June is like Goldilocks—not too hot and not too cold. The venues, both at TBS and those used for extra-curricular dinners, were conducive to good interaction between the delegates.
The highlight of the workshop (for me) was Silke Machold's keynote talk. She challenged much of the conventional thinking, and called both researchers and practitioners to re-think boards, board-practice and corporate governance expectations.
The discussion over wine in tapas bars and restaurants was something to be savoured. Even while socialising, delegates continued to think about the challenges facing companies and boards, and to explore options and scenarios to move from corporate governance towards the notion of a value-creating board.
The main theme (actually, challenge might be a better descriptor) that emerged from the workshop was 'change'. The nature of board research needs to change, from investigating isolated and observable attributes of boards and corporate governance activity, to studying boards themselves, both in situ and holistically. This presents a huge challenge for researchers, because it means that straightforward statistical analyses probably need to be replaced by more sophisticated techniques not unlike those used in sociology, psychology, behavioural economics and related fields.
The dominant logic of companies—maximisation of shareholder returns—probably needs to be reassessed in the light of wider stakeholder issues. This is not a call for Marxist or socialist-style interventions, but rather a recognition that shareholder maximisation to the exclusion of other logics is unlikely to be sustainable in the longer-term.

While this conference was amongst the smallest (in terms of delegates) that I have attended in recent years, the quality of the discussion and debate was amongst the highest that I have experienced anywhere. Senior academics openly interacted less experienced researchers and other attendees in the discussions, to the extent that it was hard to tell who was who unless you looked at the titles on name tags.

From small beginnings in 2014, the TBS team has a clear vision of what they want to achieve. This second workshop built on the first workshop (I am told, I did not attend the first one), which augers well for the future. I commend this workshop to all academics, consultants, advisors and serving directors with an interest in board practice and business performance.

Published on: 14 June 2015

IGW'15: Overcoming barriers to deploying complex technologies

The deployment of complex technologies can be a demanding problem in modern societies, especially when various interest groups support or oppose such deployments. The magnitude of the challenge was not lost on Alfred A. Marcus (Carlson School of Management, University of Minnesota).

Using the example of implementing wind turbine systems as a source of renewable energy generation, Marcus compared the approaches taken in Texas and Minnesota. Both states have the high and relatively consistent wind runs considered to be a necessity for large farms of wind turbines. However, renewable technologies such are wind turbine farms are not universally supported. Some like the romanticism of the blades gently turning in the breeze; others assert they are a blight on rural vistas; and, yet others both like the idea but oppose local deployment (the pejorative NIMBY).

Marcus observed that Texas' approach to decision-making and deployment was more top-down in nature, whereas the Minnesota experience was more bottom-up (and highly politicised). In considering this, he suggested that charisma without supporting regulation can lead to short-lived benefits. In effect, some ideas and decision processes need top-down 'support' to gain traction. Drawing on the work of Wilson (hierarchical decision-making) and Ostrom (collective action), Marcus proposed four 'rules' that can help, as follows:

Boundary rules
Allocation rules
Conflict management rules
Rules for changing the rules (!)

In effect, Marcus' proposal was that a combined approach—incorporating hierarchical governance structures and decision-making processes and collectivism—was probably necessary if the not inconsiderable barriers to the deployment of complex and somewhat contentious technologies (like wind farms) are to be overcome.

Although he did not explicitly extrapolate his comments, Marcus' suggestions are relevant and applicable to boards of commercial businesses. Many decisions, especially strategic decisions, fail to gain traction in implementation because a suitable framework for both decision-making and monitoring and verifying implementation is not established. Perhaps boards might like to consider Marcus' proposal, and see how it might apply. I suspect the answer in many cases will be 'well'—so long as a shared commitment to a common and singular purpose was in place.

Published on: 14 June 2015

IGW'15: What place does regulation have in #corpgov?

The session that followed the challenging commentary of Silke Machold explored the place and role of regulation in corporate governance and, more specifically, in decision-making:

Ilya Okhmatovsky, a Russian based in Canada, observed that much attention and scrutiny on corporate governance usually follows scandals and abuses from within the boardroom. However the regulatory response that inevitably follows—hard law and additional compliance requirements—rarely results in better decision-making or company performance outcomes. In fact, the direct regulation of decision-making appears to be impractical (and potentially, nonsensical) because it constrains board autonomy and innovation, and it often leads to another round of subversive activity. Okhmatovsky suggested that a balance between external regulation (to outlaw certain actions and conduct) and internal policies (aligned to the purpose of the company) is more likely to lead to the performance outcomes desired by boards and shareholders. He has recently commenced a study to determine whether his hypothesis is supported in reality, or not. I look forward to reading the results in due course.
Jean–Phillipe Denis, a Parisian scholar, asked whether the company failures experienced around 2000 (Enron, Worldcom, etc.) and 2007–2008 (GFC) were, in fact, predictable events Drawing on the title of the movie, Denis looked back to the future. He suggested that equity inevitably becomes overvalued, and that many boards, shareholders and regulators do not learn from the past as they should. Further, Denis noted that provisions built on an agency theory of board–management interaction did not prevent the circa–2000 failures. Nor did the responses to those failures (Sarbanes–Oxley) prevent the GFC. Consequently, what hope should we have that the most recent set of measures (Dodd–Frank and UK Corporate Governance code, amongst others) might prevent failures in the future?

Neither speaker argued for more regulation, not did they argue for less. Rather, the challenge was a call to learn from the past and to do things differently. The thought-provoking proposal left delegates with much to ponder.

Published on: 13 June 2015

IGW'15: "Much ado about nothing?"

Prof. Silke Machold delivered the second keynote talk at the International Governance Workshop in Barcelona. Machold, who has been researching boards for many years, is a researcher that I admire—for she has been able to gain access to boardrooms to observe boards in action. Here's a summary of her rather wide-ranging commentary on companies and corporate governance:

If we look back through history, a steady progression from city states, through church states to nation states is apparent. The latest development is large corporations, some of which are as large as nations (Apple is as big—in revenue/GDP terms—as Austria, for example). While size often begets influence, scale does not necessarily mean that corporations are 'good' or beneficial to society.
Myths: That the shareholder maximisation value is always 'good', and that shareholders are owners (I commented on this recently). If shareholders were owners, then they could enter the place the company operates from and they could take possession of the company's assets. Just imagine doing that if you were a Walmart or Tesco owner—you'd be arrested for theft or shop-lifting!
The strong focus on earnings, and board and managerial propensity towards short-termism is, in essence, 'fishing with dynamite'. While it is this dangerous, what's worse is that it is a self-fulfilling prophecy.
They way we tend to look at boards—as decorations (Mace, 1970) or as engaged actors (Huse, 2007)—is somewhat simplistic. Machold has observed boards that are or have been both active and passive at different times.
In respect of conflict in the boardroom, Machold called out two different types of conflict, one of which is healthy and the other which is not. Cognitive conflict (thinking about and debating problems is good) whereas affective conflict (debating personalities and emotions is destructive). Boards and management teams need to discover how to pursue CC.
Machold walked into the diversity discussion by suggesting some types of diversity are good and others are probably not as good. Personality diversity is probably unhelpful, because the tendency is to focus on personality differences rather than debate problems. Machold suggested that boards and recruitment committees should include personality profiling within their recruitment process because better cognitive debate is more likely to occur amongst directors with similar personalities (than directors with a considerable personality diversity).

Machold summarised her talk by suggesting that much has been said and claimed over the years, and that much of it had led to people getting quite excited about factors and attributes that, quite frankly probably are immaterial—thus the title of her talk: Much ado about nothing.

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