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. 

I agree with Baker and Mowbray. Governance is a socially dynamic phenomenon, with many variables and much complexity. Numerous researchers and practitioners have investigated structural and composition factors over many years. More recently, world-class governance researchers, including Leblanc, Huse and Nicholson, have investigated behavioural and process factors. To date, the research findings have been inconclusive, and causality with performance is yet to be established.

Despite flights of fancy from some commentators, slow progress by researchers, and much frustration all round, the search for a link between governance and company performance is of enormous practical importance. Therefore, efforts to understand the mechanisms within the governance phenomena, and any relationship with company performance, must continue. However, the research agenda much be changed. Attention must move away from consideration of individual characteristics—toward a holistic consideration of governance—if further insights are to be gained and any clear understanding is to be achieved.

My doctoral research efforts attempt to build on Leblanc and Nicholson's work. I plan to use a longitudinal multiple-case study approach (to understand the processes, behaviours and dynamic interactions within the governance system) to focus on the way Boards make decisions. Strategic decision-making has been postulated to be an important factor in the governance–performance relationship. If this is correct, a link between a strategic decisions and subsequent improved company performance should be apparent, after some longitudinal delay. The challenge will be to determine whether or not strategic decision-making can be attributed to the Board.

So where does this leave us? I certainly don't have any silver bullets, and progress is likely to be frustratingly slow. Boardroom diversity is important, however I suspect a focus on decision-making and related factors will reveal more about board performance than arguments about the number of women at the board table. Let's push on.

Gender reporting is a good move in my opinion—albeit a very small one because companies already report the names of their directors in their annual reports. A reporting system is a far better option than a quota system. Quota systems run the very real risk of tokenism and making-up-the-numbers, neither of which contribute to effective governance. In contrast, a reporting system will simply make the composition of boards plain. I'm hoping it will improve governance effectiveness and ultimately company performance. Time will tell.

No doubt the move will also provide a platform for lobby groups to exert pressure where they see fit. It will be interesting to see what develops in the 2013 reporting season and beyond!

Why do seemingly successful companies choose to diversify and, in doing so, put their future success at serious risk? The latest is a long line of companies to expand their reach is Dell. This week, with their acquisition of Quest Software, Dell made the move from being a hardware company (they make computer systems), to being a hardware and software company.

On the surface, this looks like a good move. But when one looks at history, I'm not so sure. The sustaining of high performance over time is hard. When Zook and Rogers surveyed 2000 companies, they found just 10% sustained profitable growth continuously through the first decade of the new millennium. That's right, just 10%. They identified three characteristics that were common to the successful companies. Profitable companies reduced the scope of their business (Dell has just expanded theirs); they looked for profitable opportunities within their core business boundaries; and, they set high performance targets. So, with this insight, why would any company complicate its business as Dell has just chosen to do? 

What role should a Board of Directors play in the development of strategy? I've heard many responses when I've asked this question—ranging from "rubber stamp the CEO's plan" through to "actively create and implement the strategy".

The best answer lies between these extremes. The Board should be fully involved with the development of the strategy and oversight of execution, but it should not become involved with implementation because that is the job of management (the Board should "create, decide and monitor" but not "do"). There seems to be widespread agreement amongst researchers that this level of involvement is appropriate, and importantly, that this level of involvement is associated with good company performance. And it makes sense—after all, the Board (not the CEO) is ultimately responsible for the performance of the organisation. Given this argument, why do so many Boards steadfastly remain passive when it comes to the development strategy? They are doing their companies and their shareholders a gross disservice. 

What's your attitude towards risk? Are you a pragmatist, a conservator, a maximiser or, are you a manager?

When I was young I used to ride motorbikes on the farm—fast, sans helmet and often in light clothing. It was the normal thing to do in the seventies. I also did many other things that, looking back, could easily be described as "risky" in today's terms. My risk appetite was high (and to be truthful, I probably didn't even think about it at the time). Now, forty years on, our children have grown and all but left home. I've gathered a wealth of life experiences. Unsurprisingly, my appetite for risk—as a father, husband and as a business professional—has changed. In some areas, I take fewer risks than before. In others, more.

Understanding our attitude towards risk in the business world is as crucial as it is in our personal lives. There's a great article over at the HBR Blog Network that puts it all in perspective—particularly our response in different market conditions and the downstream consequences that follow. I commend it to you over coffee today!