Should directors receive performance-based pay for their contributions?

This is an interesting question. Performance-based pay has become commonplace amongst senior executives and sales staff in the last decade or so. The model is straightforward: perform well (by achieving agreed objectives) and get paid a commission, be awarded stock or receive recognition via some sort of bonus. Performance standards are generally set by a more senior manager. The system seems to work reasonably well. However, an increasing trends in recent years is the implementation of similar performance based reward systems in the boardroom. But is this smart? Do performance-based pay systems motivate the "right" behaviours amongst directors?

Whereas management and staff are directly responsible for implementing strategy and achieving performance goals that are determined by a more senior party, the Board is not. In addition to their role being quite different (to determine strategy, monitor performance and manage risk), the link between what Boards do and company performance is tenuous, at best. Simply, we do not understand how Boards contribute to performance. Further, Boards are endogenous—they largely set their own agenda and determine the company's objectives. In establishing performance-based pay systems for themselves, Boards are immediately conflicted. One way of ensuring performance-based payments are made is to set artificially low targets (for example). I'm not sure this is a good way of maximising company performance, or motivating healthy behaviours, but it is a way of being paid(!)

My preference is towards rewarding directors through fixed fee payments for their contribution. If they are contributing, they receive their fee. This would be the default. However, if they are not contributing effectively, this should become known through a formal Board review process. Shareholders should have access to review documentation, and only re-appoint directors that are contributing. 

This sounds remarkably easy on paper, however the topic of today's muse is hotly contested amongst practitioners and academics alike. What's your view?

Last week, I was invited, with 16 others, to help review a Competency Framework being proposed by the Institute of Directors. I commend this initiative, aimed at raising the bar. While competency of itself does not guarantee that any director will be effective, it is a move in the right direction.

Last week, I was invited, with 16 others, to help review a Competency Framework being proposed by the Institute of Directors. I commend this initiative, aimed at raising the bar. While competency of itself does not guarantee that any director will be effective, it is a move in the right direction.

During the wide-ranging discussion, several participants suggested that governance should be professionalised, like medicine, accountancy, law and several other professions. I support these calls—strongly. Why? Well, stories like this get under my skin. While the majority of directors fulfil their legal and ethical responsibilities well, sadly there are a few bad eggs that discredit governance in the public's eyes.

The mechanism would be relatively straightforward, involving perhaps:

• entrance tests (competency, references and interviews)
• maintenance of professional standards (on-going education)
• periodic re-registration (two- or three-yearly)
• tiering (a general registration, and a higher level for directors of large, widely-held or publicly-listed companies)
• a disciplinary tribunal (with teeth and a propensity to act)

The Institute's optional accreditation scheme provides a useful starting point, but it falls short because participation is optional. In my opinion, governance must be professionalised, with a robust body and process not dissimilar to medicine (Colleges of Practice, Medical Council of New Zealand, Disciplinary Tribunal). Perhaps then the concerns expressed in the article—that directors can dodge bans—will become a thing of the past. Here's hoping.

Like hundreds of millions of viewers around the world, I have been watching the Olympics on television over the last week or so. Cycling, weightlifting and athletics are the sports that capture my imagination. The technical skill and mental capabilities of the athletes astounds me. How do they move so fast, throw so far, lift so high? In most cases, years and years of preparation go before a single moment, an opportunity to excel, to win.

Winning is important to competitors, and to nations. You just have to look at the response of those athletes that expected to win but didn't. At what point does winning become an unhealthy obsession? Winning needs to be held in context. Is the ultimate goal to vanquish others, to prove a point, or to fully realise one's one potential?

I am no English scholar, but I am a bit of a stickler when it comes to grammar and punctuation. Take for instance the humble apostrophe. How often have you seen an apostrophe inserted in the word "it's" to imply ownership when "its" is correct? Another rather common mistake in business writing is the incorrect usage of the plural "are" following a company name. When a company (singular) takes an action, the company "is" acting.

The incorrect usage of words, punctuation and grammatical constructs is a sign of sloppiness. It also creates an opportunity for miscommunication to occur. In today's technologically-equipped world, real-time grammar checkers should have all but eradicated poor grammar. Yet the evidence seems to show the opposite. The widespread influence of instant communication via email, text messaging and Twitter seems to have elevated speed (of response) over precision (of message).

Think about the messages you have received in the last seven days. How many contained ambiguities or grammatical errors? Perhaps more importantly, how many messages did you misinterpret or misunderstand—to the extent that you needed to ask a question or double-back to check on a relationship? This might sound a little picky, but each poorly constructed message has the potential to reduce our productivity. And that brings me to the point. Isn't technology supposed to enhance our productivity? I'm sure it can, but only if we get the basics correct first.

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".