Language - Peter Crow | Helping boards govern with impact

Published on: 11 October 2019

Is corporate governance a framework, or something to be practiced?

English can be a confusing language. The same word can have different meanings in different contexts (by 'bear', do you mean the animal, taking up arms, or putting up with someone; and is a 'ruler' a measuring instrument or a monarch?). Meaning and usage matters; more so because it is not static. Language evolves, whether by design or in response to an evolutionary development. Some refinements improve our ability to communicate effectively, others to defy logic.

The understanding and usage of the terms 'governance' and 'corporate governance' are topical cases in point. While the term 'governance' is derived from the Greek root kybernetes meaning to steer, to guide, to pilot (typically a ship), a plethora of usages have emerged over time. Today, many different usages have become commonplace. These include the oversight of managers and what they do; the activities of the board; and the framework within which shareholders exert control and boards operate. It is also used to describe the board itself ("we'll need to get the governance to make that decision"). The term has also been applied in an even broader context, the business ecosystem (i.e., system of governance). The most extreme example I have heard is, "Governance can mean almost anything, it is completely idiosyncratic; different for every organisation".

Things are made worse when two related but distinct concepts are conflated. Consider the definition of corporate governance and the practice of corporate governance. The former is relatively stable. Eells (1960) coined the term, to describe the structure and functioning of the corporate polity (the board). Later, Sir Adrian Cadbury (1992) added that 'corporate governance' is "the means by which companies are directed and controlled". The fundamental principle here is that corporate governance is a descriptor—the activity of the board. Compare that with the practice of corporate governance--how a board enacts corporate governance when it is in session. The means by which boards consider information and make decisions can and must be fluid depending on the situation at the time.

The wider context merits a brief comment—the rules under which companies and their boards operate (statutes, codes and regulations), and the consequential impact of the board's decisions. These are necessary, because they define the wider environment; what is allowed and what is not. In recent years, I've heard many people include regulations and codes within their understanding of corporate governance. Similarly with the consequential impact of the board's decisions beyond the boardroom. Are either of these corporate governance?

If you'll allow a sporting analogy, it's important to distinguish between the rules of the game, the game as played, and the final score. All are necessary, but only one is the game. To embrace an all-encompassing understanding suggests that corporate governance is ubiquitous, extending across the entirety of the company's operations and the functions of management, leadership and operations—not to mention the wider system of rules of regulations. This, I am convinced, takes us close to the root of the confusion that besets many directors. Every time I'm asked, I invoke Eells and Cadbury. A framework of laws and regulations is necessary, for these define the operating boundaries. But they are not corporate governance. In asserting that corporate governance is the means by which companies are directed and controlled, Cadbury was saying that corporate governance is the descriptor for the work of the board. And work, straightforwardly, is something to be practiced. Let's not lose sight of these distinctions. The continued 'sloppy' use of language serves only one purpose: to obfuscate.

Published on: 7 April 2019

Is 'good' governance to be desired?

I'm in London for the weekend, an interlude between inter alia commitments hosted by the Institute of Public Administration (a masterclass for board chairs, in Dublin); Lagercrantz Associates (a workshop, in Stockholm); and the Baltic Institute of Corporate Governance (a masterclass and the BICG conference keynote, in Vilnius).

To work with people across cultures, countries and contexts is a great privilege. Discussions reveal differences in perspective and approach. Yet, some things are consistent, transcending borders and cultures. One example is 'good governance'. Directors everywhere want to know how to achieve good governance.

This is a tough request. The problem is that 'good' is a moral qualifier, implying someone or something is morally excellent, virtuous or even righteous. But that is not all it means. A quick check in any dictionary reveals at least 39 other definitions! Which one does a person have in mind they ask for help to achieve 'good governance' or 'good corporate governance'? And what about other directors around the table. Do they have the same understanding or not?

It's little wonder that directors have become confused about the role and purpose of the board.

Pragmatically, corporate governance is the means by which companies are directed and controlled (Cadbury, 1992), that is, it describes the work of the board. The objective is to produce an agreed level of performance (however measured). 'Effectiveness' is a more appropriate qualifier than goodness. If something is effective it is adequate to accomplish a purpose; producing an intended result.

Returning to the question of how to achieve good governance. After reminding the enquirer that so-called best practices offer little guarantee of success (which one is best anyway), I usually steer the discussion away from goodness towards effectiveness (performance), and suggest that Bob Garratt's Learning Board matrix, and the Strategic Governance Framework are useful starting points for a lively discussion at the board table.

Once directors acknowledge that high company performance is the appropriate goal, and that success is a function of effectiveness more so than goodness, they start to ask more relevant questions, such as, "What actually matters?" and, "How do I as a director and we as a board become more effective?"

Published on: 6 January 2016

Does the term 'corporate governance' need a spring clean?

Have you noticed how 'corporate governance' has pervaded the modern lexicon? The term is used in all manner of contexts nowadays. Some are appropriate and some less so. I wrote about this last year, off the back on a comment made by Rob Campbell. Here's a couple of fresh examples that I've heard used in the last sixty days:

That "more women are needed in governance". The speaker probably meant more women are needed on boards, to govern. The subtlety? Women are people and boards are structures, whereas corporate governance is a mechanism through which and by which boards act. I doubt more women are needed within the mechanism! Rather, more women are needed on the board, to activate the mechanism more effectively, in pursuit of desired performance objectives.
"We'll get governance to look at that", and the variant "That will need governance approval". The two different executives (same forum, I was the facilitator) meant that the matters on the table needed to go to the board for consideration.

Both of these examples might sound a little contrived, but they are not. All three phrases were spoken, spontaneously and in my hearing, by capable and well-intentioned people. The people in the room knew what was meant, I think. However, these three vignettes set me thinking. Is our usage of the term 'corporate governance' starting to change—away from the original intention (describe the functioning of the polity, i.e., the board of directors) to something different, or have we become somewhat lazy in our usage? I'd be interested in your views on this one!

Published on: 5 July 2015

Ideas: Reading to relax and recharge for the journey ahead

Have you ever arrived at the completion point of a major project, breathing heavily (as it were) having expended much mental and emotional (even physical) energy on the journey, only to find yourself twiddling your thumbs and wondering about the challenges that lie ahead? While some folk are anxious to move on quickly (those defined by busy-ness or a fear of idleness perhaps?), others happily use the time to read—both to relax and to recharge the mind for the journey ahead.

I have been happily working my way(*) through the following books since completing the doctoral dissertation on 1 June. I commend them to you and, if you choose to open the front cover, trust you gain much enjoyment from the experience.

Why things matter to people, Andrew Sayer.
Sayer shows how social theory and philosophy need to change to reflect the complexity of everyday ethical concerns and the importance that people attach to dignity.

Akenfield, Ronald Blythe.
This modern classic gives voice to the inhabitants of a rural village in Suffolk, England, was an early and shining example of what an oral history could be.

Half man, half bike: The life of Eddy Merckx, William Fotheringham.
A biographical narrative of cycling's greatest rider. On the bike, Merckx had an insatiable appetite for victory. Off the bike, he was sensitive and surprisingly anxious.

Russian Roulette, Giles Milton.
An historical account of how British spies thwarted Lenin's attempts to destroy British India, the intrepid activities of which led to the formation of MI6.

The price of inequality, Joseph Stiglitz.
Stiglitz discusses the social impacts and causes of inequality, and the economic and political impacts of what appears to be a growing problem.

The fish rots from the head, Bob Garratt.
Garratt's much acclaimed book, considered a classic by many, clarifies and integrates the roles and tasks of directors, and includes a programme to help them develop the skills and approach required to do their job well.

To the edge of the world, Christian Wolmar.
A fascinating history of he construction and operation of the trans-Siberian Railway, including its impact on Russian society and relations with neighbours.

One summer: 1927, Bill Bryson.
A narrative of the reckless optimism and delirious energy that characterised America in the summer of 1927.

(*) This is very much a work-in-progress. As of 4 July, the 'score' is four books down and four to go, and several new research and board practice ideas to boot!

Published on: 23 May 2015

I stand corrected!

A muse that I wrote yesterday asked a series of questions about company ownership. It stimulated quite a bit of interest, albeit for reasons other than I expected. Having discussed the matter with several commentators, I now know why. It turns out that one of the underlying assumptions upon which the muse was based—that companies have owners—was wrong.

How often have you heard someone say they 'own a portion of <company name>' or that they are 'company owners'? These statements, while plausible, are actually incorrect. People (individuals, groups, other companies) own shares in a company, they don't own the company (or a portion of the company) directly. The company is an entity itself. It issues shares ('bundles of intangible rights') and these can be owned or traded, as is so ably explained here (see clause 2).

Thank you to those people that contacted me to point out my error. The phrase 'company owner' has been removed from my vocabulary! However, the notion of 'ownership' remains. I hope this brief note goes some way to putting the record straight. Please contact me if you would like to know more.

Published on: 13 February 2015

ICMLG'15: Day one wrap

The first day of ICMLG2015 has been completed, with a very pleasant dinner cruise on Auckland Harbour. The three-hour cruise gave delegates time to enjoy the view back to the city across one of the world's great harbours; to get to know each other better; and, to reflect on the conference to date. The conversations were upbeat—both for the venue and logistics (thanks AUT and Massey) and the topical nature of the presentations and discussion on Day 1. The following points provide the tiniest of glimpses into some of the conversations and thinking so far:

Is 'good enough' actually good enough? Many academic researchers pursue high degrees of precision, whereas most consumers (business leaders and boards in this case) are happy to gain insights and a general sense. Several of the delegates, encouraged by Phil O'Reilly's keynote, have openly questioned whether business schools should come down from their ivory towers. Good stuff!
Can we go faster? Research needs to change gear, to get ahead of the curve. Instead of reporting what has occurred, researchers need to provide guidance for leaders and for board practice, to explain what can happen to business performance if certain activities or events occur.
Does the researcher have a role 'within' the research? Much quantitative/positivist research has the researcher as an external bystander, whereas qualitative/interpretivist research approaches often expect the researcher to position themselves 'within the research'. The risks of the latter are many, but the relevance of much of the research produced by the former is questionable. the research agenda needs to move beyond simply counting things or describing things. I think a middle ground exists. However, explanatory research inspired by realism is not well understood in business schools—yet.
The chasm between business and research simply must be bridged. That many businesses do not think of contacting business schools to commission research is an indictment on business schools, not business. Business researchers need to possess business experience and acumen, so they know what they are looking at when they investigate business phenomena. More work—much more—is needed on this score.
Are business researchers tantalisingly close to a breakthrough? Thomas Kuhn (The structure of scientific revolutions) spoke about this decades ago. Much research simply builds, incrementally, on what has gone before. Assumptions are reinforced, myths perpetrated and are mistakes legitimised. However, every so often, a step-change occurs. Kuhn called it a paradigm shift. Several of the delegates think that business research—and board and governance research in particular—is on the cusp of such a paradigm shift.

In addition, many new relationships were formed, ideas for collegial working groups were discussed and several invitations were issued for cross-border and multinational cooperation. (Gosh, that sounds like the OECD or the United Nations!) I'm looking forward to seeing and hearing how the discussion builds and develops on Day 2, starting with Andrea Thompson's keynote.

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