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    Speaking & advisory tour to UK & Eire—programme is filling fast

    Governance Leadership Research Speaking Engagements Strategy
    Wow, that was quick! Six days ago, plans for my Spring speaking and advisory tour to the UK and Ireland were 'starting to come together'. Now the eleven-day tour—to discuss corporate governance, value creation and board practice topics—is nearly full subscribed. Thank you! Three masterclasses, four 'general' speaking engagements, a masters-level lecture and several private meetings are confirmed on the programme. (Details of the 'public' events will be published by the event sponsors in due course.) In addition, two parties have requested planning meetings to discuss future advisory or speaking engagements, to occur in early 2016. If you think you might want to book me but want to talk about it first, that's entirely fine. Just let me know.
    As of today, just one full day (2 Sep) and one part-day (7 Sep) remain available to be booked. I'll be in London on both days as you can see. If you are based in London (or the home counties) and you want to book a meeting or speaking engagement, please get in touch soon--before it's too late!

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    Success attributed to board: Lessons for all

    Accountability Decision Making Governance Leadership Research Strategy
    How valuable is a board of directors to the performance of the business it governs? Does it influence business performance; or does it act as a policeman, "simply" monitoring the chief executive; and, do we even know? Many have attempted to answer this question. More often than not, the responses have been based on statistical analyses of secondary data (surveys, questionnaires, public data). Descriptions of what actually occurs in the boardroom typically remain hidden. Insights from direct observations of boards in action or from first-hand interviews are rare, so it pays to take note when they become available—as occurred when Nigel Bamford, chief executive of fireplace manufacturer Escea went on record this week. His comments, reported here, provide some interesting insights for boards to consider:
    The Bamford interview provides a much-needed glimpse into the boardroom of a successful company. However, and thankfully, the Escea experience is not unique. The insights are consistent with emerging research about what boards need to do if they are to exert influence on business performance. Consequently, important questions for your own board to consider include:
    • The Escea board meets monthly, for two hours per meeting. Despite this small amount of time spent together, the board manages to monitor past performance and look ahead. This suggests that the chairman has a disciplined approach to meeting protocol, and that the board has at least one eye on the future success of the business.
    • The board is comprised of directors with "a whole range of different perspectives and different disciplines". Decision quality appears to have benefited as a consequence.
    • That the board is comprised of three company founders and two external directors suggests that technical independence (as promoted in many corporate governance codes) is not necessary for board effectiveness including effective decision-making.
    • The emphasis in Bamford's comments is on debate and diversity of thought. Gender and other forms of observable diversity were not mentioned.
    • The Chief Executive expects the board to 'add value' by challenging proposals and driving the decision-making process.
    • A one-size-fits-all approach to board practice and corporate governance is not appropriate.
    • While the Escea board looks ahead, strategy was not explicitly mentioned. Whether the board works with management on the development of strategy, or critiques strategic options and proposals presented by management is unclear.
    Bamford's final comment is perhaps the most telling. "In time, a board is useful for all businesses of reasonable scale and ambition." Two important lessons emerge from it:
    • Formalised boards and board practices are helpful once ambitious (growth oriented) businesses have achieved reasonable scale, and if attention is focussed on the future.
    • Formalised board structures and practices are not always necessary (beyond statutory requirements), especially very small businesses where the same person or group of people both own the company shares and manage the business. Meet your statutory requirements but don't burden the business with unnecessary corporate governance and board practices. They are not required.
    • How might the insights discussed here help your board lift its performance in pursuit of business success and value creation?
    • Might a discussion at your next board meeting, to consider the appropriateness of your current board practices be useful? 
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    ICGN, IGW, EURAM : Post-conference reflections

    Conferences Decision Making Governance Leadership Research Strategy
    • All of the host organisations rang great conferences. Thanks ICGN, Toulouse Business School and Kozminski University! That you attracted and hosted delegates from around the world, and stage-managed them to the correct venues and activities at the correct time, and fed and watered them, and attracted great speakers like Bob Monks, Martin Wolf and Lech Wałęsa to speak is a testament to the quality and reputation of your organisations.
    • The 20th ICGN annual conference was a lavish affair with close to five hundred delegates in attendance. Of the three conferences, this was the most commercially focussed one. Most of the delegates were active in the institutional investor community. Serving company directors and academic researchers were very much in the minority. While this conference has a well-established constituency, I could not help but think that the quality of the conversation, and the impact on board practice and business performance, would be enhanced if more serving company directors and board researchers were in attendance, both to speak and to participate in the debate. 
    • The International Governance Workshop, in Barcelona, was the smallest of the three conferences—by a long way. Fewer than thirty board research scholars assembled to discuss emergent themes. Yet, the quality of the discussion was outstanding. That the conference has managed to attract such a strong cohort of esteemed scholars is amazing, especially when the cost of getting to conferences and the plethora of choices is taken into consideration. This workshop is on my 'must attend' list.
    • EURAM is a good forum within which to exchange management ideas. I overheard many enthusiastic discussions in hallways and over coffee and food. It's a pity that the conference only attracts academics (which is perhaps not surprising, as EURAM is an academy after all). Notwithstanding this, the EURAM executive may wish to take steps to bridge the academy–practice divide by inviting more business people, to address the conference and to participate as delegates. 
    • A concern about EURAM? Membership is steady at about 1200 members. About 1300 papers were submitted, of which 650 were accepted onto the programme after the review process (the corporate governance special interest group received 60 papers, of which 46 were accepted). These numbers make good reading, until the surface is scratched. It turns out that EURAM experiences a 70 per cent turnover in membership each year (yes, seventy per cent)! That EURAM experiences this level of churn should be ringing alarm bells. Something about the organisation is broken, or are academics simply being mercenary (buying a membership only for those years that they attend the conference)?
    The last three weeks have been great, although progress towards 'effective corporate governance' remains torturously slow. Notwithstanding this, I met some amazing people and learnt a lot. The challenge now is to assimilate the newfound knowledge, and to incorporate it into my advisory work and research, so that directors and boards can gain benefits as well. If you wish to know more, or arrange for me to speak with your board, please contact me directly.
    The annual European Academy of Management conference is done for another year. Consequently, my commitments in the UK and Europe are also done. As I make way home (my favourite destination!) and reflect on both EURAM and the two preceding conferences (International Corporate Governance Network and International Governance Workshop), the following ideas and observations come to mind:
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    EURAM'15: So, what about outside directors?

    Conferences Governance Leadership Performance Research
    I had the pleasure of chairing a corporate governance topic session at EURAM this year, in which three papers on outside directors were presented. Each of the studies were fascinating. The first one explored director motivations, and the other two added emerging market contexts (China and India):
    • Axel Walther, Germany, presented a very interesting paper about the motivations of non-executive directors and board effectiveness. While many board researchers limit their investigations to a limited range of established board–management interactions theory (including most often agency theory), Walther and his colleagues incorporated organisational behaviour and psychology literature and theory in an effort to understand director motivations. This inter-discipline approach offers exciting possibilities for board research. While the results of the case research are preliminary, they did demonstrate that the motivational drivers of non-executive directors are complex, and that a straightforward split between intrinsic and extrinsic factors is somewhat simplistic. A more subtle differentiation is needed. The team has identified some possibilities. More analysis is now underway, to try to dig deeper into the data to try to isolate triggers to various motivations. From there, it may be possible to re-approach the original question, of the relationship between director motivations and board effectiveness.
    • Wenxuan Hou Hou, a Chinese national living and studying at University of Edinburgh, has been investigating non-executive directors in Chinese firms. Prior studies of director behaviours have reported mixed results. Wen decided to extend the research into an unstudied area—behaviour relating to dissenting director decisions. In China, voting in public company boardrooms must be made public. Thus any dissenting votes should be identifiable. Interestingly, the analysis conducted by Wen showed that a tiny percentage of the decisions made by Chinese boards included any dissenting votes, suggesting the voting tended to be unanimous. Wen concluded that it was unlikely that all directors agreed with proposals all of the time, but that other factors including 'power' and 'cultural norms' were likely to be moderating the decision preferences of directors. This raised the question of alignment. Were directors just following the leader (the chairman or the chief executive), or were they genuinely in agreement in proposals requiring decisions. Wen couldn't answer that question. However, he did say that further (qualitative) research might reveal what is actually going on. I suspect direct observations within Chinese boardrooms will be required, but that prove to be a difficult challenge!
    • Tara Shankar Shaw reported the findings of his quantitative study of data collective from Indian companies on the Bombay Stock Exchange (BSE500). Shaw wanted to find out whether institutional theory might offer explanatory support for any relationship between non-executive directors and firm performance. The audience pricked up their ears, because it sounded as though Shaw might be going to reveal a cause-and-effect relationship from the data. However, and to Shaw's credit, causality was not claimed (straightforward causality is rare in natural science and unheard of in social science). Rather, he reported mixed results (as would be expected in a quantitative study of this type). Shaw study was helpful, in that it added to the growing list of studies that challenge suggestions that any given board structure or composition is conducive, let alone causal, to firm performance.
    Perhaps the strongest message from this session was one that wasn't explicitly stated: that statistical analyses of quantitative data can only ever reveal correlations between variables (attributes) of interest—because variable measure change, not reasons. My hope is that researchers start to move beyond simply counting things, and soon. Precious research time would be far better spent collecting primary data, ideally from inside boardrooms, to understand what boards actually do, and then to draw conclusions from there.
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    EURAM'15: Governance in social enterprises

    Conferences Decision Making Governance Leadership Research
    If you were to look across the board research landscape, the view would be dominated by studies of large, publicly-listed (and typically Anglo–American) corporations. Small-medium enterprises,  family-owned businesses and businesses in emerging economies have received far less attention (although this is starting to change), and social enterprises even less so.
    Saskia Crucke, of Ghent University in Belgium, is interested in social enterprises and, more specifically, in the governance function. She reported the preliminary results of a study that is considering governance in a category of social enterprise called Work Integration Social Enterprise (WISE). WISEs help disadvantaged or disabled people enter or return to the workforce.
    Crucke is using an organisational behaviour construct called 'faultlines' to try to understand why some WISEs perform better than others. She used a two-stage questionnaire (the first to ask the chairman and CEO about the WISE, and the second to ask all board members questions about decision-making and performance) to collect data from several dozen Belgian WISEs for analysis. Her preliminary findings show that where faultlines exist, decision-making is impaired and organisational performance is weaker.
    While this result may sound self-evident to some, it does provide a useful platform for further (qualitative) research, to discover how and why decision-making is compromised, and to inform board member recruitment. If faultlines can be minimised, then higher levels of organisational performance may be possible on an on-going bass. For a sector that is typically cash-strapped, that would be a very good outcome.
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    EURAM'15: Corporate governance, firms and boards of directors

    Accountability Conferences Decision Making Governance Leadership Performance
    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.