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    Martin Wolf at ICGN'15: "Let a hundred flowers bloom"

    Accountability Ethics Governance Leadership Management Performance Societal Wellbeing
    Martin Wolf CBE, Associate Editor and Chief Economics Commentator at the Financial Times, delivered a rousing keynote talk to wrap up the final day of the ICGN annual conference. After observing that the limited liability, joint-owned corporation had been the cause and consequence of almost all economic activity over the last two hundred years, Wolf posed and commented on four questions. He qualified his comments by saying that he expected they might raise some profound questions. Indeed, some of Wolf's comments were controversial—the evidence being the questions asked by some members of the audience after he finished speaking.
    What is a limited liability corporation? They are a semi-permanent entity designed to outlast small-medium enterprises (because founders retire—the corner store conundrum) and markets, and they are a construct for the consolidation of relational and implicit contracts. Their genius is the importation of older hierarchical forms (to get things done) into the market system. With scale comes efficiency, endurance and effectiveness (but not always!).
    What is their purpose? The apparent purpose of the LLC is to generate economic value. However, this is insufficient. Wolf asserted that LLCs should also pursue a wider remit, by seeking to 'add value' in social terms (through the provision of payments for services rendered—wages and salaries—for example).
    What is their operational goal? The oft-quoted goal, of maximising shareholder returns, is far too simplistic, according to Wolf. It is selfish and can only lead to failure elsewhere in society. Rather, the operational goal of LLCs needs to include ethical constraints to protect all participants and in so doing ensure the good of society (at no point did Wolf pursue or even imply any form of Marxist agenda).
    Who should control them? Economically, shareholders bear residual risks following corporate activity and, therefore, shareholders should possess control rights. Wolf challenged this commonly-held view as folly because shareholders are unable to exert full control over the affairs of the corporation. Managers may manipulate the affairs of the company, sometimes to the detriment of shareholders and other stakeholders. Short-term incentives, implemented to motivate managers towards the maximisation of shareholder returns, rarely position the company for longer-term success.
    Wolf concluded by saying that LLCs are a wonderful construct. However, he went on to say that the two associated doctrines (of shareholder control and value maximisation) are unhelpful because they are too short-sighted. He told the shareholders in the room that "it is in your interest not to control the corporation completely". Other parties—large bondholders, for example—also bear residual risks. Why would they not have decision rights?
    Wolf's comments were demonstrably controversial (amongst some of the audience at least). However, the poor reputation of big business amongst the general populace suggest Wolf's comments might be closer to the 'truth' than what many in the audience might care to admit. 
    Wolf closed with this demanding challenge: A better approach might be "to let a hundred flowers bloom", so that the best [control] model might rise up and be applied for a given situation—the beneficiary being society at large.
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    International Corporate Governance Network: Annual conference starts today!

    Conferences Leadership Research
    I have arrived in London ahead of the International Corporate Governance Network conference which starts today. The organisers have prepared a full three-day programme (agenda here), based at Guildhall (an historic building in central London).  Further details are available here.
    I'll post summaries here during the conference. Please contact me if you'd like to meet up during the conference, or if you want to know about a particular presentation.
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    Three conferences in three weeks, starting in 13 days

    Conferences Governance Leadership Performance Phd Research
    Here's the trip schedule:
    In just under two week's time (June 1), I embark on another trip to England and Europe. The main purpose of this trip is to attend three important corporate governance conferences, to contribute to the emerging conversation. Many of the world's leading advisors, company directors and academics will be at the conferences. I am honoured to be speaking at two of them. 
    June 2
    June 3–5

    June 8–9
    June 11–12
    June 15
    June 17–20
    June 20
    Arrive in London
    International Corporate Governance Network Conference, London
    (click to set up meeting at conference)
    Available in London or nearby (Want to meet? Get in touch)
    International Governance Workshop, Barcelona (my paper abstract)
    Limited availability in London (Want to meet? Get in touch)
    European Academy of Management, Warsaw (my paper abstract)
    Return to New Zealand
    If you are interested in a specific conference presentation but cannot attend, please let me know. I'll try to attend for you and post a report. Conference updates will be posted here and on Twitter during the conferences, so check back if you are interested.
    I'm looking forward to reconnecting with #corpgov friends and associates, making some new connections and testing some of the ideas that have emerged from my research work. Much coffee will be drunk, no doubt! If you'd like to meet up, at a conference or separately, please get in touch.
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    Selling a major company asset to a director, and doing so properly

    Accountability Ethics Governance Leadership
    Is it ever OK to sell a major company asset to one of the company's directors? One must be careful, very careful. The safe answer is probably 'no', because the proximity of conflict is ever-present and the question of whether the transaction satisfies the director's duties provisions (to act in the best interests of the company) sets a very high bar to clear.
    However, a recent case in New Zealand suggests that such transactions can be completed, and well, if certain provisions are satisfied. In this case, Dorchester Property Trust (DPT) wanted to sell one of its properties the Goldridge Resort Queenstown (GRQ). A DPT director wanted to acquire the asset. The DPT board acted cautiously. The director took no part in determining whether the asset should be offered for sale, and was excluded from the process of assessing acquisition offers. As such the board's handling of the matter satisfied the related party transaction requirements.
    While some investors were a bit scratchy over some some matters (see the article), few if any concerns over the GRQ transaction have been raised. This suggests that the board handled the matter well, in both a legal and a moral–ethical sense. Well done to the DPT board.
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    Do you have a 'heads-up' habit?

    Leadership Management Performance
    One habit that has served me well for many years is the 'heads-up' habit. It's really simple. Every week, I pause and look ahead, as follows:
    • Every Saturday morning—before breakfast—I look ahead at least four weeks. The motivation is to identify big tasks (typically international trips and major events) loaded into my diary: the objective being to make sure sufficient preparation time is allocated to think, write speeches, build slide decks or prepare well. It gets me thinking—early—about the main points of scheduled talks or important meetings. It has the added benefit of highlighting gaps in trip schedules and, therefore, opportunities to request additional meetings or activities well in advance. I also check trip logistics, especially travel time, accommodation and transport. There's nothing worse than realising at the last minute that an important connection or hotel booking has not been made! This part of the heads-up habit helps me avoid last minute rushes.
    • Every Sunday evening—after dinner—I look ahead seven days. I do this with my wife. We walk through our respective calendars to see what activities we need to plan for, and whether either of us will be home late from a commitment or away overnight (a seemingly simple but incredibly important thing, especially when it comes to planning the evening meal!). This part of the habit helps me manage important relationships.
    In the past, I sometimes lost sight of important upcoming activities (and ended up suffering late into the night trying to make up—the results of which were never that great). However, last-minute rushes have become a rarity since I embraced the heads-up habit. If you don't have a habit to stay of top of your commitments, you might like to try this one. It made my life easier and I seem to be more productive. Also, my wife says that I'm easier to live with!
    Most people I know live fairly busy lives. Western culture and the 'always on' society we live in has done that to us. However, some—by my assessment anyway—have become a bit too busy for their own good. Societal norms seem to reward busyness and excellence, yet cracks start to appear when we get very busy for long periods. We get tired and make mistakes. Our commitment to do things with excellence suffers. How do you cope in such situations? Do you plan well ahead; or, do you manage your commitments on a daily basis; or, do you simply back yourself to keep up with what work and life serves up? 
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    ICAEW posts excellent discussion on capital market changes and impact on corporate governance

    Accountability Governance Leadership Performance
    The Institute of Chartered Accountants in England and Wales (ICAEW) has recently published an informative series of documents to help directors and executives respond to changes in capital markets and how they affect the foundations of existing corporate governance frameworks. The material is great. Here's a series of links to the source documents:
    While the intended audience is the ICAEW membership, the commentaries are useful for company leaders in other jurisdictions—if not directly then certainly as discussion starters around board and executive tables. If you are based in England or Wales and have any technical questions, please contact the ICAEW. If your business is based outside the UK and you would like to organise a facilitated discussion to explore how to take advantage of the suggestions, I'd be happy to help.