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    Changes at Diligent. I'm confused.

    Accountability Governance Leadership Performance Strategy
    Diligent Board Member Services has just announced the appointment of former McKinsey partner Brian Stafford as chief executive. Stafford takes over from outgoing chief Alex Sodi, "who will become chief product strategy officer and remain on the board". This second part of the announcement caught me by surprise and, quite frankly, confused me.
    I'm not sure I'd want to be in Stafford's shoes just now. The former chief executive is now both his boss (a director) and one of his staff. Consequently, the moral ownership of strategy implementation, and of product strategy in particular, is unclear to say the least. Why the Diligent board chose to structure the company in this way, and why Stafford agreed to the appointment given the challenges of 'above-and-below' reporting is beyond me. I can't see how this sort of anomaly is conducive to a high trust and high performance work environment.
    Perhaps a 'better' approach might have been for Sodi to perform one or other of the two roles (director or strategy office), or to leave the company. If any readers have any insights as to why Diligent made these decisions, or how the new structure might add value to the business, I would love to hear them!
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    Should the threshold for director elections be increased?

    Ethics Leadership Strategy
    Most of the elections and meeting resolutions that I have been involved in over the past 35 years have used 50% as the acceptance threshold. Gain the support of at least half of the decision-makers and the proposal is accepted or candidate appointed. While this is an easy threshold to understand (more people support the idea or person than don't), the possibility of a large pool (sometimes close to half) of people who are opposed means that the post-decision period can be filled with angst and opposition.
    I've long wondered whether a higher threshold might be appropriate, especially when voting for company directors and making major (read: strategic) decisions. In other words, big decisions need widespread support. If a director candidate or a proposal fails to gain the support of most of those with decision rights, then clearly the body is not in strong agreement. Two of the social enterprises that I have been involved with for many years work this way: one uses 66% and the other 75% as their decision threshold. Yes, sometimes it takes a little longer to get agreement, but the time-to-benefits is usually much less because people are more united. Overall, the approach has served the enterprises, and those they serve, well.
    The question of decision thresholds was raised in the business press recently. Seventy per cent was mooted as a possible threshold. Might such a proposal have legs? Would directors would be more likely to think and act in the best interests of the company? Candidates and those promoting various proposals would need to work harder to gain more widespread support, that's for sure. Decision timeframes would probably blow out; director candidates and strategy proposals might need to be more populist to garner the widespread support needed to breech the threshold; and, necessary but unpopular proposals might fail to attract the required levels of support thus putting unnecessary pressure on people, resources and possibly business viability.
    While these downsides might seem daunting, the idea of raising the decision threshold on major decisions (like director elections and the approval of strategy, for example) might be worth some consideration. After all, the more united a group can be, the more likely it is of achieving its goal and, therefore, realising the expected benefits. What do you think?
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    Diversity: what is the endgame?

    Governance Leadership Performance Societal Wellbeing
    Diversity is a topic that has gotten under people's skin, and rightly so. Much has been written, spoken and argued in recent times. Many blog rolls and column-inches have been expended by people arguing for or against various physical incarnations of diversity in the executive suite and boardroom. Clearly, the 'diversity' seed has sprouted. But for what purpose? What is the endgame? And, what should the endgame be?
    Many have argued that that the presence of women on boards is causative to increased business performance; others have argued that no such causation exists. Actually, the academic research is mixed: it shows positive, neutral and negative correlations. This should be of no surprise. That such a blunt stick (a single observable attribute: gender) might make a consistent difference in a complex, socially-dynamic system defies belief. I have mused on this in the past. 
    Thankfully, the argument is now starting to mature, beyond the physical aspects of diversity (gender, race, ethnicity, age, etc.) to the identification of underlying attributes and qualities of capable executives and directors, to understand how directors contribute and work together. However, another question lies in wait: the 'so what?' question. What is the purpose of appointing women onto boards and increasing the apparent diversity in executive suites? Is the motivation political (equality)? Or to maximise profit for shareholders? Or is there some other sustainable driver that needs to be brought into focus?
    Businesses exist to provide a product or service and, in so doing, provide a (hopefully!) healthy return to those who invested in the business in the first place. Is this the endgame? It might be for some. However, as diversity for diversity's sake is not sustainable, neither is profit for profit's sake. Shareholders do not live in isolation from others in the community. If shareholders 'win' (through the accumulation of profits), it stands to reason that losers will emerge elsewhere.
    The challenge for all of us to to lift our gaze beyond simple measures like the number of women on boards or quotas and, if we dare, beyond profit as the primary measure of business performance, to think about the endgame. Phil O'Reilly, CEO of Business New Zealand, recently said that the purpose of capitalism is greater than profit (although that is a reasonable and necessary output). He said that the objective was strong communities. Could that be the endgame we need to focus our attention on?
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    On consultants and selling #corpgov short

    Accountability Governance Leadership Performance
    Why do consultants spend so much time on hobby horses, promoting their own capabilities and frameworks? Shouldn't the focus be on thinking about and promoting options that are genuinely in the best interests of the clients and marketplace they seek to serve? Take this example, which suggests that good governance is built on good information and data governance. The author cites several technical frameworks and acronyms (COSO and COBIT are mentioned), none of which I understand. 
    That a strong focus on standards and frameworks might be sufficient to ensure good governance (an oft cited but rarely defined term) is misleading in the least. Necessary maybe, but sufficient? No. The root of governance emerges from the Greek word kubernetes, which means to steer or pilot, typically a ship. This suggests governance is an activity associated with movement; with setting direction, navigating or guiding something—presumably towards a longer-term or major goal, or at least with a purpose in mind.
    I have no doubt that frameworks are necessary within organisations to support regular business activity. However, to imply that good governance (and, presumably, business performance, although the author makes no mention of this) will emerge from the application of standards and compliance frameworks is misleading. Looking backward (monitoring) or to standards (compliance) may satisfy egos that work is being performed, but to think that either will drive performance is folly. Compliance with standards can only ever achieve one of two things: compliance or dissidence. Compliance-based frameworks (Sarbanes-Oxley, amongst others) did little to prevent the GFC of 2007–08. Some say the focus on compliance may have contributed to the failures. If businesses expect to achieve certain desired outcomes, the board needs to look to the future by building appropriate plans (strategy); providing resources to the chief executive; and, monitoring and verifying the agreed strategy is being implemented and expected performance targets achieved.
    Consultants that continue to promote compliance-based technical frameworks as 'solutions' and associate them with 'good governance' are, quite frankly, doing their clients a disservice. Business leaders need to test consulting proposals thoroughly, by asking how (ask for specifics, don't accept general statements) the suitor's proposal will assist with the achievement of the business's strategy. This will probably be threatening to some consultants—but if it moves the focus onto business performance and economic growth, wouldn't that be a good thing?
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    Oh the demand... 

    Conferences Governance Leadership Performance Phd Research
    Nine business days after arriving in England for meetings and speaking engagements in several English and Swiss cities, I am once more seated at Heathrow: this time to enjoy Air Zealand's service on the long flight home—and to sleep! Reflecting on fifteen meetings, eight hotels and many conversations, the main thought to emerge from this trip is "demand". Simply, the level of interest in boards, board practice and how to get boards doing the 'right' things in order to achieve the business performance outcomes expected by shareholders has been almost overwhelming. For example:
    • Professors from two English universities and one Irish university have offered to organise masterclasses to expedite healthy debate about boards and the difference they can make.
    • Two different groups of people, both based in Zurich, including professorial staff at unisg.ch, have said they want to organise teaching and learning seminars, to raise the bar amongst banks and international businesses.
    • The team at Ethical Boardroom has invited me to provide the editorial commentary for their summer issue.
    • Several (sorry, I'm not at liberty to disclose details) have requested advice on matters relating to board structure, apprenticing, strategy and business performance.
    That so many people are actively seeking help to improve business performance through effective contributions in the boardroom has caught me on the hop. After all, the public persona presented by boards and chief executives is that they have everything under control. However, when the conversation moves beyond platitudes, its seems most are worried. I have put myself at the service of all who are interested. If you would like to know more, or to schedule some assistance, please contact me.
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    Succession planning: The MU case

    Accountability Governance Leadership
    I popped into the ICSA conference at Olympia in London for a couple of hours this week, on a very kind invitation extended by CEO Simon Osborne (thank you Simon). The programme was filled with some interesting speakers. It would have been great to attend for the full day, but a teaching commitment at University of Winchester Business School during the morning put paid to that.
    Anyway, to the conference. The two presentations following the mid-afternoon break were very interesting stories of failure. One concerned the Co-operative Bank and the other Manchester United. You don't often hear such stories at conferences, so when they are told it pays to listen, because lessons often abound. And so it was on Thursday afternoon. 
    Neil Gibb, of consulting firm SLP, talked about the appointment of David Moyes to succeed Sir Alec Ferguson. Gibb suggested that the appointment of Moyes was an abject failure. The outgoing Manager—a man not devoid of ego—anointed a successor, Moyes. Moyes was like Ferguson in many ways, except that he did not have a track record of success. Notwithstanding this, Ferguson's power (and aura?) prevailed and Moyes was appointed. Moyes coached and managed as he had done at Everton, and MU slid down the league tables. The resultant damage to the company has been conservatively estimated at £50.4m.
    What went wrong? Gibb suggested the succession process was a failure of culture, in that culture trumps most things. That those that employed Moyes did not do their homework adequately. Moyes did not have the 'swagger' that characterised over the Ferguson era. The players probably did not respect him either. With hindsight, the outcome was probably a foregone conclusion. However, something that I found more interesting was that Gibb did not mention the board. Clearly, power rested with Sir Alec Ferguson. It should have rested with the board. After all, the board 'owned' the important task of employing a new manager, or it should have. 
    The case demonstrates the hard (financial) and soft (brand and reputation) damage that can readily occur with a 'bad' appointment. While the board can take suggestions, and culture is crucial as Gibb stressed, the board should never forfeit control over succession plans and recruitment process. However, in the Manchester United case it seems to have done so. Moyes was the face of the failure. He got the blame when the board was culpable. Thanks to Neil Gibb for telling the story, and for Simon Osborne for inviting me to hear it.