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    If the CEO sets the vision, what value does the board add?

    Over the last three years, I have been banging a drum: that boards of directors need to lift their game. They need to get serious about their contribution to company success. Boards hold the delegated responsibility for the overall performance of the company, in accordance with the wishes of the shareholders. Therefore, important tasks of the board would appear to include setting vision (having understood the shareholders' wishes); determining strategy; and, oversight of management to ensure that the strategy is implemented effectively. Increasingly, directors are starting to think along these lines. For example, most of the delegates on each Institute of Directors Company Directors Course that I facilitate say that the board needs to set the vision and be involved in the setting of company strategy. However, when I watch boards in action, those that spend quality time on vision and strategy seem to be in the minority.

    A case in point is Microsoft. I was interested to read that Satya Nadella, the recently appointed CEO, has shared his first vision—an outline of Microsoft's direction under his leadership. His comments provide some early signals of where Microsoft wishes to head. Such guidance is helpful for staff, customers and investors. However, the article ascribes ownership of the vision to Nadella. There is no reference to the board, which is odd because the research suggests that there is a link between boards that set vision and get involved in the strategy development process, and improved company performance outcomes. This begs a rather obvious question: If Nadella and his managers are setting vision and strategy, what role is the Microsoft board performing (apart from adding cost)? Microsoft has a long and proud history of innovation, yet the very group charged with realising the wishes of the shareholders—the board—appears to be silent and adding no value. Could this be the case? I hope my assessment is wrong.
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    Mixed-sex boards are better. Yes, but why?

    Another research report on the topic of women on boards has just been published. This one was completed by Prof. Judith Zaichkowsky of Simon Fraser University in Canada. You can read the full report in the June 2014 issue of International Journal of Business Governance and Ethics (*), or read the headline findings here. Amongst other findings, Zaichkowsky found the boards with even one woman rated more highly than those with no female directors. This confirms a trend that was first noticed a decade or so ago.

    The most interesting part of the report for me was the means by which it was conducted and the scope of the findings. The study was based on the statistical analysis of a number of variables of interest. I don't doubt the validity of the results. However, the thing to keep in mind with statistical analyses is that they can only show, at best, correlations—which is exactly what Zaichkowsky achieved.

    Knowing that mixed-sex boards can and often do have higher corporate governance ratings is helpful. However, there is an elephant in the room. The killer question is to understand why mixed-sex boards rate more highly, so that other boards can learn and apply the knowledge to their own situation. I doubt the answer has much to do with gender per se. Women do something different in the boardroom or they bring something different to the discussion, I suspect. That different thing appears to be valuable, so I would love to know what it is!

    My suggestion to researchers thinking about tackling the "why" question is to get inside some boardrooms and observe what actually happens. That's what I did for my research (to explain how boards can influence performance outcomes). If you'd like to discuss how to achieve this, please contact me, I'd be very happy to exchange ideas, and to outline about how I went about the challenge of gaining access.

    (*) The original article is available from the IJBGE website, for a fee. 
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    Adapt or die: a recipe for change

    One of the big challenges for boards, managers and business leaders in the modern business world concerns change. Many leaders seem to be able to formulate strategy reasonably well. However, far fewer are effective when it comes to making organisational change happen. I was discussing this topic with a colleague this week—the context being the board's role in overseeing change—when they referred me to this short article published on the London Business School – Business Strategy Review website. The article took me about five minutes to read. However, as I pondered the ideas that author Therese Kinal mentions, the significance of her recipe started to dawn on me so I thought I'd share it with you. Kinal suggests that successful organisational change requires six ingredients:
    • A real, pressing and complex business problem
    • A diverse team with the right mix of skills and influence
    • Learning through action
    • Going through a battle
    • Synergistic co-operation
    • The coach

    Kinal offers some wonderful and highly pragmatic insights, based on a model she calls Unleashing. I won't repeat the detail of the article here, other than to say the recipe is people-centric (surprise, surprise), that none of the ingredients are optional and there are no shortcuts. If you are a company director, or an executive manager, I recommend you click on the link and read the article. I doubt you'll be disappointed. 
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    How does [strategic] thinking differ from planning?

    The leaders of two different companies contacted me this week to ask if I could facilitate a corporate strategy session for their organisations. Both are both respected, long-standing participants in their respective sectors. One is currently updating its strategy, and the other has some concerns over the performance of an important business unit:
    • Derry*: The board and CEO have recently reviewed business performance, conducted an environment scan, identified options and developed a draft strategy. The request from the CEO is to facilitate a joint board/management session to challenge the assumptions; test linkages between purpose, strategic priorities and action plans; and, help the board reach the point of deciding whether to approve the proposed strategy or not.
    • Terra*: The CEO is concerned about a steady decline in the fortunes of a business unit over several years. "We do good work, and customers like us, but we struggle to win new business. We seem to lack a differentiator." I asked about the purpose of the business as a whole, because steady decline over several years can be an indicator of a bigger problem. The CEO said that the rest of the business was doing well—the implication being that the corporate strategy is correct. It was his view that the problem is purely one of execution within the business unit.

    While these two situations were quite different, they highlight an important dichotomy that seems to catch more than a few people out—the vital difference between strategic thinking and strategic planning, and the importance of doing both:
    • Strategic thinking is the process of finding options. It's about the big picture, casting the net wide, to discover possibilities. It's not about solving problems or picking a winner.
    • Strategic planning is the process of narrowing down options, of selecting the preferred one to achieve the business' goal, and of creating action plans. It's exactly about solving problems.

    Derry has been through the thinking process and the planning process. Therefore, the discussion with the board and the CEO should be a real pleasure, because they have a context against which to conduct the debate. In contrast, the Terra CEO seems to have treated the troubled business unit in isolation from the rest of the company, and jumped to the conclusion that something is wrong within the unit. It could be, but I wonder whether the company has a bigger problem: whether the corporate strategy has some holes in it. Why has business declined? Is the once-strong market for the business unit's services still there? What part does/should the business unit play in the wider corporate strategy? The world may have moved on, so fixing a unit without grounding it in reality can be a waste of time and money. 

    The process of thinking about the wider context, the market within which a business operates is vital. The temptation is to go straight into problem solving mode is powerful—everyone likes the satisfaction of having created a plan to solve a problem. However, this is rarely the best first step. My fear for Terra that any work on the business unit will simply paper over a bigger problem. I've suggested some questions for the CEO to ponder before he goes too much further. The next conversation will be very interesting. In the meantime, the Derry workshop is booked.

    * Usual story: the company names have been changed, to protect the parties involved.
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    New job requirement: Ability to read a crystal ball

    Have you seen the new governance code that in being introduced in the UK later this year? It contains many good elements, and one that is quite scary. The new code will require (figuratively) directors to add a new line-item to their competencies: reading crystal balls. The new code seems to place a duty on directors to predict how long their company will remain viable. The so-called viability test is a big development, and one that may see directors running to check their insurances. While New Zealand and other jurisdictions utilise a solvency test (that directors do not trade recklessly and do not knowingly allow the company to trade while insolvent), this new development lifts director responsibility and accountability to a new level. 

    Directors of businesses that operate near the edges of moral, ethical and legal acceptability should be concerned, and rightly so. It will be very interesting to see how this development shakes out, and whether the boards of well-run companies have anything to be concerned about or not. What is your view?
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    Boardroom decisions: The crucial importance of context

    Things are looking rosy for the New Zealand economy—rosy enough that Paul Bloxham, Chief Economist at HSBC, reckons "New Zealand will be the rock star economy of 2014". An important driver appears to be continued strong demand for New Zealand's dairy and meat products, particularly from Asia where the move to protein-based consumption continues unabated—which reminded me of a speech that I heard eight to ten years ago, delivered by the then Chief Economist of Westpac Bank. The suggestion was that Chinese demand for coal and steel would wane, as massive infrastructure projects were completed. Demand would then shift to food, to feed the growing middle class. The corollary was that New Zealand could look forward to long-term demand for its primary exports, and the resultant economic growth from a steady stream of export receipts. The chickens seem to be coming home to roost.

    This seems to be good news, so what should corporate boards do with it, if anything? Should boards move quickly to capture "their share" of what is obviously a growing international pie? Should more capital be applied to drive expansion into new areas, or should companies stick to their knitting? These are important questions. In the last seven days, I have been party to discussions with two successful companies that are seriously considering international expansion, to become exporters of services to Asia on the back on high primary sector demand. My initial response was to suggest several questions that their boards should ask and answer before any decisions are made:
    • What is the actual opportunity?
    • How does it fit with our current strategy?
    • What do we know about the off-shore market that the locals don't?
    • How transferrable is our capability? 
    • What will the impact be on our established business? 
    • How will it fit with the wishes of our shareholders?

    The pursuit of opportunistic growth is often exciting. However, it is rarely sustainable. Boards need to stand back and look at the big picture—to understand the context within which they operate, check their strategy and understand how the so-called opportunity fits—before making any significant decisions. The pathway of history is littered with stories of companies—including some large, well-resourced ones—that have tried and failed to become exporters on the coattails of growth in another sector. However, if boards are adequately informed before they make important decisions about strategy and the application of capital, they stand a much greater chance of success. Growth opportunities abound, but context is crucial.