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    Misalignment: The elephant in the room

    Accountability Capitalism CEO Chairman Corporate Governance Effectiveness Governance Leadership Performance Productivity Strategy Value Creation
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    News of Emmanuel Faber's dismissal as executive chairman of Danone, a French food conglomerate, has caused quite a stir. Mr Faber, a fervent proponent of stakeholder capitalism and ESG, had led the company for seven years. Since 2017, he has held both the chair and chief executive roles (a situation disfavoured by many investors, academics and advisors due to concentration of power risk). Though charismatic and influential, the record shows that company performance has languished under Mr Faber's leadership, and staff turnover increased too. Clearly, something was amiss.
    Sustained pressure from activist investors, disgruntled by Danone's performance (relative to its competitors, over several years), finally elicited in a response. The Danone board decided to separate the chairman and chief executive roles; Faber would remain chairman of the board and a new chief executive would be recruited. But this attempt by Faber to placate the activists while also retaining power was received poorly. Faber was, in the eyes of the activists, a lead actor and, therefore, a big part of the problem. He had to go they thought. Realising this, the board ousted Faber.
    Proponents of both stakeholder capitalism and shareholder capitalism have taken Faber's demise as an opportunity to come out from their respective corners to argue the merits of their favoured ideology. The purpose of this muse is not to add to that discourse; it is to consider another matter brought in to view by the case at hand: that of misalignment.
    If a Chief Executive acts against the direction of the board (or without the board's knowledge), or if a board is disunited over a strategically important matter (purpose or strategy, especially), company performance (however measured) will inevitably suffer. Danone is a case in point. 
    Matters of misalignment, either amongst directors or between the board and chief executive, need to be resolved promptly. Similarly, if purpose and strategy are clear, coherent and agreed, but subsequent implementation is poor or ineffective (the saying–seeing gap), the board probably has a leadership problem. ​Attempts to satisfy all interests—appeasement—rarely achieve satisfactory or enduring outcomes, as Neville Chamberlain discovered in 1938–1939. 
    Directors need to be alert (individually and collectively, as a board); united in their resolve to pursue agreed goals; and, their tolerance for underperformance must be low. If the board is complacent in the face of misalignment or poor strategy execution, and it does not act, it becomes part of the problem. Sooner or later, shareholders will notice, and it is reasonable to expect they will act, to protect their investment.
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    Where are we headed, and are we making progress?

    Boardcraft Decision Making Effectiveness Governance Leadership Performance Strategy Sustainability
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    Have you ever wondered what it would be like to travel in a plane without any knowledge of where you might be headed? While this prospect may excite some, the idea of flying without a destination or purpose in mind beggars belief for most people. 
    Successful air travel is predicated on knowing the destination; a precursor to the pilot creating a flight plan to make the journey and arrive safely. Air travel is, generally, safe and straightforward when this principle is applied. But things can go wrong, and if they do, pilots must be ready to respond well. For that, years of training and accumulated experience are vital. And vigilance too: continuously reading onboard and external signals to verify progress, and to spot and respond to any emerging problems.
    ​Successful governance is directly analogous. Knowledge of the destination and how to get there (purpose and strategy) is vital, as is constant monitoring of both the general direction (to verify progress is being made towards the desired goal) and the current situation (to detect any emerging problems). 
    Boards are, in general, reasonably good at reading and understanding the current situation. But they are not nearly as good when it comes to general direction. Knowledge and agreement around the ultimate goal, how to get there and how progress might be measured remains problematic. If directors and boards lack clarity on these matters, their ability to govern well and ensure the performance of the company into the future is lost. The consequential risks are high. Chances are, the board and the company will be knocked around—moving but not making progress, just like a cork in a washing machine. ​
    Does your board have this in hand?
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    Good things take time, sometimes a very long time

    Accountability Corporate Governance Effectiveness Governance Leadership Performance
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    We live in a fast-paced world, where the only constant seems to be change itself. Nine months ago, messages promoting the latest and greatest scheme (or product or idea) bombarded our senses daily, imploring us to embrace something better. Hope prevailed. Now, with the outbreak and impact of coronavirus, the situation is quite different.
    Despite the ebbing and flowing of seasons and circumstances, even the onset of crises, some things remain remarkably constant; stable despite great turbulence and the best intentions of enthusiastic advocates to move things along. The corporate boardroom is one such example.
    Earlier this year, during the early days of the coronavirus, I re-read Making it Happen, Sir John Harvey-Jones' reflections on leadership. Harvey-Jones, a successful businessman and industrialist, was perhaps best known for leadership of British firm ICI, culminating in his chairmanship from 1982 to 1987. His insights are timeless; arguably still relevant today, 32 years after they were first written. To illustrate the point, here is a selection of salient comments Harvey-Jones made about boards in 1988:
    • Many boards are unclear as to whether they are merely a coordinating committee, or whether their primary responsibility is to intentionally make decisions to take the company into the future.
    • Board members are often chosen from amongst the most successful executives. But governance is different from management.
    • Many incumbent board members assume that new appointees will 'pick it up as they go along'.
    • Boards do not easily set for themselves the sort of criteria of success that they unhesitatingly apply to every other part of the business. Unless a board continuously reviews and criticises the way it is working, it is extraordinarily difficult for it to improve its performance.
    • It is important not to go in to a meeting without some clarity as to what you are expecting to achieve. If you attend because the meeting has been called, with little personal aim, you should ask yourself why you are going at all (to the extent of asking why you should continue as a board member).
    • It is perfectly possible for boards of directors to meet regularly and never discuss any creative business at all—a "severe abnegation" of both personal and collective responsibility according to Harvey-Jones.
    Do any of these points sound familiar? They probably do, because, sadly, many of Harvey-Jones' observations are still prevalent today. Given the duties of directors, why are some boards still reluctant to embrace change when circumstances change, or a crisis strikes?
    Is it time your board took stock, not only of the company's strategy and business model, but of itself?
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    What are the keys to effective leadership?

    Accountability Corporate Governance Decision Making Director Development Effectiveness Leadership Performance Value Creation
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    As a devotee of life-long learning and a student of history, I keep an eye out for ideas and examples to share with boards and directors—in the hope that some might prove useful to help boards lead more effectively, from the boardroom. Amongst the news feeds and magazines that cross my desk (actually, computer screen), this journal often contains thought provoking articles. Recently, I was looking through some older issues and stumbled across this item, which explores effective leadership. The author offers seven 'keys' to effective leadership, as follows (I've taken the liberty of attaching a comment to each—a consideration for boards and directors):
    • Provide the why: Why does your firm exist? People get behind causes, not things. Simon Sinek makes the point better than anyone else I know. Purpose first, then strategy. 
    • Embrace variety and listen: Cookie cutter approaches to strategy rarely work. When your board and management team goes off-site to form strategy (yes, together), are customers, suppliers and industry experts invited into the tent, to explain what's important to them and their success? In my experience both as a director and a facilitator, the value these people provide is priceless.
    • Influence: Boards do not operate companies directly, that role is delegated to the chief executive. The only way boards can get things done is through the actions of others (who need to agree to act). Effective working relationships are crucial, and everything needs to be tied back to the agreed purpose and strategy of the enterprise.
    • Read, think, write: How busy are you as a director? Companies and the markets they operate in are complex and fluid. If directors are to contribute effectively and boards are to make good decisions, they need understand the business of the business. Getting up to speed and staying there takes time. 
    • Lead education and change: It all starts at the top. Bob Garratt made this point deftly about twenty-five years ago. His book should be on every director's reading list. Another suggestion: directors need to commit to continuing professional development (ideally, through an accredited provider or local directors' institute ). 
    • Understand failure and take risk: I re-read this article when preparing to facilitate purpose and strategy development workshops, or to complete a board effectiveness assessment: "True strategy is about placing bets and making hard choices. The objective is not to eliminate risk but to increase the odds of success." Enough said.
    • Understand surprise and chaos: As much as directors and chief executives like to think they can, they cannot predict the future. If Covid-19 is to teach us anything, it is that. Companies that have endured over generations get this. Learn from them.
    Comments?
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    Curiosity, COVID19 and the cat

    Accountability Corporate Governance Decision Making Leadership Societal Wellbeing
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    The global crisis brought about by COVID19 has precipitated a range of reactions and emotional responses. These have included fear (of catching the virus, becoming very sick or even losing life); frustration (that civil liberties have been withdrawn); anger (the prospect of high levels of state control after the immediate crisis has passed); praise (the selfless actions of first responders and healthcare professionals); disappointment (of not being able to spend time with loved ones); beatification (of some political leaders); confusion (about the conflicting official guidance); and more besides. Inherent biases are also on display, as people turn to social media to express themselves (or react to what others have written). Some have supported the government's actions and public health responses; others have been highly critical, even vitriolic.
    It's perfectly natural for people to react to what they read and hear about the situation and the uncertainty foisted upon them—and to be curious about the motivations of leaders and what the future might hold. 
    In times of great crisis (when chaos tends to reign), the most important priority for a leader (board of directors, executive team, community leaders or the government) is to re-establish a sense of stability and order, noting the fine line between providing leadership and imposing one's will.
    Effective leaders tend to roll their sleeves up, identify options, openly encourage alternative perspectives, make decisions based on best-available data and assumptions thought valid at the time of the decision, and explain why decisions have been taken. But as the situation develops—and it will, both naturally and in response to various interventions—progress and data need to be reviewed. Effective leaders display an openness to reverse or amend earlier decisions promptly if new data do not conform to a priori assumptions. Transparency and accountability are both crucial to maintain the confidence and support of stakeholders.
    But effective leaders also look beyond the immediate crisis. They ask questions to discover what the future might hold, and whether the crisis presents an opportunity to do things differently. But they don't pursue change for change sake. Over the past two or three weeks, a bevy of visions of what a post-COVID19 world could or should look like have been published by think-tank groups; futurists; independent consultants; journalists; social media commentators; self-styled experts; company leaders and other pundits. Amongst those shared to date, 'digital transformation'; 'locking in new ways of working'; 'a post-office world'; 'the end of globalisation'; 'balanced capitalism'; 'a more inclusive society' and other similar phrases have featured prominently. Some of the proposals I have seen are coherent and merit further investigation; others are little more than bias-laden and thinly-veiled attempts to influence public opinion in favour the author's favoured ideology. Hopefully, political leaders have been considering options to rebuild the economy and social fabric too, but these are yet to be revealed.
    With so many options (and many more to come, no doubt), business, political and community leaders face a daunting challenge: of threshing the wheat from the chaff, and making strategically-important decisions in the best interests of others, not self. To decide where and how to move next, in the midst of great ambiguity and uncertainty, is not for the faint-hearted. Wisdom and maturity are invaluable capabilities in this context.
    Many tools and frameworks are now available to help leaders make sense of a multiplicity of options, and to respond well given the prevailing context. The Cynefin Framework is worthy of consideration. (Hat-tip to a Netherlands-based colleague who reminded me of it recently.)
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    Regardless of which approach or framework you use, high-level sense-making and systems thinking expertise is vital. Heterodox ​perspectives are to be encouraged too. Without these, leaders run the risk of becoming introspective, leaning in on natural biases or, worse, preferred ideologies. Also, great care must be exercised to ensure intended visions are made plain, strategies are coherent and decisions are evidence-based. If such care is not taken, those concerned by what they deem to be inappropriate experimentation or investigation might bite back. ​Curiosity killed the cat, after all.
    The COVID19-induced crisis presents leaders (politicians, boards of directors, community leaders) with a golden opportunity to take stock and, having thought carefully, make decisions in the best interests of the constituency, company, community they serve. Effective decision-making in chaotic situations is far from straightforward, but our future prosperity depends on it.
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    Boards and crises: seeing the bigger picture

    Accountability Corporate Governance Effectiveness Leadership Performance Strategy
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    The unexpected outbreak and spread of Covid-19 has had a seismic effect on the lives and well being of people, around the world. Politicians and government officials have activated crisis response plans (some more quickly and effectively than others) and business leaders have reached for their continuity plans. Amongst the turbulence, little if anything is clear—except that SARS-CoV-2 has our attention.
    Horizons have shortened, and most if not all resources have been diverted to deal with the situation. This is reasonable, but it also exposes the company to a significant risk. Business leaders (especially boards) need to keep one eye on the future, because the crisis will eventually pass. When it does, companies need to be ready to 'go' in the post-crisis environment, lest they be outgunned by others. 
    The most pressing questions for boards as they look to the future relate to the wider operating context, the answers of which inform strategic choices.
    • What has changed, and what might things look like after the crisis has passed?
    • How does this effect our ability to compete; and our ability to win?
    • What adjustments (both strategic and operational) are needed to ensure the company is positioned to thrive in the future?
    ​As boards work through these and other related questions, careful judgement (wisdom and maturity) is needed, to both balance competing interests (resourcing the crisis versus strategising the future) and to avoid traps that have the potential to stymie the company's recovery. Here are three pitfalls that can entrap boards:
    • Short horizon and great detail: While horizons are, naturally, shortened during times of crisis, boards need to begin looking further into the future early. But, when they do, they need to resist the temptation to dive into the detail (many directors associate detail with higher quality decisions and the mitigation of risk). This is a trap. A strong focus on perfection and detail diverts one's gaze away from the big picture, the wider context within which the company operates. Emerging but still weak signals and new risks will be missed. Left unchecked, the resultant strategies and decisions will be little more than long lists of activities. Roger L. Martin's words speak volumes: "True strategy is about placing bets and making hard choices. The objective is not to eliminate risk but to increase the odds of success". If in doubt, play long—but refine often.
    • An over-optimistic outlook: Strong leaders like solving problems, but they are also prone to thinking they are better or more capable than they are. We see it in politicians, project leaders and business executives: humans have an innate tendency to overestimate their abilities, especially to predict future outcomes. Boards are no exception. One way of mitigating this is to ensure someone acts as an advocatus diaboli  (devil's advocate), to challenge the thinking at each step along the way. Another is to explicitly seek expert advice from independent sources. An external facilitator with a strong personality (to manage egos!) can also be very valuable.
    • Confusion over the board–management nexus: This trap is more common than most care to admit. Usage of the term governance over the last 15–20 years has become so widespread (in appropriate and inappropriate contexts), that is has become a panacea for all manner of corporate activity and ills. With it, the board–management nexus has become clouded, with the two parties unsure of who is doing what. If the board and management are to work well together, with the company's best interests to the fore, a well-defined of division of labour is required, to allocate to tasks explicitly to the board, to management, or to both.
    The temptations to look just ahead; embrace detail; mitigate all risks; confuse strategy and tactics; conflate the roles of governance and management; and be highly optimistic are very real—more than many would care to admit. But they are by no means insurmountable. 
    Boards intent on ensuring the company is well-positioned to emerge from a crisis intact know that high quality steerage and guidance is vital: a clear sense of purpose (reason for being), a coherent and appropriately resourced strategy that is relevant to the circumstances, a dedicated team and effective oversight. They also know that this principle holds regardless of the company's size, sector or span of operations.
    A much brighter future awaits those companies that do not lose sight of the bigger picture as they work through the mire towards solid ground.