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    You cannot comply your way to great outcomes

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    I am a son of a dairy farmer, a grandson of two (dairy farmers); a father of three adult children (none of whom have any interest in farming), and a grandfather of one grandson. I was born in a seemingly simpler time, before JFK’s audacious challenge: "We choose to go to the moon."

    While the natural path was to follow those who had gone before me, my eyes were opened to new possibilities while living in the United States: I discovered business and technology. That, and, more generally, my innate curiosity led to a decision to study software engineering, manufacturing systems and management. A career in product development, project management, international business development and leadership followed, and, later, in 2001, a rather significant decision to leave paid employment, to serve others directly. 

    Today,  25 years on from that decision, I have had the good fortune to study, travel, and contribute in a variety of ways including serve on the boards of over 20 private and family businesses and social enterprises; advise and educate thousands of boards and chairs on five continents, and regulators and governments as well; deliver hundreds of keynotes and talks, on stages large and small; and, quietly, research boards and their impact on business outcomes.

    None of this makes me special—but it has made me who I am. 

    Along the way, I have noticed a few oddities, some of which have exercised my wee grey cells deep into the evenings:

    • While most directors are well-intentioned, some are downright lazy. Why is this so?
    • One in  six directors understands the business of the business they are charged with governing. Worse, only one in twenty boards are united as one when it comes to the purpose of the business, the reason it exists. This being the case, how can any board do its job if directors don’t know what their job is?
    • Conceptions of what corporate governance is vary, widely, despite a definition being offered Richard Eells, who coined the term in 1960. He said corporate governance describes the structure and functioning of the corporate polity (the board). Cadbury's refinement (1992) “the means by which companies are directed and controlled” made the performance and compliance aspects of every board's work explicit. Given these perfectly adequate definitions, why do some many academics, consultants and others continue to propose new definitions?
    • Many people and organisations have over the decades proposed and pursued best practice recommendations, corporate governance codes, and compliance measures, in the hope of better outcomes. Considerable effort has been applied. that is clear—but for what effect?
    • Because boards are social, the key to great outcomes is likely to be (social) as well. If values, culture, and behaviour matter more than structure and regulation, why do structural recommendations and 'regulation first' approaches continue to dominate the discourse?
    • In life, you cannot comply your way to great outcomes. If you want better, you gotta do better things better, n'est-ce pas? I have concluded that boards are no different—and that if boards are to have any hope of governing with impact, they first have to understand what governance is, and work out how to put their understanding into practice having taken into account prevailing circumstances.

    I have been told I'm an outlier on some matters. That may be, but am I the only person who thinks like this?

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    Mundane May: half-time

    May 10–16th: Life on the road, in a proud republic.

    To see earlier pictures: May 1st–2nd, May 3rd–9th.

    May 10: Rush hour… late morning in autumnal Melrose Estate

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    May 11: Watching or hiding—or both?

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    May 12: Growing ambitions.

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    May 13: Up or down?

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    May 14: Uber travel, for point-to-point movements.

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    May 15: Move—yes, but what, where, and when?

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    May 16: A colourful interlude, en route home.

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    Is what you see what it is?

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    I have been based in Johannesburg this week, working with boards and directors in both South Africa and neighbouring countries. What has struck me is their entrepreneurial spirit: their ambition to realise the full potential of the companies they govern. That most are looking beyond compliance-based orthodoxy, for clues to help them get ahead, has been refreshing.

    While conversations have been wide-ranging—from board structures and compositions, to enquiries about the Strategic Governance Framework, corporate governance codes, board pack designs and board meeting frequency—one topic has stood out: artificial intelligence.

    On AI, everyone wants in it seems, but not necessarily to deploy AI tools and agents directly in the boardroom (although some are). Instead, having heard of my involvement with AI since 1984 (I studied the topic and built an ‘engine’ at university), they wanted to hear my perspective on several macro issues—especially how companies might gain, and possibly even sustain, competitive advantage.

    My responses to directors have been fairly candid:

    • Maintain an open mind.
    • Technical advances are racing along. What was bleeding edge yesterday, may well be mainstream soon, or even passé.
    • Don’t try to become an expert—learn to ask great questions of experts.
    • Ensure projects that incorporate AI tools are tested against corporate strategy for alignment. A good question to ask is something like, “How will this project advance our strategic ambitions?”
    • The business case to secure efficiencies and improve effectiveness within business operations, and in the preparation of board reports and administration of board materials, is fairly strong.
    • Encourage staff to try stuff, but in your capacity as a director, be vigilant. Ensure the outputs produced by the AI tools (agents) being trialled are reliable and consistent before committing capital. If reliability is questionable, the likelihood of the board making high-quality decisions is low.
    • Judgement, reasoning and intuition remain, exclusively, human capabilities.
    • Any policies developed need to be policies, not procedures dressed as policy.
    • Be cautious of inflated claims and overzealous consultants and sales people!

    The appeal is great, but so is the hype, so keep Wittgenstein’s aphorism close:

    From it seeming to me—or to everyone—to be so, it doesn’t follow that it is so.

    These are my thoughts, this week. As I listen, read, and learn, I may change my mind. How do you see the so-called ‘AI-opportunity’ emerging?

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    Who’s looking at you?

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    Have you ever wondered who is looking at your website, and why? My new website was published seven days ago (well, a very similar website), so I decided to look at the analytics, to get an idea.

    To my astonishment, some 40,600 total visits (page hits) have been recorded over the past seven days, from just over 8500 unique visitors. Extrapolated, that points to over two million page hits per year.

    This sounds impressive. I’m not convinced, and closer inspection shows the numbers are not quite what they seemed at first glance. When ‘include Crawlers/Bots’ is de-selected, a clearer picture emerges: the total visitor count drops to 10600-odd. That about three quarters of the traffic to petercrow.com is not by or from real people is good to know. That they are AI-tools and other systems, hoovering around collecting data justifies our investment in appropriate security. That one-in-five visits is from a mobile device suggests our selection of a tool that provides desktop-, tablet-, and mobile-friendly display options—automatically—was a good decision too.

    Turning to the ‘real visitors’ now. If one-in-four Unique Visitors are not bots, about 2100 people visited the some part of the site over the past seven days. Some (most?) will have been curious about the new site. But others looked at one or more Musings articles; and some have checked some other aspect of the capabilities and credentials material.

    Even if one or two per cent of these ‘real people’ are genuinely interested (20 per week), and ten per cent of these get in touch, my decades-long quest (to provoke candid conversations to help boards can govern with impact) has, probably, been worthwhile. Onward.

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    When time is up, act

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    These past few weeks, I have been acting as an envoy of sorts—a go-between to help tackle some problems that, ultimately, seem to come down to strained relations between shareholders, directors and senior management. While one case is playing out in a rapidly-growing PE-funded entity, and the other in a smaller enterprise, the situations are remarkably similar: the organisations appear to have outgrown the leadership capability of the CEO, and the board and CEO no longer see eye-to-eye.
    In one case, the leader is the founder; in the other, the CEO has led the entity for over two decades. In both, signs of Founder’s Syndrome are apparent. The cases are difficult because the CEOs have led well. But things have changed, and both deny they might be part of the problem, much less that leaving might be the best option for the organisation.
    The cases are proving insightful reminders for me—not only as examples of the destructive impact when behaviours turn negative, but of something most decent management and leadership courses teach: No one is perfect, and no one is indispensable.
    In contrast, consider the actions of these leaders:
    • Sir Rod Drury, founder of Xero and recently-named New Zealander of the Year (*), has been lauded for his entrepreneurial expertise and success. Yet he stepped away from executive leadership at Xero about a decade ago, and from the board in 2023. The business has not stalled or failed—it has grown bigger and better. 
    • George Washington, the first President of the United States, served for eight years and then retreated to Mt. Vernon, even though he was encouraged to remain President. 

    These men, both highly successful in their respective fields, knew something many chief executives and board directors miss: humility matters. When the time is up, act. Strive to leave on good terms. And, if you think it might be time, it probably is. Chances are, it might be one of the best leadership decisions you make. 

    (*) Drury returned the New Zealander of Year award in early May, following several allegations by female staff. The situation illustrates a profound truth: those in power must be vigilant, for the distance between humility and hubris is remarkably small. (update: 10 June 2026)

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    Towards great: governing with impact

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    In 2018, before mankind was tipped upside down by a global pandemic, the chattering class had been very active, responding vociferously as news of various corporate failures and missteps came to light. Carillion plc and the Institute of Directors (both UK), Steinhoff (South Africa), AMP (Australia), and Fletcher Building (New Zealand) were topical examples. The consternation and angst was palpable.
    That seemingly strong and enduring organisations were failing (or suffering significant missteps) on a fairly regular basis concerned many; for the societal and economic consequences significant. Many commentators (primarily, but by no means exclusively, the media) responded by berating company leaders (specifically, the board and management), placing ‘blame’ squarely at their feet. This is a reasonable: ultimate responsibility for firm performance lies with the board after all.
    Fast forward to 2026, what has changed? Well, if post-Covid failures are any indication, not much. The Post Office scandal in the UK, accounting firm PwC, and Port of Auckland (New Zealand), have been in the news for all the wrong reasons. Wilko (UK), GDK Group (Australia) and Du Val Group (New Zealand) are three amongst many that have collapsed under large debt burdens. Fletcher Building has suffered again too, which suggests it may not have learned from its earlier experiences.
    Amidst it all, calls for tighter regulation and stiffer codes abound. This, despite the geographical spread of corporate failures implying that local statutes and codes are probably not a significant contributory factor. Examples of compliance-driven responses include the King V code (South Africa), ISO 37000 standard (global), and Better Boards Act proposal (UK).
    The responses of boards I have been invited to sit with in recent months have been telling: some have circled the wagons, to defend against accusations that they may have been negligent; some have diverted blame elsewhere, such as, management or regulatory burden; and, some board directors have simply walked away, the burden too great.​ Others have decided that focussing attention on what matters (engaging strongly, in pursuit of sustainable performance), is what matters most.
    Given the chatter in business and social circles, and in the media, it would be easy to join in; to berate all and sundry. But let’s not go there. Instead, it is probably more productive to identify activities and behaviours that may have contributed to the situations, in search of learnings:
    • The role of the auditor: Most if not all of the firms mentioned above were attested by their respective auditors to have been reported accurately and operating satisfactorily. Yet, clearly, some were not. Whether the auditors were in cahoots with management, or the board; failing to discharge their duty to provide an accurate and impartial  assessment; or, even, inept, is a matter of speculation in most cases. Regardless, something in the audit world is amiss. To date, few commentators have called out the audit profession as being an accessory.
    • ​​Business knowledge: Remarkably few of the directors of the companies identified here seem to have understood the business of the business they were governing at the time. Often, directors are recruited for their technical skills (notably, legal and accounting expertise) or extant relationships. Relatively few had significant experience in the sector the business operated in. This is consistent with global research by McKinsey, which revealed one director in six possess relevant knowledge. How any board can make an informed decision when most of its directors do not understand the wider operating context well is perplexing.
    • Director engagement and behaviour: Most of the directors of the companies noted here had a classical conception of board work and engagement: They read their papers and attended board meetings, but did little else. The relationship with management was distant and aloof; directors rarely engaged with each other or the company between meetings; and they saw their most important contribution as being the hiring or firing of the chief executive—all characteristics of a board focussed on control, not governance.
    • Board involvement in strategy: The boards of all of the firms identified here relied heavily on management to prepare strategy. Directors backed themselves to ask questions and respond to proposals when they were presented. Some delegated strategy approval to management. While most directors appear to have been well-intentioned, the resultant outcomes tell the story. A heavy reliance on management is, clearly, unwise. What of “trust, but verify?” If the board is not involved in the development of strategy in some way, as researchers and commentators increasingly recommend, the likelihood of the board understanding what it is being asked to approve and subsequently providing adequate steerage and guidance is low.
    If boards are to learn from the failure cases noted here (amongst others), the first and, frankly, most pressing priority is to mitigate apparent weaknesses and focus on what matters. My research suggests that sustainably high levels of firm performance are possible, but they are contingent on several factors, including:
    • Ownership: The board is the apex decision-making authority in every company, meaning it is responsible making the very biggest decisions. Consequently, if the board is to have any influence over performance at all it needs to take responsibility, directly, for the big calls.
    • Purpose: If performance is to be achieved and sustained over time, all contributors need to understand their role and why it is important. Sadly, many directors bypass the ‘why’: they do not understand (and, therefore, cannot describe) why the company exists (activity trumps reason, it seems). Even if they can, directors often do not hold one view. Agreement on why the company exists—its purpose—is crucial: it provides the touchstone against which strategy is formed, all other decisions can be made, and performance assessed.
    • Strategy: Purpose alone is insufficient. Strategy is the course of action required to achieve the agreed purpose. While no one model (of strategy development) fits all situations, the board should roll its sleeves up and get involved in the formulation of strategy, together with management.
    • Effective boardcraft: This is the biggie. My article, Towards more effective corporate governance, paints the picture.
    Some commentators have suggested that the success of the board is entirely a matter of luck. I disagree. While outcomes are not guaranteed, my doctoral research and experience supporting boards across five continents suggests boards can exert influence beyond the boardroom, including on firm performance. However, this is contingent: they need to focus on ‘the right things’.
    Unless and until boards start taking their responsibility for the performance for the company seriously, the hope of much changing remains, sadly, dim. What is your experience?