Performance - Peter Crow | Helping boards govern with impact

Published on: 8 March 2016

Keynote speaker: Governance evolution and future trends

Earlier this year, Lloyd Russell of TCB Solutions and Deb Coren of AMPLIFI Governance contacted me to discuss an event they were planning in their home town of Brisbane, Australia. They wanted me to deliver some talks and share some insights on the evolution of governance—with a specific focus on family-owned businesses. After learning more about their plans I was thrilled to accept the invitation. With that, planning got underway.

Two events have now been scheduled on Thu 19 May, one in the morning and the other in the evening.

If you are a family or private business owner; or an independent director, advisor or partner, then this event may be of interest. Click on the image for more information and to register (a new browser page will open).

Published on: 1 March 2016

What does the Age of 'self(ie)' mean for business?

One Saturday morning, about fifteen years ago, my elderly father-in-law and I sat in the morning sun, sharing a few stories over a cup of tea. He was asking about my then burgeoning advisory business and family life. I was interested in hearing him reflect on his experiences in business, particularly his career-long journey with the same employer—from a junior staff member to, eventually, chief executive.

As he spoke, Bill reminded me that he only ever had one employer, and that although he had been blessed to contribute at many levels he had only ever completed one job interview, that being when he first got a job. He went on to talk about the power of team over individual, and of loyalty to both your employer and your own principles. Much has changed since he retired in 1984, not the least of which has been the erosion of the values that served as Bill's North Star throughout his career.

Today, most things are negotiable. For many, the motivation has changed, from providing service (to the employer) to self-service. Never has this been more apparent in the everyday behaviours of staff, particularly the younger generation. If we don't get want we want, or if we get a better offer elsewhere, we act. That staff and customers are more interested in self(ie) has huge implications for productivity and value creation in the longer-term. While team productivity is a matter for the chief executive, value creation is the responsibility of the board on behalf of the shareholder. How is your board wrestling with this? Does your board regularly allocate time to understand the changing environment, consider strategic options and make strategic decisions? Companies that expect to thrive in the future need to address the emergent challenge of 'self(ie)'.

The best place to start the discussion is in the boardroom.

Published on: 26 February 2016

Directors: Are you alert and active, or snoozing at the wheel?

The recent collapse of one of Stonewood Homes' franchisors has placed the conduct of directors squarely in the spotlight once again. The company collapsed owing about $15 million. This article makes the issues plain, and it serves as a warning for other directors.

The Companies Act 1993 specifies the duties of directors, including that they must act in the best interests of the company and not allow the company to trade recklessly. That a company collapsed owing such large debt suggests that the company may have been trading near, at or beyond its means for some time. Whether the directors of the collapsed company were negligent or not will be determined in due course, I'm sure.

The role of a director carries much responsibility. If you are a director, you must know and understand your duties and responsibilities under the Act, and whether you are discharging them correctly. If you have any doubt, discuss the matter at your next board meeting and seek independent advice from a competent lawyer. Don't forget to ask about related legislation—you may have responsibilities under other pieces of legislation and you may not realise it. An independent governance review, to review the operation of the board as a whole might also be in order, to assess the board's performance especially in relation to value creation. Another consideration is professional development, to ensure all directors are adequately trained and knowledgeable.

Published on: 19 February 2016

Board size and composition: the Goldilocks effect

Board diversity and board size are common topics of conversation in governance circles these days. Hardly a week goes by without one or both topics being mentioned. Most commonly people ask about board diversity and the relationship with firm performance, and the 'perfect' board size. Typically, my responses have been "Yes, diversity is good" and "No, there is no such thing as a perfect board size". Beyond that, context kicks in because every board, governance situation and even every decision is, to some extent at least, unique.

I have happily shared these responses and offered other supporting commentaries to all who ask—until now. What's changed? This article has set me thinking. Here are some insights that bear further consideration:

On team (read, board) size: Many boards of directors have five to fifteen members (the largest board I have advised had eighteen members—what group dynamics disaster). Contrast that with the research cited in the article and elsewhere, which suggests that six is pretty close to optimal. Beyond six, cliques emerge and the likelihood of free riding increases. Have you seen any of these characteristics? It might be time to review the size of your board.
On diversity: Diversity has been heavily promoted amongst the governance community in recent years. While diversity can be great for ideation, it can also be bad for cohesion. That's because the board needs to operate as a team. The research suggests that some similarity is good (i.e., shared understandings not same physical attributes) because it enhances effectiveness in performing complex and unpredictable tasks (like board decisions!). The point here is that sameness is good in some ways (operating basis and purpose) and diversity is better in others (ideation and debate). Striking the balance takes maturity.

So, food for thought. The article was published by the Wharton School at the University of Pennsylvania—not by some backyard consultant or agency trying to sell services. This means we can rely on the commentary. While it may or may not be 'right', it certainly has substance. I would love to hear what you think about these matters after you have read the article and pondered the ideas and suggestions.

Published on: 14 February 2016

How can NEDs / board members stay strategic?

Much has been written in recent years about the governance of organisations, boards and directors. Many different views have been expressed. With it, different understandings of the function of boards have emerged. In some quarters, 'governance' has become a panacea for all manner of organisational ills. Others speak and behave as if the board is a beating stick to 'keep the executive honest'. Relatively few have held true to the original concept (kybernetes: to steer, to guide to pilot). Consequently, it is little wonder that some new board members can be unclear about their role.

The task of governance includes decision-making that affects the long-term future of the organisation. In other words, strategy and strategic decision-making. While the plethora of understandings abound, the question of how NEDs and board members ensure they stay strategic remains.

I had the honour and privilege of hosting an on-line forum recently to discuss this question. A large community of UK-based board members gather every week to discuss governance matters of interest. A summary of the discussion that I was involved with has been posted here, on Storify. Enjoy!

If you have any questions, or want to explore matters further, please get in touch.

Published on: 6 February 2016

Who's actually in control at Yahoo?

The much storied Yahoo Inc. continues to consume column inches (or, pixels if you consume your news online). From bold beginnings, Yahoo has endured a mixed career as an Internet search engine business. Current chief Marissa Mayer has had her fair share of headlines as well, including some stinging criticisms over some of her management decisions. Now, with a proxy fight looming, Yahoo has issued this release, which has been reported by Ronald Brausch on Dealpolitik (and no doubt others).

The release and associated commentaries make interesting reading, especially for students of corporate governance, strategic management and firm performance: For example, the release implies that ownership of the new strategic plan lies with the CEO. Consider these two statements:

Maynard Webb (Yahoo chairman) is quoted as saying, "The Board is committed to the turnaround efforts of the management team and supportive of the plan announced today."
Brausch writes "I think the board continues to support Ms. Mayer’s plan to turnaround Yahoo...".

These statements raise a really interesting question. They imply that control lies with management. Does ultimate responsibility for firm performance not lie with the board of directors? Why has the board chosen to stand a little aloof from this? Are these statements simply examples of sloppy copywriting within Yahoo and on Brausch's part, or does control over the company strategy actually lie with the CEO?

While I have no doubt that some investors are keen to gain partial or complete control of the company (as Brausch reports), the commentary suggests that a more pressing challenge needs to be addressed if Yahoo is to become great again. The question of whether the board or the CEO is calling the shots and, therefore, is actually in control needs to be resolved, and quickly.

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