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    Museum CEO exposed as ineffective. But what of the board?

    Governance Management Performance
    Te Papa, the Museum of New Zealand, is front-page news today. This time, the museum has "lifted the lid on Michael Houlihan's disastrous tenure as its chief executive"—a strong opening statement by the newspaper. Houlihan has presided over several years of poor business and financial performance since his arrival in 2010. However, two big loss-making exhibitions and the Chief Executive not coming "anywhere near meeting any of the targets we gave" led the board to its decision to agree to Houlihan's departure.
    Thankfully, the Te Papa board has now acted. A new Chief Executive has been appointed, and the museum is looking to the future. The Minister of Culture and Heritage seems to have had her confidence restored as well, now "[new] Chief Executive Rick Ellis and Chair Evan Williams are now steering the ship in the right direction".
    The newspaper suggests that the problem lay with the Chief Executive, by implying that he was ineffective. Indeed he may have been, but is that where the enquiry should stop? The Chief Executive is accountable to the board, so the board should not be beyond scrutiny. The board's job is to govern (to steer and to pilot). This is (or should be) an active role. Why did it take two years to act? Was it asleep at the wheel? Some further enquiry is likely to be beneficial—not as a witch hunt, but to reveal insights and provide guidance for other boards.
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    That composition will be the #corpgov story of 2015: Really?

    Governance Leadership Performance Research
    Sorry folks, but I have just seen red. Rich Fields, a correspondent at Tapestry Networks, has just proclaimed that board composition will be the big corporate governance story in 2015. I'm surprised, really surprised. 
    For well over a decade now, the academic and practitioner communities have been exploring a wide range of board structure and composition options, in search of a causal link with business performance. Many attributes of boards and directors have been investigated including gender; CEO duality; independent director; board size; and, diversity, amongst others. Positive, neutral and negative associations have been reported in the research. Earlier this week, I wrote a thought piece on independent directors, and offered the following conclusion:
    A variety of conclusions are apparent in the research. Cause has not been established. It's a bit like saying that female directors cause companies to perform better. Increasingly, people are realising that board performance is more likely to be contingent on what directors do in certain situations than on who they are or any specific board structure or composition. Like gender, the independence attribute is likely to be a proxy for something else. We need to discover what that might be, so it can be used to qualify the suitability of director candidates and inform board performance assessments.
    Respectfully, I suggest Mr Fields needs to think a little harder about what is known already and what is yet to be discovered. Aspects of composition may be topical, but to suggest that board composition will be the hot topic is rather myopic. We need to move on, and turn over some other rocks, elsewhere.
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    What difference do independent directors actually make?

    Governance Performance Research
    I see the Italians have updated their corporate governance code. The new code, most of which comes into effect on 1 January 2015, requires, amongst other things, publicly listed companies to have at least two independent directors. This sounds like a good move; one which is consistent with codes elsewhere, including New Zealand and Australia for example. The basis for requiring at least two independent directors (also called outside directors in some jurisdictions) on the boards of publicly-listed companies sounds robust: independence is said to be conducive to improved decision-making and to transparency, and two directors have more chance of exerting influence than one lone voice.
    But what of the holy grail question? Do independent directors enhance business performance? 
    Many practitioners think that the approach to discussions, debate and decision-making by independent directors is more deliberate and objective (than executive/insider directors), primarily because independent directors are thought to be less emotionally involved in the day-to-day business and that they have less to gain or lose. Over the last three years, I have read upwards of 50 research papers on independent, non-executive and outsider directors.  While the research is not unequivocal, the general tenor seems to bear practitioner perceptions out. 
    However, the impact of independent directors on business performance far less clear cut. A variety of conclusions are apparent in the research. Cause has not been established. It's a bit like saying that female directors cause companies to perform better. Increasingly, people are realising that board performance is more likely to be contingent on what directors do in certain situations than on who they are or any specific board structure or composition. Like gender, the independence attribute is likely to be a proxy for something else. We need to discover what that might be, so it can be used to qualify the suitability of director candidates and inform board performance assessments. Only then will the writers of codes be able to move beyond the reasonably blunt instrument currently in use: proxies.
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    London and Europe, in early Spring

    Governance Leadership Performance Strategy
    I am sitting the United Lounge, in the new Queen's Terminal at Heathrow, awaiting the departure of my flight home after a very productive trip to England and Europe. In the last ten days, I have been fortunate enough to speak at the European Conference on Management, Leadership and Governance in Zagreb; refine aspects of the doctoral thesis; meet with executives from the US and UK to discuss board practice matters; discuss research opportunities with UK-based researchers; and, catch up with some research colleagues and make some new acquaintances. To top it off, I attended a Holy Communion Service at St. Paul's in London and was taken on a most wonderful tour of Winchester (the ancient capital of England), including the Cathedral where the da Vinci Code movie was filmed. While trips away can be physically and mentally demanding, and I am looking forward to returning home, my mind is thinking ahead to the next trip, such is the wealth of opportunity that presented itself over the last ten days. Here's a small selection:
    • I have been asked to address a class of Masters-level students at the University of Winchester.
    • A confidential recruiter has begun exploring the possibility of an appointment to a UK-based board.
    • An opportunity to collaborate on a research project, to explore the leadership–board nexus in multi-national companies has emerged.
    • I have been asked to make two presentations, to a board and to an executive team (two different companies), on the topic of strategy in the boardroom. 
    As a result of these opportunities (and a couple of others that I'm not at liberty to mention), I plan to return to the UK and Europe in the early Spring (probably in mid-March), hopefully with my freshly minted doctorate in hand. I expect to be based in London, and may stop over on the East Coast of the USA en route.
    If you would like to explore aspects of strategy in the boardroom, board practice or business performance; or to arrange a meeting or a presentation, please contact me directly. I can travel to any major centre in the UK, or in Western or Central Europe, if required. I look forward to hearing from you.
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    Public consultation: OECD Principles of Corporate Governance

    Governance Performance
    The OECD is partway through a process of updating its Principles of Corporate Governance document. The current document dates from 2004. In the decade since, much about the way boards could, should or actually do work seems to have changed (although whether business performance has improved as a result of these changes remains an open question!), so an update makes good sense. A public consultation process opened on 14 November. It remains open until 4 January 2015.
    The link to the OECD's call for submissions is here. I intend to make a submission and encourage you to do so  if you are knowledgeable of corporate governance, board practice and business performance matters. The submission address is dafca.contact@oecd.org.
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    ECMLG2014: Closing reflections

    Conferences Governance Management Performance Phd Research
    The 10th European Conference on Management, Leadership and Governance is over. The conference organiser, Academic Conferences International, and the host, VERN' University, did a great job hosting the event in Zagreb, Croatia. I now have returned to London, ahead of some meetings with researchers and business people before flying home later in the week. Some reflections on the conference:
    • Conference numbers were steady when compared to the last couple of years. However, the quality of the papers, and the quality of the questions and informal discussions was up on recent years.
    • Notwithstanding the generally high standard, several papers should never have been accepted on to the programme. The session that I chaired was one of those that suffered in this regard: one speaker mounted a personal crusade on the topic of corruption. He vehemently rebutted questions and comments from the floor during question time even though those asking the questions and making the comments had supporting references (and the presenter did not). I hope the organisers work a little harder on the review process in the future, to ensure this type problem does not occur again. It lowers the tone of the conference unnecessarily.
    • The divide between what researchers know and what practitioners think they know is wide. It seems academic researchers continue to be quite cautious in terms of their approaches to knowledge creation, and practitioners are quite cavalier (making claims without any robust supporting evidence). This is particularly apparent in the corporate governance space, where practitioners are quite happy to claim a causal link between various structural responses (women on boards, number of independent directors) and company performance, even though the research community has produced conflicting evidence in each case.
    • Personally, I was able to test several aspects of my current research, both in the paper that I presented, and informally over food and drink. The feedback was really helpful to the refinement process. Also, I received several approaches to collaborate on some projects in the future which is quite exciting.
    • I was pleasantly surprised at the state of the Croatian economy, the openness of the people, and the general condition of Zagreb. The Berlin Wall came down 25 years ago, signalling the fall of communism in central and eastern Europe. While the Croats have embraced western ways in the cities at least, they seem to have done so without losing their rich heritage. The resultant meld appears to be quite rich.
    Sharp-eyed readers will notice that I have not reflected on my own paper, or on the session that I chaired. The reason for this is straightforward. It's pretty hard to offer anything approaching an objective critique of one's own paper, and the prospect of making comprehensive notes (to inform the blog summary) when also chairing the session is 'too hard'. If you would like a report on the session or my paper, or would like any other information about the conference, please contact me.
    Next year, the conference is being hosted by the Military Academy in Lisbon, Portugal. I met Luis and Carlos when they announced the location and the date (12–13 November 2015). They are great guys and, if the professionalism and commitment they demonstrated in Zagreb is any indication, the 11th edition of the conference promises to be a fantastic event.