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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.
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    ECMLG2014: The importance of values to performance (day 2 keynote)

    Conferences Governance Leadership Management Performance Research
    Jadranka Ivankovic, a Croatian businesswoman and VERN' University scholar, opened the second day of ECMLG 2014 with an important message: that values, and a strong values-set, are often the difference between success and failure in business.
    Speaking from an informed point of view (as a member of the Management Board of Podravka, a food manufacturing company), Ivankovic provided a timely reminder that the best strategy and management systems alone provide no guarantee of business success. Rather, successful business performance requires hard (management: plans, systems, actions, results) and soft (leadership: attitudes, values, culture, behaviours) expertise, at least.
    Ivankovic outlined how Podravka went through the process of creating, adopting and embedding a set of values in the very heart of the company. Something like 500 of the 5000 staff were directly involved, in focus groups; in informal discussions; in presentations and in communicating and championing the adopted values once they were agreed by the board. She suggested that the most successful companies are values-driven, and that if a company truly values its values set, there is actually only one boss: the values!
    While Ivankovic's message was not ground-breaking per se, it provided a timely reminder that businesses are actually constructions of people, and that without committed people, aligned to a common way of thinking, behaving and acting, then business success can be only but a dream.
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    ECMLG2014: Enterprise Architecture, a bridge to business performance?

    Conferences Governance Leadership Performance Research
    Marco Halen (Aalto University, Finland) is an interesting character. Like me, he came to research after a successful business career—in his case via information technology. He was the CIO of a major company before he embarked on a PhD recently, and his subject expertise is enterprise architecture. 
    Marco's paper was enlightening. He said that enterprise architecture is not well understood, but that those that do have a view think it has or is something to do with the IT department. From my very basic understanding, enterprise architecture is something that is discussed amongst IT-types and that it lacks any real credibility beyond the technical departments of companies.
    Halen asserted that enterprise architecture (EA) can be valuable to business, if it is reconceptualised as a bridge that spans between corporate purpose and strategy, and technology and information systems. However, any move towards effectiveness requires leadership. The CIO, who is commonly the 'owner' of EA, needs to work hard to reposition EA from an IT framework to a business framework; one that exists for the sole purpose of supporting and enabling strategy implementation.
    The unanswered question is how? The board and the executive of most companies are busy people. Proposals to implement yet another framework are unlikely to gain any tangible traction or support unless they demonstrably advance the business towards the achievement of its goals and objectives. Halen implied that the CIO needs to take a deep breath, learn a new language (of business); begin speaking in terms of strategy and performance; release EA to business executives; and reposition the EA experts as service providers to business (cf. fiefdom builders and cost centres).
    Halen's preliminary work is interesting, in that it provides a solid base from which to develop some alternative models; do some empirical research; test some ideas; and, potentially, improve business performance. If EA can be reconceptualised as a bridge as Halen proposes, then it stands a chance of becoming adopted more widely as a useful management tool. If not, the most likely outcome is that EA will be consigned to the scrap heap of esoteric ideas that have emerged from the IT department—solutions looking for a problem. I look forward to seeing how Halen develops his ideas.