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    Latest #corpgov research sounds great—until you read it

    Governance Performance Readings Research
    For some months now, I have been wrestling with the possibility that corporate governance might not be a structure or a process, but rather a mechanism that is activated by boards in some way. I've been beavering away on this, without seeing much other research activity in the same area—until today, when this release from Penn State arrived. The article referred to corporate governance and mechanisms in the same sentence. Wow! Could this article point to some research along the same lines as my attempts to get to the bottom of what actually happens in boardrooms? Here's the first three paragraphs:
    UNIVERSITY PARK, Pa. -- The most effective corporate governance occurs when a mix of complementary mechanisms that include CEO incentive alignment and both internal and external monitoring mechanisms are present, according to a new study from Penn State Smeal College of Business faculty member Vilmos Misangyi and his colleague from the Singapore Management University.

    Corporate governance refers to the collection of activities meant to help ensure that executives make the best decisions for shareholder profitability. While much past research has attempted to evaluate the effectiveness of each governance mechanism individually, Misangyi’s study of the S&P 1500 firms instead takes a holistic view of how these activities work in concert to achieve profitability.

    The two primary categories of governance mechanisms include incentive alignment and monitoring. Alignment mechanisms incentivize executives to act in the best interest of shareholders through, for example, CEO stock ownership and compensation contingent upon firm performance. Monitoring can occur from both internal and external sources, such as boards of directors and shareholders owning large blocks of equity, respectively.
    By the time I got this far—three paragraphs into a nine paragraph release—the wind was gone from my sails. My hopes were dashed. Misangyi and Acharya seem to suggest that effective corporate governance occurs when CEO incentive alignment and monitoring mechanisms are in place. They evaluated two variables (they call them mechanisms) in 1500 firms and described their research as holistic. Interesting. There is a growing body of research that suggests that board's involvement in the development of strategy and in the making of decisions is what matters. Misangyi and Acharya's release makes no mention of anything along these lines, nor is there any suggestion that the researchers directly observed any of the 1500 boards in their study. 

    I'm looking forward to reading the full research report when it is published, to see whether this is another study based on secondary data and hypothetico-deductive science, or whether Misangyi and Acharya have discovered a whole new paradigm.
  • Published on

    On capitalism, stock markets and wealth creation

    Governance Leadership Performance
    The steady stream of new listings on the New Zealand Stock Exchange in recent months has been fascinating to watch; the behaviours of the participants especially so. Stock markets are, by their very nature, bastions of capitalism; a central place for sellers and buyers to trade stocks in the pursuit of personal or corporate wealth. The New Zealand market is no exception.

    The New Zealand market is operated by NZX Limited, itself a publicly traded stock. Yesterday, when NZX reported its six-month result ($7m profit on $31.2m revenue), the CEO touted for more listings. This should not be surprising, as more participants means more revenues. High company performance is generally recognised as being good, because important economic and societal benefits flow from high company performance—as long as the profits stay in the system. Yet when one looks under the covers, a large portion of the profits being generated by NZX may actually be leaving the system.

    The largest NZX shareholder (39%) is New Zealand Central Securities Nominees Limited, a trading company owned by the Reserve Bank of New Zealand. This means nearly 40% of all dividends paid by NZX go to the government; they leave the system. Is this good? Rather than an exchange that generates large profits—much of which end up in the governments coffers—wouldn't the market be better served by one that operates on a cost-recovery basis, whereby all participants pay a recovery levy to play? Given NZX's inherent efficiency, fees could be reduced by 22% without difficulty. This would leave more money in the hands of the participating companies—where it is most needed to grow and develop the economy. Such an approach seems to be more conducive to capitalist ideals and, importantly, improved societal wellbeing don't you think?
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    What constitutes "sufficient disclosure" by boards?

    Governance Performance
    Gentrack's share price has taken a hit in recent days, following a profit warning. The announcement surprised many, because it came so soon after the company went public in June. Last week, the company announced that a project had been delayed, and today news emerged that the company knew of the delay before it completed its initial public offering. However, this extra piece of information was not declared at the time because "we didn't think it would have a revenue impact on us".  Gosh, this is a big call. Does this mean that the company had been hiding something that should have been disclosed during the IPO process? 

    This brief case raises interesting questions of disclosure:
    • If a board has knowledge of a potentially material event (that could affect its share price), should an announcement be made? 
    • What latitude should board have in terms of what must be disclosed and what may be disclosed?

    I sense a fine line here, between transparency (so that investors and prospective investors are informed), and commercial sensitivity (to shield information from competitors). Given the company went public just a few weeks ago, I think I'd be erring on the side of transparency. There's no joy in getting off-side with the market when you are just starting out on a rather public journey towards wealth creation. 
  • Published on

    Are IPO vendors and private equity investors too short-sighted?

    Governance Performance Strategy
    A couple of months ago, I wrote a few articles about the head-long rush towards IPO listings that had been occurring in New Zealand, and asked whether the supply-and-demand equation had reached a tipping point. Since then, many of the companies that listed have suffered at the hands of the market. Some questioned whether the companies were fit to list in the first place. Yesterday, Brian Gaynor made his view plain:
    The problem is that investment banks, private equity investors and other vendors have adopted an incredibly short-sighted, profit maximisation strategy.
    I think Gaynor is on to something here. Rather than thinking about the core purpose of the company and a robust strategy to achieve that purpose, many of the vendors and private equity investors seem to be more interested in profit maximisation (realising a strong return on their own investment). If this assumption is correct, then another—potentially far worse—problem lies under the surface: did the pre-IPO board act in the best interests of the company (as required by the New Zealand statute) by bringing the company to IPO?

    The strength of an economy is dependent on many things, including companies that deliver value to their customers, employment to their staff and profits to their owners over a sustained period. The greedy pursuit of quick profits might satisfy vendors and private equity investors at the time, but rarely is it beneficial to the wider economy or to society at large. However, the invisible hand of the market may be at work. The poor performance of the recent IPOs could actually be a salutary warning signal for vendors and private equity investors contemplating bringing their own company to IPO—to think carefully about their motivations.
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    The inside/independent director tension: are we there yet?

    Governance Leadership Performance Research
    Image description
    Harking back to your childhood, do you remember asking "Are we there yet?" while travelling with your parents? I do, and sense my parents' negotiation skills and patience were tested each time one of their four sons opened their mouth.

    Fast forward to 2014. I want to ask the question again, although in a different context: the debate over the value and contribution of inside and independent directors. The debate has been simmering away for years. On the current evidence, it shows no sign of abating or of being resolved. Two recently published articles highlight the problem. The case for independent directors made by Larry Putterman, and the suggestion that independent directors destroy shareholder value, have stimulated a fair bit of discussion. Which one is right? They both can't be, or can they? The tension is palpable.

    Many corporate governance researchers—and practising directors and other commentators—seem to have a love affair with counting things and with finding a single "truth" about the way to achieve a desired result. Boards are made up of people who make choices, and they change their mind based on the circumstances before them. Therefore, every board is, to some extent at least, unique. What I can't understand is why we continue to think that a specific structure or composition might make one iota of difference to performance. Surely studies of boardroom behaviours, interactions and activities are more likely to lead us to a credible answer to the conundrum?
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    Advisory boards and deemed directors: redux

    Governance Leadership Management Performance
    I've been asked to several times over the last month to explain or expand my views on advisory boards. It seems that some of the comments I've made in meetings and on this blog have set people thinking. That's not a bad thing in my view, but because boards are complex, things change, and the popular answer is not always the best answer (although it can be). The most recent discussion took place on a domestic flight last week. I happened to be seated next to a professional acquaintance. We struck up a good conversation on a range of topics. After a lull, he asked "So what have you got against advisory boards?" We had a good chat. Rather than replay that conversation here, I thought it might be helpful if I pulled up the following short piece to ponder. It was written in December 2013:
    The matter of advisory boards has become topical in recent years, particularly amongst emerging companies seeking additional help. Advisory boards are established in many cases to provide advice and oversight on some sort of ongoing basis—the motivation being to access advice without forfeiting control or passing responsibility.

    However, vital differences between boards of directors and advisors to boards are not well understood, such that advisors may be deemed to be directors (or officers) anyway. Kevin McCaffrey made this point at a symposium earlier this month (see point #4). The matter has also been discussed on the Institute of Directors' discussion page on LinkedIn.

    As a further illustration, the Employment Relations Authority has reportedly imposed maximum penalties against a business owner and her advisor in relation to an employment matter. While this case appears to involve malpractice, it highlights the point of this post—that advisors can be (and increasingly are) deemed to be accountable in the eyes of the law. Caveat emptor.
    My view on advisory boards is "be careful, be very careful". If you want advice on a specific matter, buy it. However, if you want on-going assistance to set the direction of the company, spread the decision-making risk and to drive performance, then a board can be a helpful construct. But please, don't get advisory services confused with corporate governance.