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    Boards of directors: is form or function more important?

    Governance Management Performance Research Societal Wellbeing Strategy
    Much has been made in the business press in recent weeks of the possibility of splitting the Board Chair and CEO roles at JP Morgan. Arguments for and against have been made, and now a non-binding shareholder vote is imminent. I can't help but feel disappointed by all this rhetoric, because arguments about Board form (structure) miss the point.

    For the last 40 years or more, researchers and practitioners have searched for "the ideal Board structure" through which high performance will occur. Despite considerable effort, attempts to produce an ideal structure, or explain how Boards contribute to business performance, have failed to produce definitive results. If we pause and reflect, this lack of clarity should not be a surprise. Governance is a complex, socially dynamic phenomena, not a predictable closed system or a mass of separable attributes. As such, empirical knowledge (of the past, or of form) cannot be used to credibly predict future performance.

    Rather than continue to argue over form (that is, argue over structural variables including Chair/CEO duality, gender diversity, non-executive directors), attention needs to move to the holistic consideration of governance itself, and what Boards do (how they function). Then, and probably only then, will we start to gain a clear understanding of how Boards actually contribute to business performance. But is that asking too much of the JP Morgan Board and other Boards? I guess time will tell.
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    Company directors: what are your real responsibilities?

    Governance Management Performance Readings Research Societal Wellbeing
    Two posts on corpgov.net have caught my eye this week:

    Together, these articles present a significant challenge to the corporate governance community, and company directors in particular. To most Boards, the purpose of the company is to achieve growth and to maximise shareholder value, period. But is this narrow focus appropriate? Does it help society, or does it add to its burdens?

    As I read the articles, I found myself thinking about the relationship between economic growth and societal wellbeing. You don't have to be a rocket scientist to understand that a narrow focus on profit or growth is a rather selfish win/lose strategy. Shareholders win and the rest of us lose. Is that fair? Perhaps Boards should be compelled to take account of wider societal factors as they fulfil their important role. What do you think?
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    Does conflict and governance go together?

    Governance Management Performance Readings Research Strategy
    Earlier today, I read an interesting article posted on the HBR blog site about conflict and governance. The author, Solange Charas, described two kinds of conflict: cognitive (task-oriented) and affective (emotionally-oriented) in her article. She asserted that cognitive conflict is essential in creating value, whereas affective conflict erodes value. Charas' research is consistent with other research which reports that cohesiveness, vigorous debate and creative interaction are hallmarks of a good strategy development process (refs: Levrau & Van den Burghe, 2007; Kerr & Werther, 2008). 

    My point in raising the topic of conflict/debate in the boardroom? Many of the boards that I'm familiar with or have been privileged to observe are devoid of cognitive conflict, despite directors themselves telling researchers that vigorous debate leads to improved decision quality. Discussions tend to be "nice", lest someone offends someone else. But are such genteel behaviours good for company performance? 

    Can I suggest directors need to put their reputations and any affective behaviours to one side, and focus their attention on what they were appointed to do: explore strategic options and make strategic decisions (some of which may be quite contentious), and maximise performance (through the CEO). Perhaps if they do so, and adopt cognitive conflict practices, then we will start to see some serious value being created from the boardroom.
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    Time to "come out"...

    Conferences Governance Performance Phd Readings Research
    Over the past few months, I have been quietly testing some of my doctoral research ideas with a few esteemed members of the academic community. I've also chatted with some practicing directors as well. The discussions have been incredibly valuable, because they have generated a lot of interest and feedback, all of which has enabled me to refine and adjust the research.

    On the strength of the feedback received, I have decided that it is time to "come out" as it were; to begin share my ideas with a wider community. To this end, I have submitted a paper abstract to ECMLG 2013. The abstract has just been accepted, so now I need to prepare a paper and start saving to get to Austria in November. How exciting!

    And the ideas that have generated the interest? Here's a peek: Much of the governance research to date has involved the statistical analysis of large data sets, resulting in correlations between observable variables and rich descriptions. However, no definitive theories to satisfactorily explain how Boards contribute to performance have been produced. Despite considerable effort, researchers appear to have reached an impasse. A new research agenda in required if progress is to be made—one that moves from the study of isolated variables (structure, composition, behaviours) to the holistic investigation of governance itself. My reading of philosophy has exposed critical realism (CR) as an interesting basis for a new agenda. CR rejects the common view that social phenomena (of which governance is an example) are a mass of separable events or attributes.

    When I re-read the literature through a CR lens, several discrete ideas that I've been pondering for some time started to come together into a cohesive picture. It seems that active engagement; an involvement in the development of strategy; and, the making of strategic decisions are somehow potentially significant causal mechanisms that explain how Boards actually contribute to business performance. Next step is data gathering and analysis. If validated, a new theory of governance which explains how Boards contribute to performance will hopefully emerge. Thankfully, I now have a philosophical framework to build upon. Yahoo!

    So, there you have it—my ideas out in the open. Sorry if this summary was tough to read and understand! If however, you are interested in governance matters, and particularly in governance research, and would like to chew these ideas through, please post a reply, or contact me directly.
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    Is it time for our business schools to get closer to business?

    Management Performance Research Societal Wellbeing Teaching
    Acclaimed businessman, Rob Fyfe (formerly CEO of Air New Zealand), was reported this week as saying that business students don't understand leadership in the real world, and that universities should take a more authentic approach to leadership study. I agree.

    Over the last two years, I have been immersed in post-graduate study—initially a post-graduate certificate in business, and subsequently doctoral study. In so doing, I have observed some rather interesting behaviours and patterns that, quite frankly, trouble me.
    • A large percentage (perhaps the majority, even) of the academic researchers and tutors I have come in to contact with seem to have a very relaxed attitude towards time. The importance of time that pervades business is not apparent in academia. 
    • Many of the students I've met (both under-graduate and post-graduate) seem to lack any real appreciation of how business is conducted. Consequently, their ability to appreciate management concepts and theories, and think about them critically, is compromised.

    The consequences of these behaviours and patterns appear in the assignment submissions, theses and research reports produced by students and faculty. Much of the material is technically correct but either hard to understand or lacking in any applicability to real-world situations. It's almost as if the "so what?" question has never been posed, let alone wrestled with.

    In my opinion, all aspiring business students should be required to undertake at least five years practical experience in a relevant field before they are accepted into any post-graduate programme. Also, faculty should be required to do a significant period of field work on at least a sabbatical basis (every seven years). This type of requirement would ensure students and staff have at least a basic understanding of business in the real-world. Such a model may well be threatening to some faculty who sit comfortably in their learned environment. However, I suspect the quality and practical usefulness of the research produced, and calibre of graduates re-entering the workforce, would increase markedly.

    What do you think?
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    Poor company performance: Boards need to be held accountable

    Governance Management Performance Research
    Can shareholders and other stakeholders "blame" Boards for poor company performance? Should they? What is reasonable? If we accept that the Board is the ultimate authority in any organisation (and we should, because the legislation in most western jurisdictions supports this position), then the Board should be accountable for company performance.

    This seemingly straightforward answer is not nearly so straightforward in practice however. Companies are open systems, and company performance is affected by many factors, some of which are external to, and beyond the direct control of, the Board. David Walker discussed this point in a helpful opinion piece which appeared in the Guardian this week. Notwithstanding the complexities discussed by Walker, the Board should never be excused from taking its responsibilities seriously; from being engaged; from understanding the company's business; from regularly considering strategic options and making strategic decisions; from actively monitoring performance; from making adjustments as necessary; and, from standing by its decisions.

    The Board needs to understand how the company is performing at any time. If company performance fails for some reason, the Board should know about it and act decisively. This is what shareholders expect. If a Board cannot or will not act, or if it does not understand actual performance, it should be replaced. Ultimately, the buck has to stop somewhere. This is accountability.