Research - Peter Crow | Helping boards govern with impact

Published on: 3 September 2014

BAM2014: Final programme published

The 28th Annual British Academy of Management Conference is now less than a week away. The conference is being held in Belfast, Northern Ireland, on 9–11 September, and the final version of the BAM2014 programme is now available on the conference website. I'm down to deliver my paper on Thursday morning.

This year, over 640 full and developmental papers will be delivered over three full days. Helpfully, the wide range of topics have been grouped into 24 tracks. In addition to the papers, keynote speakers will address the delegates each morning; and there are symposia; special interest group meetings; professional development workshops; and, a gala dinner (at the Belfast Titanic Museum, no less) to attend. Delegates will be busy!

If you are interested in a particular track or specific paper, but cannot attend, please let me know. I will do my best to attend the presentation for you and report back. Also, if you are planning to attend the conference and would like to meet up over a coffee or snack, please contact me via Twitter or email.

PS: As has become my practice during conferences, I will provide summaries and reflections throughout BAM2014, so please check back regularly if you are interested.

Published on: 22 August 2014

I learnt a new phrase today: 'governance sects'

The English language is constantly evolving, as we find new ways of describing things and expressing ourselves. Sometimes, words and phrases are helpful abbreviations of a new social phenomena ('selfie'). Other words and phrases convey a reasonably strong value judgement, like the one I learnt today:

The use of 'sect' to describe those that promote new ideas about boards and corporate governance, or suggest derivations or deviations from existing ideas, raises the stakes. According to my dictionary a sect is "a group of people with somewhat different religious beliefs (typically regarded as heretical) from those of a larger group to which they belong".

Why some people find it necessary to promote aspects of the bigger picture as being the picture is beyond me. If the purpose of a board is to optimise company performance in accordance with the shareholder's wishes, and corporate governance is the mechanism through which the board seeks to achieve this, is this not where our effort should lie?

Published on: 20 August 2014

We all get stale. How do you freshen up?

One of the big challenges of tackling a major project relates to vitality. When we set out to tackle something new, be it a hobby, a job, a long walk, a marriage or something other 'project'; we generally start with much hope and anticipation. However, over time, we can get a little stale, as the rigours and routines of the daily grind take precedence in our mind over the goal that we set out to achieve. Sound familiar?

Regular readers will know that I've been working on a major research project in early 2012. The good news is that the end is now in sight. However, there is still much to do and the risk of getting stale is never far away. One of the techniques that I have used to keep fresh is to change the focus temporarily—by helping others solve gnarly real-world problems. Today for example, I had the privilege of working with a group of directors and a manager—helping them wrestle with their business, to try to get some clarity around core purpose and strategic priorities. The Chair's closing comment, "the morning was incredibly worthwhile", suggested that progress had been made. Next week, I have an independent review of another board to do. That board has some interesting challenges around focus; role; and, interaction with the Chief Executive.

Small 'side' projects keep me mentally fresh. They get me out of the office and away from the routine of the research. Sitting with real people, and helping them wrestle with real problems, is so invigorating. Crucially, when I return to the research, I feel sharper and seem to work more effectively. How do you freshen up?

Published on: 15 August 2014

Latest #corpgov research sounds great—until you read it

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: 7 August 2014

The inside/independent director tension: are we there yet?

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?

Published on: 1 August 2014

Should we think about boards like we think about cake?

I have shared the following story twice in the last 24 hours. It resonated with those that heard it, so much so that I thought a wider audience might also appreciate it.

My wife provides a useful sounding board for my research work. However, she tells folk that she's no governance expert. I suspect she knows way more than she lets on. Here's why. While we were on vacation recently, we chatted about my doctoral research a couple of times. One time, out of the blue, she offered this analogy:

Aren't boards a bit like cakes? A cake only becomes a cake after the ingredients are combined and the mixture is baked. A cake cannot be explained by describing each of the individual ingredients, or even the mixed dough. Why pull something apart to explain it, when it only makes sense when it is complete?

I thought this was a really profound analogy. It provides a timely reminder that we need to think about boards and the context within which they operate—the company—in a holistic way, if the goal is to explain how they influence performance outcomes. A close inspection of individual attributes of boards won't give us that.

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