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    ICMLG 2015 to be hosted in Auckland, New Zealand

    The 3rd International Conference on Management, Leadership and Governance (ICMLG) will be held in Auckland, New Zealand on 12–13 February 2015. This conference attracts leading thinkers from around the world. It is a significant opportunity to share research findings; debate emerging ideas on leadership, governance and strategic and operational management; contribute to the body of knowledge; and, importantly, meet some great people! In case you are wondering, the conference is designed for scholars and practitioners with an interest in these important topics.

    The call for papers has just been issued. I commend this conference to you, particularly if you undertake academic or commercial research, or if you are a doctoral candidate. I have delivered papers at the two previous conferences (click here and scroll down for details), and will be chairing a minitrack in Auckland.
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    Deloitte partner does boards and governance a disservice

    From time to time, I read newspaper articles and get annoyed. When I read this article, published today in the Dominion Post, the hairs on the back of my neck stood up. Do you notice anything odd or misleading? The article is easy to read and very accessible. The title is compelling, and the information is seemingly helpful. However, aspects of the article are poorly researched and, quite frankly, the suggestions do boards, owners and governance a disservice. Bill Hale, a partner at Deloitte, should know better. Allow me to explain, using one of the ten traits for business growth mentioned by Hale:
    Governance - A well-governed company is one that is under ‘adult supervision' - the founders are surrounded by people who have ‘been there and done that' before.
    Actually, this is not governance at all. This description perpetrates a serious misconception. Boards are not minders or coaches and governance is not a mentoring service, although many boards behave this way. Individuals directors or external advisors may perform these roles, but not boards should not. The concept of a board was established as a result of the separate of ownership and control—when absentee owners (investors, if you will) needed something to represent their interests and achieve their purposes. A seminal article, written by Berle and Means in 1932, makes the case very well. The board is an organisational-level structure: the purpose of which is to influence the achievement of performance outcomes, in accordance with the wishes of shareholders. Boards are responsible and accountable to the owners. Further, they are required (by law, in New Zealand, at least) to act in the best interests of the company.

    Can I suggest that corporate governance is actually a mechanism, through which business performance outcomes are achieved. Governance is not some structure or process as many (including Mr Hale it would seem) suggest, and the terms 'governance' and 'board' are not interchangeable. The activities and actions of boards (what they do), including setting strategy; making decisions; monitoring performance; and, hiring the CEO (for example), are processes—events that occur over time. Further, companies are made up of people, and people make choices. Consequently, the desired results—revenue growth in the case of the companies mentioned in this article—may or may not occur as a result of governance interventions, despite the best intentions of boards and managers—or anyone else that wishes to contribute.
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    Feltex case: yet more revelations

    There was another round of revelations in the Feltex Carpets case today, and they do not make good reading for the defendants. When I wrote about the case in March, the suggestion was that Feltex was a lemon and that most of the juice had been squeezed out already. It now appears as though the defendants knew of the sales shortfall before the IPO was launched. Oh dear. If this is correct, the directors knowingly oversold the business and misled prospective investors—which puts them is a very awkward position.

    The representative action case on behalf of 3639 former shareholders is being heard by Justice Robert Dobson. It has quite a complex case—both sides have been rolling in expert witnesses—so the judgement could be weeks away. Notwithstanding this, the decision has the potential to set an important precedent for future IPO activity, not to mention the duty of care responsibilities of directors and disclosure benchmark requirements. For this reason, it is being watched closely by investors; directors; advisors; and, the Institute of Directors in New Zealand (IoDNZ)—and rightly so.
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    Invited to submit article to journal!

    There was a very pleasant surprise waiting in my email box this morning: an invitation to submit an article for inclusion in a special issue of Leadership and Organization Development Journal. In March, I delivered a paper to the International Conference on Management Leadership and Governance held in Boston, USA. My contribution was noticed by the journal editors, which has led to them issuing the invitation.

    I'm both humbled and thrilled by this invitation: humbled that others see my work as valuable, and thrilled for the opportunity to contribute in this way. Thank you editors. 
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    What does "good governance" look like?

    Generally speaking, boards of directors are comprised of well-meaning, competent people who want the best outcomes for the company they oversee. They go about their work diligently, with the best will in the world. However, many of well-intentioned boards don't achieve the outcomes they plan for. Why is this? Given the thousands of boards that meet every day, and the plethora of research undertaken over the last four decades, you would think that it would be straightforward to define and replicate "good governance". After all, we know what "good" and "governance" mean, don't we? Sadly, the reality is somewhat different: every company, every board and every situation is, to some extent, unique. Therefor, standard "best practice" models and frameworks often don't work. Even after forty years of trying, we still struggle to describe "good governance", let alone know how boards influence performance outcomes.

    With this rather melancholic précis, it would be easy to conclude that boards are in trouble, and that the title question simply cannot be answered. I beg to differ. There are glimmers of light on the horizon, and they are worthy of investigation. This article is one. I commend it, and others like it, to you. While we have much to learn about boards and performance, knowledge of what "good governance" might look like is a good place to work from.
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    Invitation to submit a paper to #corpgov conference in Croatia

    A few days ago, I was invited to submit a paper to the 10th European Conference on Management Leadership and Governance (ECMLG). The 2014 edition is being hosted in Zagreb, Croatia. I'm humbled by the opportunity to offer a contribution.

    The deadline for paper submission is mid-June. My topic will 'access'. Simply stated, the paper will suggest that governance research needs to move on from its predilection with typically quantitative secondary data, to study what actually occurs in the boardroom. It is my view that first-hand observations are crucial if we want to truly understand how boards work, and to make credible suggestions about how they contribute to business performance. You can read the preliminary abstract here