Tags

  • 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.
  • Published on

    Upcoming European trips: available for meetings or to speak

    Conferences Governance Strategy
    I will be returning to the UK and Europe in September and November to speak at conferences and attend meetings. If you would like to take advantage of me being in your neighbourhood, please contact me to arrange a meeting or book a speaking engagement. I'm happy to discuss anything relating to corporate governance, boards, strategy or company performance. My availability is as follows:

    • In September, I will be visiting Belfast, Northern Ireland (to speak at the British Academy of Management Conference). My daytime schedule is already full, however I am available for evening meetings on Tue 9, Wed 10 or Thu 11 in Belfast, or you can visit me at the BAM conference during the daytime.
    • In November, I will be visiting London and Zagreb, Croatia (to speak at the 10th European Conference on Management, Leadership and Governance). I am available for meetings in London on Mon 10 (afternoon or evening), Mon 17 (anytime), Tue 18 (anytime) or Wed 19 (morning only); or in Zagreb on Wed 12 (anytime). If you would like to meet in another city, please let me know because I have some travel flexibility. 

    I look forward to hearing from you.
  • Published on

    On corporate governance: circa 2012 and 2014. What's changed?

    Governance Performance Phd Readings Research Strategy
    I got a little bit fed-up with writing today, so I decided to read back through Musings, to see how the corporate governance discussion has changed over the last couple of years. Sadly, many of the topics discussed two years ago are still being discussed. Sure, the prevalence of articles about boardroom performance seems to be waxing, and the number of quota-based gender proposals has waned somewhat. That a very similar set of topics is being discussed is a shame. It suggests we are making slow progress. The following muse, originally written in October 2012, illustrates the point fairly well.
    Have you noticed the rising tide of news stories about corporate governance in recent months? While some have highlighted the fraudulent behaviours of some boards and directors, most of the articles have focussed on efforts to improve the quality of governance around the world. 

    Much of the current discussion is focussed on regulation and diversity. Some regulators, including those in Singapore, believe that good regulatory frameworks are key to investor confidence. Many others, including Hong Kong's Exchange HKEx and noted academic Dr Richard Leblanc, are promoting diversity as a means of improving the quality of governance. I applaud these moves, but question whether regulation and diversity are the variables that will reliably deliver the main goal of good governance: better company performance. Regulation, for example, is a compliance tool not a growth tool. While they provide important safeguards for shareholders and stakeholders, they don't help companies to grow.

    My conclusion, having reading hundreds of research reports and peer-reviewed articles, is that behavioural factors, social context and an active involvement in strategic decision-making are far more important than regulatory, structural or composition factors. As such, this is where our efforts to improve governance performance should lie. Ultimately though, the bottom line remains the same. Shareholders—whether professional investors or small business owners—need to know that the board is fulfilling its mandate to maximise company performance. If regulation or diversity helps achieve that, then well and good. If not, then let's move our attention to other factors—quickly—for the good of our economy and society.
  • Published on

    Diversity and performance...adding some context

    Governance Performance Strategy
    Several days ago, I mused about one of the most coherent arguments for diversity that I have read for a long time—you can read it here—so much so that I applied Leigh's thesis to boardrooms. However, I forgot to include an important link to an older post that discusses some other elements that appear to be important if boards are to have an influence on the achievement of company performance outcomes. Sorry, hopefully this short post makes amends!
  • Published on

    What is "corporate governance culture", and how is it relevant?

    Governance Leadership Performance Strategy
    Ah, culture, an oft misunderstood and sometimes misrepresented word. In the last few decades, a lot has been said about culture in business. Drucker's comment, that culture eats strategy for breakfast, is widely quoted. Given the importance of strategy to the achievement of objectives, culture must be really important! 

    Many of us know about culture, but what is it? You might like to read what others think culture is before you read on, because I have just come across a rather troubling variation: corporate governance culture. Yes, that's right. Corporate governance culture. It's mentioned here. Craft makes some good points in his article, but this term seems to imply that boards have their own culture, which leaves open the possibility that the rest of the company has a different one. That doesn't sound right.

    Craft suggests that the vital relationship between culture, strategy and performance is at the heart of good governance. We nearly agree. I suggest that the vital relationship between culture, strategy and boards is at the heart of effective performance. Same elements—different arrangement. But then Craft moves on, and in so doing he loses me:
    The only way in which a company is able to ensure that it is delivering the right type of business growth is through performance analysis and appraisal.
    Really? Performance analysis and appraisal are both rearward facing activities. How does looking backward only ("the only way...") help if you want to go forward? Bob Garratt's book, The Fish Rots from the Head, tells us most of what we need to know. Culture starts at the top, in the boardroom, and it pervades outwards from there. If boards expect to influence the achievement of company performance outcomes, they need to engender a company-wide culture and wrestle directly with strategy (which is "the art of command" after all). So, let's leave cute terms like "corporate governance culture" where they belong—on the cutting room floor.
  • Published on

    If the CEO sets the vision, what value does the board add?

    Governance Leadership Performance Strategy
    Over the last three years, I have been banging a drum: that boards of directors need to lift their game. They need to get serious about their contribution to company success. Boards hold the delegated responsibility for the overall performance of the company, in accordance with the wishes of the shareholders. Therefore, important tasks of the board would appear to include setting vision (having understood the shareholders' wishes); determining strategy; and, oversight of management to ensure that the strategy is implemented effectively. Increasingly, directors are starting to think along these lines. For example, most of the delegates on each Institute of Directors Company Directors Course that I facilitate say that the board needs to set the vision and be involved in the setting of company strategy. However, when I watch boards in action, those that spend quality time on vision and strategy seem to be in the minority.

    A case in point is Microsoft. I was interested to read that Satya Nadella, the recently appointed CEO, has shared his first vision—an outline of Microsoft's direction under his leadership. His comments provide some early signals of where Microsoft wishes to head. Such guidance is helpful for staff, customers and investors. However, the article ascribes ownership of the vision to Nadella. There is no reference to the board, which is odd because the research suggests that there is a link between boards that set vision and get involved in the strategy development process, and improved company performance outcomes. This begs a rather obvious question: If Nadella and his managers are setting vision and strategy, what role is the Microsoft board performing (apart from adding cost)? Microsoft has a long and proud history of innovation, yet the very group charged with realising the wishes of the shareholders—the board—appears to be silent and adding no value. Could this be the case? I hope my assessment is wrong.