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    Does good governance require a fresh approach?

    Accountability Governance Leadership Performance Tough Questions
    I've been pondering this question for quite a few years now, since reading a seemingly endless stream of articles about the global financial crisis of 2007–2009 published in the popular press and academic literature. Curiously, many authors identified the board as a source of failure (of corporate governance), yet few if any have offered positive contributions to put corporate governance back on the tracks. This apparent void was one of the motivations of my doctoral research quest. 
    However, from time to time, articles do stand out, because the authors speak out. Their comments may not be popular, but take a stand they do. Recently, the ICSA recognised one such author, Ruth Keating, who openly asked the question in a recent essay competition. Two sentences towards the end of her well structured and very readable essay say it all:
    “Corporate governance can do better, and with significant investment, capital and jobs on the line, it must. Good governance requires a new approach, because governance has become a formality to be satisfied rather than something which can be hugely valuable."
    My hope is that, by openly asking the question (as Ms Keating has) others might join the debate. One outcome could be a new understanding of corporate governance and a genuine commitment by the board to add value. Who knows where this might lead, perhaps even to a new normal, whereby boards expect to exert influence from and beyond the boardroom. If that is achieved, a new dawn might not be too far away.
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    Are you onboard or overboard?

    Accountability Decision Making Governance Performance Strategy Tough Questions
    This muse is the second in an occasional series being written over the holiday period entitled Tough questions about boards. The first muse considered the question of board size. This one looks at board commitment, by asking the question:
    • How many directorships is it 'reasonable' for a competent director to hold at any one time?
    The number of concurrent board appointments is a touchy topic for some directors, especially those who think in terms of turning and contributing 'on-the-fly'. How any director can expect to make meaningful a contribution without reading reports and thinking critically about the matters at hand well in advance of the actual board meeting is beyond me. I've written about this before. Then, I suggested that four concurrent directorships (of mid-cap publicly-listed or privately-held companies) was a reasonable upper limit for any director that hoped to make a meaningful contribution to board discussions, decision-making and, ultimately, company performance.
    The feedback at the time suggested the commentary struck a nerve, and that change was coming. Now, two years on, I'm not so sure. A conversation with a colleague earlier this week leads me to believe not much has changed. The colleague recounted a conversation he had with a director who off-handedly said that ten boards was her working maximum. "Beyond that, things get a bit hectic", she apparently said. Imagine that: ten boards! She must have a big brain to hold the details of ten companies, and know something about time management that most of us don't. However, that director is not alone, ​if the stories in this article are any indication. 
    Why do boards and shareholders continue to ask busy people, including so-called celebrity directors, to join their boards when there are literally hundreds of highly competent director candidates (with sufficient space in their diary to learn the business well and make a meaningful contribution) available to choose from? Have they/we lost sight of why boards exist and of their role in value creation? On the evidence above, perhaps we have.
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    On 'corporate governance': Is our understanding flawed?

    Accountability Decision Making Governance Performance Tough Questions
    ​One of the enduring questions of my career as a board advisor and company director is this:
    • When and how did our predeliction for the term 'corporate governance' emerge?
    ​My father was a company director, of a large processor in the dairy sector for fifteen years. He hadn't heard of the term until six months before he retired in 2001, when a young director who had recently joined the board started using the term. To that point, my father thought that directors governed and provided direction, and he was not alone.
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    A search back in time reveals that Eells (a researcher) was the first to use the term—in 1960—to describe the functioning of the polity (the board). Then, silence reigned until 1977 when the term appeared in HBR and subsequently in 1980 in academic journals. Yet since 2000, when the term entered the public's consciousness (perhaps as a result of media reports of hubris, incompetence, moral failures and fraud amongst directors), usage has exploded.
    ​Today, the term's usage has become so commonplace and distorted that a correction is needed.
    ​Corporate governance--the act of steering, guiding and piloting—describes what boards [should] do when in session. It does not describe and is not a proxy for the board itself, nor any other party or activity outside the boardroom. Regulators (to set rules), proxy advisers (lobbyists on behalf of shareholders and other interests), and shareholder meetings (communications) are all important, but none is corporate governance.
    Rob Campbell, your call to address this misunderstanding is both timely and most welcome. Directors institutes, business schools and consultants should take note, lest the expectations of the market, regulators and shareholders—not to mention directors themselves—wander further away from their original purpose, which is to pursue business performance in the best interests of the company and on behalf of shareholders.
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    When the penny drops and the fog lifts...the view is great

    Complexity Governance Phd Research Tough Questions

    Have you experienced the pure delight, the visual symphony, of looking to the horizon after reaching the pinnacle on a seemingly unending trek? When the view changes from the near detail of the next step to the overall context? Yesterday, I had exactly this experience with my research. After spending several weeks wading through a great pile of weighty tomes, academic articles and handwritten notes, feeling somewhat daunted by the seeming lack of progress, a penny dropped and the fog that'd been masking my view lifted.

    All new knowledge needs to be built on a worldview (technically, an ontology and an epistemology). In my case, discovering the most suitable starting point for my governance research. I've been struggling with this, because the theory of knowledge doesn't come naturally to me at all. Much of the governance research to this point has employed positivist (financial analyses), post-positivist (structure and composition research) or constructionism (boardroom behaviour) worldviews.

    Unfortunately, much of the research to date has revealed very little about the impact boards have on performance. Therefore, my work needed to look at the problem quite differently if any progress was to be made. The new lens finally became clear during a meeting with my Supervisor yesterday, when we explored a couple of seemingly left-field ideas that I'd been investigating in recent days. An intense 30-minute discussion around the whiteboard was all it took. The path forward became clear. And in case you're interested, the worldview is pragmatism, supported by a multiple-case study design and grounded theory.

    With the launching point now clear (in my mind, at least!), it's time to pause for a coffee and admire the view, before heading onward and upward again to face the next challenge. Thank you to everyone who has encouraged me in recent weeks, I (now) appreciate it.

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    Reading: Winning...an unhealthy obsession?

    Accountability Integrity Readings Societal Wellbeing Tough Questions

    Like hundreds of millions of viewers around the world, I have been watching the Olympics on television over the last week or so. Cycling, weightlifting and athletics are the sports that capture my imagination. The technical skill and mental capabilities of the athletes astounds me. How do they move so fast, throw so far, lift so high? In most cases, years and years of preparation go before a single moment, an opportunity to excel, to win.

    Winning is important to competitors, and to nations. You just have to look at the response of those athletes that expected to win but didn't. At what point does winning become an unhealthy obsession? Winning needs to be held in context. Is the ultimate goal to vanquish others, to prove a point, or to fully realise one's one potential?