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    Gratitude matters, more than most of us realise

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    Today, Friday 19 December 2025, is—unless an unexpected call or email arrives—my last full work-day for 2025. So, with that, a few thanks are in order.
    Throughout 2025, I have had the good fortune to meet many people, on five continents—some well-known, others less so. And in so doing, I have listened, learned, been inspired by stories told, asked questions, and, I hope, become more well informed. Thank you for investing your energy in me.
    The pictures below provide a glimpse into the places, people and interactions I have been privileged to experience in 2025. Many other interactions took place too, but they were private and cannot be shared.
    Now, and for the next couple of weeks, I shall turn my mind to reading(*) and relaxing, family, and tending my vegetable garden. 
    (*) Watch for a separate muse, to be posted on Monday 22 December, which will include the titles of the books I intend to read over the Christmas and summer break, and into 2026.
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    Vilnius, Lithuania
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    London, UK; Port of Spain, Trinidad and Tobago; Tauranga, New Zealand—from home office (!)
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    Singapore, Singapore
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    Tauranga, New Zealand
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    New York, United States of America
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    Cape Town, South Africa
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    Singapore, Singapore
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    Auckland, New Zealand
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    Singapore, Singapore
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    Johannesburg, South Africa
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    Boston, United States of America
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    Helping boards govern with impact, in the USA

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    This is an invitation to US-based directors and chairs who want to move beyond cookie-cutter and tick-box approaches to corporate governance and board work: I'll be visiting the East Coast in July, and would be glad to meet to offer insights to help lift your board's effectiveness.
    One of the enduring joys throughout my life has been to serve. Whether it be confidential conversations with board chairs; advising boards or regulators; delivering keynote talks; leading director education workshops; or writing, the call to support directors and executive leaders in their efforts to realise organisational potential is compelling. 
    Already this year, I have accepted invitations to contribute in Southern Africa, Australia, Eastern Europe, and Central Europe. Now, I am delighted to add North America too. In July, I will return to the USA, to deliver a keynote at the International Corporate Governance Network conference.  
    Alongside the ICGN conference, I am available for private meetings with boards and ​directors based anywhere on the East Coast. The dates are July 14–16th, and July 21–23rd. 
    Yes, it will be summer, but what better time to take stock? To explore options, get in touch today.
    (*) The ICGN conference (July 17–18th, in New York) is 'the' conference for leaders across the institutional investor, sovereign and superannuation fund, and board/governance communities. This year is the 30th anniversary of ICGN's founding, an important waypoint to consider the role and impact of boards and shareholders; approaches to board work; shareholder and stakeholder interests; sustainability; enduring performance; and 'doing the right thing'.
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    Better board work: what does 'good' look like?

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    And there you have it: before many of us realised, the solar equinox has passed once more—that moment when the sun passes the celestial equator and winter (or, for those in the global south, summer) beckons.
    The equinox also signals the recommencement of on-the-ground contributions in the Northern Hemisphere. To wit, I shall be in the United Kingdom and Switzerland soon—from 2nd through 13th October, in fact. My programme sees me in London, Leeds, Cambridge, Zurich and St. Gallen, for a variety of contributions:
    • ​meetings with boards, directors and colleagues;
    • a private luncheon with a doyen of corporate governance;
    • two conferences (EIASM 20th anniversary workshop on corporate governance, in St. Gallen; and, the IBEM thought leadership conference, in London);
    • delivery of two keynotes and a guest lecture; and,
    • some quiet time writing.
    I am looking forward to hearing the heartbeat of company directors, advisors and others, to understand recent developments and emerging trends, and to discern changes since I visited earlier this year.
    I have intentionally held space available for a few informal meetings. So, if you want to meet up while I am in your neighbourhood—be it to discuss the work and impact of boards, corporate governance, or some other topic of interest—do get in touch. I would be delighted to hear from you.
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    Bridging the ‘saying–seeing’ gap

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    Recently, during a meeting with a company director, I was asked if I'd be interested in seeing the company’s production facilities, to provide context for an upcoming assignment. Context is everything, so I gladly accepted the offer. As we walked, we chatted about a wide range of things. At one point, I asked how things were going since the board's decision to embrace a strategy to become a higher-performing business. His response was as telling as it was succinct:
    They say ‘high performance’, but all I see is ‘average’.
    The melancholic admission was unexpected, but not surprising. Apparently, the most recent board report showed that staff turnover had been creeping up, and engagement scores were trending downwards. And yet the atmosphere in the boardroom was sanguine when I visited. Clearly, something was amiss.
    This vignette highlights one of the great challenges in business—strategy execution; ensuring that strategy planned becomes strategy executed. Regardless of the motivation for creating them, intentions and strategies are not worth the paper they are written on if desired outcomes are not achieved.
    When things go wrong, the problem can often be traced back to one or both of two things: lack of will (the "won't" barrier), and lack of know-how (the "can't" barrier). Both are indicators of a failure of leadership; a failure to equip staff, and motivate and engage them to embrace the call to action. But the root cause may lie elsewhere. If strategy implementation is OK but expected outcomes do not follow, the problem is more likely to be one of governance. This is because ultimate responsibility for organisational performance [outcomes] stops in the boardroom, not the executive suite. Some may challenge this, on the basis that the executive is responsible for running the business and implementing the strategy. They are, but for the avoidance of doubt, responsibility of determining purpose, setting overall strategy and ensuring results are achieved lies with the board of directors. There’s no getting away from it: the buck stops at the top.
    If there is a gap between what the board says it wants, and what is subsequently observed as reality, the likelihood of great outcomes is low. The ‘saying–seeing’ gap must be bridged, and the board needs to own this. 
    Here are some questions the board may wish to consider:
    • Are the expected beneficial outcomes clearly defined and agreed, as part of the strategy approval process?
    • Are the expected outcomes explicitly aligned with approved corporate strategy, purpose and values?
    • What measurement and reporting mechanisms will be used to monitor effort and verify progress?
    • Is staff culture (how we do things around here) and engagement consistent with corporate values?
    • Are the lines of communication throughout the organisation wide open, to create an environment whereby concerns and problems can be reported without fear or favour, and dealt with early?
    • Is the board prepared to hold the chief executive directly accountable for progress and results, as the approved strategy is implemented?​
    So, to the direct question: Is your board across this?
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    Observations from interactions with 520 directors

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    Today marks the beginning of a lull following a busy programme of international and domestic commitments since early February. Over a 110-day period, I have spent time in Australia (four times), England (twice), the US (twice), Germany (twice), Ireland, Sweden and Lithuania—and at home in New Zealand; interacting with over 520 directors, chairs and chief executives from 19 countries. Formal and informal discussions at conferences, seminars, masterclass sessions, education workshops, dinners, advisory engagements and board meetings were instructive to understanding what's currently top-of-mind for boards around the world. The following notes are a brief summation of my observations. I hope you find them useful.
    Diversity and inclusion: These topics continue to dominate governance discussions in many countries. But, and noticeably, the discourse has matured somewhat over the last six months. The frequency with which the rather blunt (and often politically-motivated) instruments of gender and quota is mentioned is starting to subside, as directors and nomination committees start to realise the importance of diverse perspectives and options to inform strategic thinking and strategising. Long may this continue, as board effectiveness is dependent on what boards do, not what they look like.
    Big data and AI: What a hot topic! Globally, boards are being encouraged by, inter alia, futurists, academics and consultants to get on board (if you'll excuse the pun) with the promise that developments in this area will change the face of decision-making and improve corporate governance. Some assert that these developments will obviate the need for board of directors in just a few years. The directors I spoke with agree that these tools can help managers make sense of complex data to produce information, even knowledge. But these same directors have significant reservations when it comes to strategic decision-making. Automated systems are poor substitutes for humans when it comes to making sense of (even recognising) contextual nuances, non-verbal cues and other subtleties. Unless and until this changes, the likelihood that boards will continue to be comprised of real people engaged in meaningful discussion remains high.
    Corporate governance codes: The number of corporate governance codes introduced in markets has been steadily rising over the last decade. Most western nations, and a growing number of Asian and developing nations, have implemented codes to supplement statutory arrangements. Many directors and institutions around the world continue to look to proclamations that the UK is the vanguard when it comes to corporate governance thinking and related guidance: the recently-updated UK corporate governance and stewardship codes are held up as evidence of good practice. While the quality of board work in the UK has improved over the last decade, a strong compliance focus continues the pervade director thinking—across the business community in the UK and beyond. The reason is stark: codes are little more than rulebooks. Further, rules don't drive performance, they define boundaries. The more time boards spend either complying with the rules or finding ways to get around them, the less time is left for what actually matters, company performance. In many discussions over the past few months, I've pointed people to the ground-breaking work of contributors such as Bob Tricker, Sir Adrian Cadbury and Bob Garratt. These doyens provided much-needed impetus to help boards understand their responsibility for company performance. The emergent opportunity for regulators and directors' institutions is to consider alternative responses to ineptitude and malfeasance: instead of creating more rules all the time, why not hold boards to account to the existing statutes, most of which seem to be eminently suitable?
    Best practice: Many individual directors (and boards collectively) are starting to move beyond 'best practice' as an aspirational goal. Further, directors and boards are demanding to hear educators and thinkers who are also practicing directors, not trainers delivering off-the-shelf courses. Context is everything. The evidence? When a director asks to explore the difference between theory and practice you know something in his prior experience has missed the mark. Practising directors know that the board is a complex and socially-dynamic entity, and that the operational environment is far from static. Directors' institutes, consulting firms and trainers need to stake stock and move beyond definitive 'best practice' claims, lest they be left behind and become monuments to irrelevance. Enough said.
    Governance remains a fashionable topic: ​If I had a dollar every time I've heard 'governance' promoted as a career in recent months, or the term used in discussions (including, sadly, often inappropriately), I would be really well off. But the act of invoking a term during a discussion is no panacea to whatever situation is being discussed. More capable directors are needed to contribute to the effective governance of enterprises, of that I am sure. But the established pattern of selecting directors from a pool of seemingly successful executives—as if a reward—is folly. The findings from a growing number of failure studies from around the world attest to this. The role of a director is quite different from that of a manager or executive. Managers and executives have hierarchical authority and decisions are made by individuals. In contrast, directors lead by influence and decisions are always collective. The challenge for those aspiring to receive a board appointment is to set their managerial mindset aside, to enable a more strategic mindset and commitment to the tenet of collective responsibility to emerge. 
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    Standing back from these interactions, the board landscape seems troubled. But I remain hopeful. Progress is being made (albeit more slowly than many would wish) and a pattern is slowly emerging. Increasing numbers of directors are acknowledging that the board's primary role is to ensure performance goals are achieved, and that the appropriate motivation for effective boardroom contributions is service, not self. 
    The challenge is to press on. If the number of requests from those wanting to understand what capabilities are needed in directors, what boards need to do before and during board meetings, and desirable behavioural characteristics is any indication, boards are getting more serious about making a difference—and that points to a brighter future. If a tipping point can be reached, arguments centred on board structure and composition that have dominated the discourse can be consigned to their rightful place: history. I look forward to that day.
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    Governance: An act of leadership or service, or both?

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    I have just returned home from a busy but most invigorating week on the East Coast of the United States. The purpose of the trip was two-fold. First, to invest in myself by attending a course; and second, to participate in a series of meetings and discussions to explore matters relating to boards, board effectiveness and how high performance might be achieved.
    The following paragraphs summarise some of my learnings. If you want to know more, please get in touch.
    • The Boards that lead programme at Wharton Business School attracted 49 serving and aspirational directors from ten countries. Professors Michael Useem and Ram Charan and their colleague Dennis Carey led the course incredibly well; a highly interactive exploration of when boards should lead, when they should follow and when, simply, they should get out of the way. The insights and commentaries from both the course leaders and several highly-esteemed company chairs, activists and academics during 'fireside chats' provided great assurance that it is possible to make a difference. A notable theme was that directors cannot afford to be aloof in their role. If [strategic] decisions are to be informed and value is to be created, directors need to ensure they understand the business of the business well—and that takes time. 
    • Many boards in the United States are still caught in the 'compliance' trap—the protection of personal and professional reputation continues to be a more pressing priority for many directors (than the achievement of performance goals). As a consequence, boards are not paying sufficient attention to the strategic future of the companies they govern. While compliance matters are by no means discretionary, boards need to get more courageous with their time allocation, and also demand better reporting, to ensure compliance matters do not dominate the agenda. 
    • Several directors lamented—some at length—that the promotion of ESG in recent years has been counter-productive. Rather than focussing boards on performance dimensions beyond money (the intention), boards have in practice become more concerned about adherence to prescribed 'best practice' frameworks. The directors I spoke with said that 'G' (governance) element in particular is problematic—adding little in terms of focussing boards on the creation of value over the longer-term. The alternative that sits more comfortably with directors I spoke with is SEE (social, environmental, economic).
    • The value of purpose reared its head in several discussions—director awareness of the need for clarity in relation to why the companies they govern exist is increasing. However, more needs to be done, to ensure a collective understanding is achieved. Time spent explicitly sharing thoughts and assumptions, with the intention of reaching agreement on a single, stated purpose is crucial: A North Star for decision-making.
    • The diversity discourse continues to evolve. Thankfully, a growing cohort of directors are realising that physical attributes of boards (number of directors, ethnic or racial heritage, or gender diversity, for example) provide little assurance of board performance let alone company performance. A more sophisticated understanding is crucial. My colleague, James Lockhart, has been vocal on this point for some time.
    • I was asked on several occasions to explain the Strategic Governance Framework, a key finding to emerge from my doctoral research completed in 2016. Both individual directors and boards were fascinated to learn that a framework for better board effectiveness (one informed by actual board observations) is now available for consideration and deployment. This was most gratifying. Boards interested in exploring this framework further should contact me directly for a private discussion.
    • Capping off the week, I spent 36 hours in Washington DC, taking in the sights and sounds of the National Mall, and visiting a couple of two of the Smithsonian Institution's fine museums. Returning to the hotel, the last eighteen words of Lincoln's address at Gettysburg rang in my ears. If companies are to prosper in the future, boards need to embrace a strong sense of purpose and service—to the company and legitimate stakeholders. Anything less is not only selfish, it is unsustainable.
    • Finally, and more personally: to the many unnamed folk I met through the week, thank you for your generosity. If the high level of interest throughout the week is any indication, the likelihood of me spending more time in the United States, to wrestle with both the opportunities and challenges of rethinking board effectiveness, and concentrate on company performance more so than compliance tasks (although such tasks cannot be neglected), is high.
    If you would like to discuss any aspect of this summary, challenge my observations, or explore implications for your board, please get in touch, I'd be delighted to hear from you..