Conferences - Peter Crow | Helping boards govern with impact

Published on: 9 November 2017

EIASM'17: Day two summary

The 14th edition of the Corporate Governance Workshop convened by the European Institute of Advanced Studies in Management (EIASM) was held in Brussels, Belgium this week. A summary of the key insights from the second day follows below (click here to read the day one summary).

Messrs Bob Garratt (world-class governance thinker and practitioner), W. Lee Howell (World Economic Forum) and Thomas Donaldson (Wharton Business School, Philadelphia) opened the second day with a shared keynote. There were so many insights from this session that I've reported them separately.
Gerrit Sarens (KU, Leuven and Belgian company director) summarised findings from a lengthy study, a critical evaluation of the role of the board of directors in crisis detection and response. Informed by the analysis of 17 cases, Sarens observed that boards often fail to discern the onset of a crisis: they were quick to discern and act on an emergent crisis in just three of the 17 cases studied. This blindness (the board did not detect the onset of a crisis in 14 of the 17 cases studied) prompts some rather awkward question: why? While each case was different, Sarens noticed a consistent pattern of behaviour and practice across the 14 boards including hubris and overconfidence; low levels of board–management transparency; lack of critical attitude and genuine independence, appropriate expertise and relevant knowledge; and, tellingly, a low level of commitment.
Most of the other papers and presentations on the second day were reductivist studies of board and director attributes: detailed statistical analyses of typically quantitative data collected from public sources and databases. Sadly these studies added little to what is already known: that the structure and composition of board is, largely, immaterial to effective board practice and business performance. During the afternoon session, one colleague made a particularly telling observation: "I'm getting frustrated. The dominant theme of board research needs to change, from searching for regular patterns of what boards should look like, to understanding and explaining the contextually relevant (and contingent) relationship between boards and business performance". I've been beating a similar drum for a while now: if we are to understand how boards contribute to business performance (read: fulfil the value creation mandate), then researchers need to get inside the boardrooms of successful companies to see what those boards actually do and don't do.

Published on: 7 November 2017

EIASM'17: Day one summary

The 14th edition of the Corporate Governance Workshop convened by the European Institute of Advanced Studies in Management (EIASM) was held in Brussels, Belgium this week. A summary of the key insights from the first day follows below (click here to read the day two summary).

Laura Georg (Norwegian University of Science and Technology) provided the opening keynote, speaking on "Governance of Cybersecurity". After presenting some historical context, Georg laid out some current realities for all to see. First, she noted a tension between technological advancement (what is possible) and societal expectation (what is acceptable). Second, most (91 per cent) board members do not know how to read, much less interpret) cybersecurity reports provided by management. Third, the impact of a successful cyber attack, on the value of intangible assets in particular (often 60 per cent of the value of the balance sheet), is poorly understood. The takeout is stark: there is a real disconnect between those involved with the technicalities and the board of directors. More specifically, most management teams are not reporting to their boards effectively, [reporting and risk] standards are yet to emerge and, tellingly, the impact of a cyber event on firm performance is not being adequately discussed much less addressed. These factors need to be resolved, with urgency, if boards are to ensure the sustainable performance of the company.
Michael Hilb's (University of Fribourg, Switzerland) presentation, on the "Governance of Digitalisation" raised some interesting questions for boards, the most pressing of which is "How should boards keep up to date, respond and act in response to the seemingly incessant bow wave that is 'digitalisation'?" Whereas many boards understand business performance primarily in financial terms and measured approaches to risk, the advancement of digitalisation (ed. whatever that means) demands that boards extend their purview. Greater foresight (to see into the future, event to the point of prediction) and strategic competence (to make sense of options, leading to informed and appropriate decisions) is needed. Further, the ubiquity of reach provided by the Internet renders traditional national boundaries mute, enabling a 'winner-take-all' mindset. Though his focus was specifically on the board's response to digitalisation, the conclusions drawn by Hilb were eerily similar to those within the strategic governance framework that emerged from my doctoral research.
Martin Bugeja (University of Technology, Sydney) provided an update on the Australian shareholder 'say on pay' regulations introduced a few years ago. The framework, designed to enable shareholders to exert some influence over executive remuneration, requires shareholders to vote on executive remuneration at the annual meeting. Depending on the result, shareholders have the power to censure the board and, potentially, remove the board. If 25 per cent of the shareholding opposes the remuneration proposal, then a 'strike' is registered and the board is required to take action. If the proposal is opposed again the following year, a second 'strike' is registered and a 'spill' vote is taken, whereby the shareholders may remove the board of directors. Bugeja reported that approximately seven per cent of remuneration proposals receive a strike each year. However, some interesting (and perhaps unintended) consequences are starting to play out. Whereas behaviours change and adjustments are made following a first strike, the board's typical response to a second strike is to take no action—preferring instead to await a spill vote and to 'expect' to be returned by major shareholders. Though this smacks of hubris, the reality is that only one board has 'suffered' the ignomy of a spill vote since the regulation was introduced. Bugeja concluded that the intent of the Australian 'say on pay' framework is good but it does not seem to be working as intended in practice.
Hilde Fjellvaer (Trondheim Business School, Norway) and Cathrine Seierstad (Queen Mary University, London) spoke on progress towards female membership of company boards a decade on from the introduction of the 40 per cent quota (females on the boards of publicly listed firms) in Norway in 2007. They reported that firms complied with the quota as required but did little no more. With hindsight, this should not have been surprising; the pool of suitable female director candidates was small. Indeed, a small group of females received many appointments, some individuals holding nine or more concurrent appointments. Subsequently, the average number of concurrent appointments has dropped (to below four) as the pool of potentially suitable female director candidates has enlarged. Notwithstanding this, the percentage of females on the boards of publicly-held firms has stalled at 40–41 per cent. The percentage of females on the boards of privately-held firms has remained low as well—15 per cent a decade ago and 17 per cent now. Fjellvaer and Seierstad noted that while the observable expression of diversity has stalled, boardroom behaviours are changing. Directors say they explore a wider range of options before making strategic decisions, and higher levels of teamwork are apparent than in the past. However, and importantly, any link to increased firm performance attributable to the presence of female directors remains elusive.

Published on: 5 November 2017

Emergent corporate governance thinking

I've arrived in Brussels, having travelled directly from New Zealand via London Heathrow (thanks Air New Zealand) and the the Eurostar, to attend a two-day conference on corporate governance and board practice. The conference is run under the aegis of EIASM, the European Institute of Advanced Studies in Management, of which I'm a member. My name is on two of the papers to be presented (links are posted on the Research page).

Approximately 50 delegates have gathered from around the world (24 countries?) for two days of discussions and presentations. Most of the delegates are leading academics in the fields of board and governance research, although there were a few (including me) who span the so-called academy–practice divide. This was my third attendance at this event. Previously, I went to the twelfth edition (Brussels) and the thirteenth edition (Milan), where my paper received the best paper award.

The core theme of the fourteen edition is digitalisation and, specifically, the emergent impact of the so-called digital economy on boards and effective practice. A triumvirate of leading thinkers (Lee Howell, World Economic Forum; Tom Donaldson, Wharton Business School; and, Bob Garratt, Fidelio Partners UK) will lead a keynote session on the second morning. Other topics to feature on the programme include updates on board diversity research, shareholder relations, board responses to crises, strategic control and a direct challenge to the way board research is conducted.

I'll post summaries of the key learnings. Stay tuned for end-of-day updates.

Published on: 20 October 2017

The pursuit of high board performance

Plans and preparations for my next set of international commitments are coming together well. I'll be on the road for two-thirds of November to fulfil five speaking engagements; attend two conferences; lead a one-day learning workshop; fulfil two advisory commitments; and, attend a miscellany of meetings. The key dates are:

Sydney (1st & 2nd)
Wellington (3rd)
Brussels (5th to 7th)
London (8th to 10th, and 14th)
Rochester (13th)
Vienna (15th to 18th)

A common theme runs through these commitments: the pursuit of high board performance.

The talks will explore several aspects of board practice including the board's role in strategy; emerging trends; the mechanism of corporate governance; and, the defining characteristics of an effective director and board. The learning workshop (entitled The effective director) is part of the Governance Institute of Australia's new capability development programme. The conferences are the European Institute of Advanced Studies in Management, in Brussels (I'm presenting a paper), and the Global Peter Drucker Forum, in Vienna.

In case you are wondering, there are still a few gaps in the schedule in each location for additional meetings. Please contact me if you would like to arrange a meeting while I'm in your area.

If you'd like to know more about any of contributions, please get in touch. (Note: As is my normal practice, conference summaries will be posted on this blog soon after each event, so do check back if you are interested).

Published on: 7 July 2017

ICSA annual conference: reflections

I'm seated at Heathrow, homebound after a busy week attending the ICSA: The Governance Institute annual conference in London, and a bevy of other commitments. The following comments reflect on two busy days spent at the ICSA conference. The intention is not to provide comprehensive reportage, but rather to bring forward notable points (from my perspective anyway!). As always, please feel free to get in touch if you have a question or would like more information.

The conference, held at ExCeL London, was attended by over 700 delegates (a record, I'm told), drawn from the professions of company director; company secretary; executive management; board support services ; and, external consulting/advisory services and providers.
Sir David Wootten, former Lord Mayor of London, provided the opening remarks. He reminded delegates of the importance of the role of the board of directors, especially in times of great change. Then, he identified five important factors to be borne in mind when leading change from the 'top', namely, the application of common sense; the impact of unintended consequences; caution in selecting allies; perseverance, to ensure the end is actually achieved; and, standards, as a baseline for performance. Although brief, Wootten's comments provided an excellent foundation for what was to follow.
The keynote delivered by Lord Owen got under many people's skin, as rightly so. Lord Owen, chairman of the Daedalus Trust, addressed the dangers of hubris—especially but not only in the boardroom. He distinguished between hubris and narcissism (the former a more tenable term), and opined that the personality of CEOs and chairs often change when they take up their roles. An 'intoxication of power' ensues, leading to all sorts of negative consequences. Lord Owen proposed that all CEOs and board chairs should be subjected to a formal review (of their tenure, not only their performance) at least once every five years. He added that the assessment should be conducted by independent assessors.
My session was well attended (over 140 people in the room). Speaking about strategy and the board's involvement therein, I asserted that the board needs to invest heavily in strategic management if they wish to influence the future performance of the company they govern. I drew on my doctoral research and other sources, including real-life experiences. The positive feedback was both gratifying and humbling.
Andrew Kakabadse (Henley Business School) delivered a summary of recent research about boards and board effectiveness. He noted that tension is good and conflict is bad. Worryingly, Kakabadse observed that just 33 per cent of all boards were engaged, cohesive and able to reach shared conclusions. (I smiled, Kakabadse's interview-based research findings were consistent with the conclusions to emerge from the direct observations made during my doctoral research.) Kakabadse went on to say that many boards are constrained by dysfunctional relationships, noting that 75 per cent of all chair–chief executive relationships are dysfunctional in some way—scary stuff.
I also had the opportunity to chat with a few of the exhibitors displaying their wares alongside the sessions. All of the people that I spoke with were passionate about their products and services. However, and disappointingly, many of the software providers present appeared to be still 'stuck' in the mindset of electronic board packs. That an electronic set of board papers can save a director a couple of kilograms is helpful, but what of enhancing the core role of the board—decision-making? When will we start to see cognitive systems that enhance decision-making and board performance?

Overall, the conference provided a valuable forum for company directors, secretaries and others who support the work of boards to learn, compare notes and meet others in similar situations.

Please contact me if would like more information.

Published on: 26 June 2017

Speaking engagement in London

This is a brief note to advise that I will be in London next week, to speak at the ICSA Annual Conference. The conference is being held at ExCeL, London, over two days (4–5 July). Programme details are available here.

I'll be speaking on the first day of the conference, at 12noon. My topic is strategy, from the board's perspective. Here's the session summary from the programme:

Good strategy vs bad strategy
Often in business, boards confuse lofty ambitions, challenging goals and enticing vision with strategy. Good strategy encompasses these elements but also offers a compelling road map to achieve goals and overcome barriers to success. Here we look at some of the key points to consider when establishing strategy.

Sound interesting? Come along, I look forward to meeting you.

Note: I'll be in London Monday 3rd to Thursday 6th inclusive, with some free time both during the conference, and immediately before and after. Please get in touch if you'd like to meet up (day or night) to ask a question; discuss an aspect of corporate governance or strategy; learn more about my research on boards and business performance; or, simply have a chat over a coffee or a drink. I'd be delighted to hear from you.

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