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    Director's fees: Please sir, can we have some more?

    Accountability Decision Making Ethics Governance Leadership Performance Strategy
    The results of the annual director remuneration survey are in. (Read the media release here, and press reports here and here.) Fees have climbed about four per cent in the last twelve months, slightly ahead of CPI. The survey results also indicate that director workload has increased by 41 per cent over the same period.
    A cursory analysis suggests that the workload increase is, to a large extent, a consequence of increased compliance requirements: more rules and regulations. While a 'more work, more pay' argument is eminently justifiable, is it fair? Moves to increase directors' fees as a consequence of increased compliance workload may deliver an unintended consequence: a back-to-the-future experience. Boards are likely to become more defensive and cautious, contributing relatively little to what they are there for—the pursuit of company performance.
    Rather than peg directors fees to time and compliance activity, it might be more productive to ask whether company value (however that might be expressed) is growing as a consequence of board contributions. Many leading commentators (Bob Monks, Bob Garratt, Morten Huse and Richard Leblanc, amongst others) have suggested that boards need to become more strategic, by looking to the future. Yet statutes and regulations cannot be ignored. Boards and shareholders need to wrestle with this tension. Questions of strategy, decision-making, division of labour, accountability and ethics need to be debated and resolved. Ultimately, viable resolutions are most likely to emerge from a joint commitment to the long-term purpose of the company.
    The board needs to drive company performance in pursuit of shareholder wishes, while also ensuring that statutory and regulatory requirements are appropriately satisfied. If the board demonstrably leads the company forward, and does so in accordance with both the agreed purpose of the company and relevant statutes, shareholders are unlikely to baulk at proposals to reward the contributions of directors appropriately.
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    The importance of catching one's breath: time-out is not time wasted

    Decision Making Governance Phd Teaching
    Picture
    When I was in London most recently, in June, I fortunate to visit Greenwich. A friend had told me that Greenwich Village is 'different' and that a visit was in order. And it was! In contrast to the hustle and bustle of the City, Canary Wharf and the West End, the people of Greenwich are more laid back. They smile, they say 'hello' and they walk more slowly than their neighbours across the Thames. Many, like the twelve in the picture, happily sit and peer into the distance, taking it all in. Who knows what they were thinking or even looking at. It probably doesn't matter, I guess.
    Why am I relating this story? My short visit occurred three-quarters of the way through a hectic three-week multi-country trip. It reminded me of the importance of downtime. With hindsight, the interlude—to gather my thoughts—probably made the difference between just making it through the final week of the trip, and finishing the trip well.
    Today, as I was working on a presentation to be delivered on my next trip (1–11 September), thoughts of that Greenwich interlude entered my consciousness. The upcoming trip is packed with seventeen significant commitments including two master classes, three presentations, two important dinners and several planning and roundtable meetings; in London, Canterbury, Leeds, Wolverhampton, Dublin and Belfast. It'll be a busy trip. To top it off, our elder son, who is working in Germany at present, has just asked if we can meet up in London while I'm there. Of course, but when? Then the penny dropped. Rather than pursue two remaining 'pencilled in' meetings, why not spend an afternoon with Tim? Two carefully crafted emails later, some 'Greenwich Time' was locked in. I'm looking forward to it already.
    As you move through Friday, my hope is that you too will have the opportunity—better still, take the opportunity—to run on Greenwich Time this weekend. If we are to perform well when it counts, we need to set time aside to relax, recharge and to prepare—mentally, physically and spiritually—for that which lies ahead.
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    Health sector seminar: Board governance, a reality check

    Decision Making Ethics Governance Leadership Societal Wellbeing Strategy
    Every day, around the world, leaders in the health sector face a formidable challenge. On one hand, insatiable demands press in as people expect physical and mental health (foundational to our well-being). On the other, resources are limited—providers simply can't do everything. Consequently, tough choices need to be made, to ensure the appropriate services are delivered, efficiently and effectively. The complexity of the problem means 'best practice' answers are few and far between. However, progress should be possible if a clear sense of purpose, appropriate strategy and effective monitoring systems are all in place.
    The England Centre for Practice Development is hosting an interactive seminar on 11 September, to help health and social care sector leaders explore these key issues and challenges. I have been asked to facilitate the seminar, and to share insights from research and experience in boardrooms. Topics to be discussed include:
    • Lessons from the coalface ‘School of hard knocks’
    • Emerging international research
    • Keeping strategy on the agenda
    • Driving (the need for) efficiency and effectiveness
    • Ensuring accountability and performance
    • A pathway forward: An integrated strategy framework for boards
    If you are a board director or an executive of a clinical commissioning group or health provider; a policy maker; a researcher; or, an interested party, I encourage you to join the debate. 
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    The Toshiba case: Is it time to re-think our understanding of corporate governance?

    Accountability Decision Making Ethics Governance Leadership Performance
    These seemingly innocuous statements are telling: Fix the compliance and the problem will be fixed. Yet history (Olympus, HSBC, FIFA, amongst many others) shows otherwise. Neither the 'monitor and comply' conception of corporate governance, nor the 'advise and monitor' variant espoused by many corporate governance codes and directors' institutes have achieved the desired outcomes. Yet, many boards dogmatically pursue such conceptions. 
    The problem seems to be more fundamental. The contemporary conception of corporate governance seems to be flawed. Consider these statements, which highlight the problem:
    How many more failures will it take to realise that additional layers of regulation and compliance-oriented boards that operate as policemen don't actually add value? How many more failures will it take to acknowledge that a new understanding of corporate governance and appropriate board practice might be appropriate? Emerging research seems to suggest that when boards adopt a strategic orientation, and corporate governance is re-conceived as a value-creating mechanism, increased performance is not only possible—it is potentially sustainable. Please get in touch if you'd like to know more.
    The now very public overstatement of profits at Toshiba (approximately US$1.22bn over six years) has led to the downfall of the chief executive, Mr Hisao Tanaka (below), and seven other senior managers, all of whom were also board directors. The share price has taken a 25 per cent hit and the company's reputation is in tatters. What a mess. At least there is a modicum of accountability and remorse, something sadly lacking in many other cases including HSBC and Lombard Finance. 
    Thankfully, people have begun thinking about what needs to change. So far, the response has followed a predictable course: The possibility of appointing independent directors to replace the disgraced directors has been mooted. Will this structural response be enough to fix the problem? Maybe, but I'm not convinced. Compliance responses rarely lead to sustainable change. (The compelling case is Sarbanes–Oxley: created post-Enron, it did little to prevent the GFC.) 
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    On diversity: How many is too many, and does it matter?

    Decision Making Diversity Governance Performance
    Calls in support of appointing women as corporate directors have proliferated in recent years: the stated view being that the presence of women around the board table can improve decision quality and, potentially, business performance. Some legislatures have supported these calls by implementing quota systems. Many (but certainly not all) boards now count at least one female amongst their number.
    Anecdotal commentaries suggest that the level of attendance, engagement and discussion quality improves after a woman is appointed to a board. This is good, but another question lurks around the corner: If one capable women makes an impact and two more so, is an all-female board better still—or can we have too much of a good thing? Might an all-female board be as problematic as a board comprised only of men?
    I've seen some great all-male boards, some great all-female boards and, sadly, some rather ineffective diverse boards in action. That a diverse range of options are explored, independence of thought is displayed and that directors make considered decisions seem to be more important considerations than the physical composition of the board. Thankfully, the rhetoric is starting to mature along these lines. Hopefully director selection processes will soon follow, such that the qualities possessed by directors and the way they work together in the boardroom are the main considerations. Then, the gender (or any other diversity attribute) of directors should matter no more. Might this offer a viable path forward?
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    Success attributed to board: Lessons for all

    Accountability Decision Making Governance Leadership Research Strategy
    How valuable is a board of directors to the performance of the business it governs? Does it influence business performance; or does it act as a policeman, "simply" monitoring the chief executive; and, do we even know? Many have attempted to answer this question. More often than not, the responses have been based on statistical analyses of secondary data (surveys, questionnaires, public data). Descriptions of what actually occurs in the boardroom typically remain hidden. Insights from direct observations of boards in action or from first-hand interviews are rare, so it pays to take note when they become available—as occurred when Nigel Bamford, chief executive of fireplace manufacturer Escea went on record this week. His comments, reported here, provide some interesting insights for boards to consider:
    The Bamford interview provides a much-needed glimpse into the boardroom of a successful company. However, and thankfully, the Escea experience is not unique. The insights are consistent with emerging research about what boards need to do if they are to exert influence on business performance. Consequently, important questions for your own board to consider include:
    • The Escea board meets monthly, for two hours per meeting. Despite this small amount of time spent together, the board manages to monitor past performance and look ahead. This suggests that the chairman has a disciplined approach to meeting protocol, and that the board has at least one eye on the future success of the business.
    • The board is comprised of directors with "a whole range of different perspectives and different disciplines". Decision quality appears to have benefited as a consequence.
    • That the board is comprised of three company founders and two external directors suggests that technical independence (as promoted in many corporate governance codes) is not necessary for board effectiveness including effective decision-making.
    • The emphasis in Bamford's comments is on debate and diversity of thought. Gender and other forms of observable diversity were not mentioned.
    • The Chief Executive expects the board to 'add value' by challenging proposals and driving the decision-making process.
    • A one-size-fits-all approach to board practice and corporate governance is not appropriate.
    • While the Escea board looks ahead, strategy was not explicitly mentioned. Whether the board works with management on the development of strategy, or critiques strategic options and proposals presented by management is unclear.
    Bamford's final comment is perhaps the most telling. "In time, a board is useful for all businesses of reasonable scale and ambition." Two important lessons emerge from it:
    • Formalised boards and board practices are helpful once ambitious (growth oriented) businesses have achieved reasonable scale, and if attention is focussed on the future.
    • Formalised board structures and practices are not always necessary (beyond statutory requirements), especially very small businesses where the same person or group of people both own the company shares and manage the business. Meet your statutory requirements but don't burden the business with unnecessary corporate governance and board practices. They are not required.
    • How might the insights discussed here help your board lift its performance in pursuit of business success and value creation?
    • Might a discussion at your next board meeting, to consider the appropriateness of your current board practices be useful?