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    Christmas wrappings

    Corporate Governance Director Development Family Business Leadership Speaking Engagements
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    The end of 2023 is nigh; consequently, minds have turned to end-of-year celebrations, various secular and religious festivals, and, inevitably, reflections.
    Twenty twenty-three has been a standout year for me for several reasons, not the least of which have been many expressions of encouragement, support and endorsement as I have sought to help boards govern with impact. That I have had the opportunity to contribute is a delight. But more than this, the seemingly simple fact that directors, boards, shareholders, institutions and others invite me to advise, assess, educate, speak and otherwise provide counsel, is a great honour. Thank you to everyone who has sought me during the year and entrusted your situations to me. These are cherished interactions.
    As I sit back, in these final hours of the 'business' year, I have found myself pondering 'reach'. This, a response to a question from a friend who, knowing of my recent trip to Kenya, wanted to know how many countries I had visited in 2023. When I checked back, this is what I discovered:
    • Contributions in person: 12 countries.
    • Contributions via video link: 23 countries.
    • Air miles accounts (yes, plural): 265,000km. 
    • Time out of New Zealand: 14 weeks.
    Superficially, this sounds like a busy year. And it has been. But, I hasten to add these data are neither targets nor badges of honour. They are, simply, footprints: evidence of my travels as I have sought to help boards govern with impact over the past year.
    Looking to 2024, my intent is to continue to serve—subject to boards and directors wanting guidance, of course! For now though, my objective is more selfish: it is relax, read and recharge, in readiness for what lies ahead. ​Best wishes as you close out 2023, and turn the page to reveal 2024.
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    Do you have a question about governing with impact, or driving organisational performance?

    Accountability Corporate Governance Decision Making Director Development Effectiveness Governance Leadership Performance Tough Questions
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    One of the great joys of being an independent advisor is the opportunity to spend time with people from a wide range of backgrounds; business and social experiences; walks of life; and, in my case, countries and cultures. The depth and breadth of humanity never ceases to amaze me. Paradoxically, a common thread runs amongst the diversity: people intent on improving organisational effectiveness and making a difference spend lots of time asking questions, lots of questions.
    When a question is asked from the floor after a keynote talk, during an advisory engagement or professional development workshop, or as part of a confidential discussion or informal chat, something mysterious happens: Both parties learn! This should come as no surprise, for no one has all the answers—although some people behave as if they do.
    Recently, I posed several questions board directors may wish to consider. ​The response to that musing has been overwhelming, so I thought an open invitation might be in order.
    ​If you have a question about any aspect of corporate governance, strategic management, board craft or the challenge of governing with impact—either personally or on behalf of a board you serve on—please ask and I will gladly respond. Use the comment link here or, if you prefer, send an email. Let's learn together!
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    Our own worst enemy?

    Accountability Corporate Governance Decision Making Director Development Effectiveness Governance Performance Tough Questions
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    I have spent four days in Australia this week, meeting with directors, advisors and a couple of institutional leaders in two state capitals. While the weather has been great, a few storm clouds [metaphorically, on the governance horizon] were apparent. Whether these are serious problems, or just differences of opinion, they strike me as being worthy of discussion. I’d be delighted if you would ponder the following situations, and share your thoughts to help me understand why boards, more often than not, erode value.
    • Confusion over what governance is:​ A meeting with a sixty-something director, with over two decades of experience, set me on my backside. He explained that “most of my colleagues understand that corporate governance and compliance are, essentially, interchangeable words”. He went on to say that board directors don’t spend enough time thinking about the future (agreed), and that the solution is to give governance a radical overhaul. When I asked, he said that governance needs to be redefined, “because the expectation is unrealistic.” He suggested advisory boards have a significant role to play, for directors cannot hope to keep up with the pace of change, and someone needs to advise the CEO anyway. I opined that everything he suggested was, in fact, within the remit of governance (to steer, to guide, to pilot), but he wasn’t having a bar of it. Governance, in his mind, is compliance; and the board’s job is to keep the CEO “safe”.
    • Regulating one’s way to performance: A meeting in Sydney, with three people familiar with regulatory frameworks—all of whom are professionally trained as lawyers—caught me on the hop. All three agreed that the imposition of codes and regulatory frameworks was necessary, because “statutes don’t go far enough.” The implication was that rules drive compliance, and that compliance with rules equates to performance. In other words, follow the rules and the organisation will thrive. I was shocked. Rules are, I think, boundaries—nothing more. How can one possibly thrive if the extent of their contribution is merely to ensure they live within the rules?
    These examples demonstrate, to me anyway, that questions of what corporate governance is, the role of the board and how governance might be practiced are far from resolved. Directors and their advisors seem to be their own worst enemies. Flawed understandings of what governance is (the provision of steerage and guidance, to achieve an agreed strategic aim), and how it might be practiced, remain serious barriers to boards fulfilling their mandate, which is to ensure the enduring performance of the company. Why do some directors’ institutes, advisory and consulting firms, regulators, academics, and media commentators continue to discuss “best practice” and promote various matters that have little if any direct impact on achieving sustainably high levels of organisational performance? Surely attention needs to be on helping directors and boards do their job well, n’cest ce-pas? I have a few ideas to crack this problem, but I’m keen to hear what you think.
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    Reading through the seasonal break

    Corporate Governance Director Development Readings Teaching
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    I have the good fortune of meeting many hundreds of people every year—aspirational and established directors, board chairs, executives, journalists, shareholders, MBA students, doctoral candidates, lobbyists, regulators, policy analysts, conference organisers, and more besides. Sometimes, contact is fleeting; sometimes it is enduring, as we work together to gain insight, educate, or tackle a difficult problem.
    One question that keeps coming up (besides the big three, namely, what is corporate governance; what is the role of the board; and, how should governance be practiced) is, "How do I stay current and relevant?"
    The answer is straightforward. I read, a lot.
    Every morning—well, at least six days a week—I dedicate 90 minutes or more, to check newsfeeds, blog posts and emails that have arrived overnight. The primary goal is to ensure I have sufficient awareness to engage well with colleagues and clients on topical matters. Some people call this continuing professional development. I prefer a simpler description: reading to keep up.
    This commitment is, I find, a bare minimum because it does not afford space to read widely and think deeply about ideas, perspectives and the human condition. For that, I read books; sometimes in the evenings, but most often on flights and during holiday breaks. Why? Because I have time to think and mark (in pencil in the margin if a physical book, or electronic bookmark if an e-book) specific points to investigate further.
    Several people have asked what I'm reading. Here is a list of books either under way or to be read this summer break. Notice only one is directly linked to my board and governance work. That is intentional. Reading widely means, to me, reading beyond normal boundaries to discover new ideas and ways of thinking about things.
    This list is a selection of the books awaiting my attention. If you read, I'd love to hear any recommendations!
    Enlightenment Now
    Steven Pinker
    The Matter with Things
    Iain McGilchrist
    The Evolution of Corporate Governance
    Bob Tricker
    On Certainty
    Ludwig Wittgenstein
    SOE (Special Operations Executive)
    M. R. D. Foot
    Seven Pillars of Wisdom
    T. E. Lawrence
    Nine Quarters of Jerusalem
    Matthew Teller
    The Unbroken Thread: Discovering the Wisdom of Tradition in the Age of Chaos
    Sohrab Ahmari
    South
    Sir Ernest Shackleton
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    Taking stock at year’s end; and peering into 2022

    Corporate Governance Decision Making Director Development Governance Leadership Research Tough Questions Value Creation
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    December is a significant month for many peoples around the world. It is the month in which two of the three great Abrahamic faiths have a major festival (Jews, Hannukah; Christians, Christmas), and the Japanese observe Omisoka. For others not professing a faith, December is significant to the extent that it marks the end of the Julian calendar. Each of these observances is distinctive, but a common thread runs through them: celebration and dedication.
    Yes, December is a time to reflect on the year gone and give thanks, and to ponder what lies ahead.
    Through this muse, I too wish to give thanks, to the many board directors, business leaders and students that I have had the good fortune to work with during 2021—both in person in New Zealand, and via video link in the United Kingdom, the European Union, the Caucasus region, North America and the Caribbean, India, several African and Middle Eastern countries, and closer to home in Australia. I have learnt a lot, and hope others have derived value from the interactions. Thank you.
    Peering into 2022, the prospect of travelling internationally to work in person with boards and students is enticing. Once the coronavirus situation stabilises, border restrictions are relaxed and travel becomes viable again, I will accept bookings. But in the meantime, I have decided to take on a new project.
    For over two decades now, I’ve had the privilege of working with aspiring and established directors on five continents, helping them wrestle with problems, consider opportunities, make decisions and learn what it means to be an effective director. Over the same period, two friends have encouraged—even nagged—me to consolidate my ideas, experiences and insights into a book. And each time it has been mentioned, I have pushed the idea away, citing lack of head space. But circumstances have changed in 2021 and the time now seems right to reconsider the prospect of writing 50,000 words about governance and the craft of board work. So, that is what I will attempt in 2022.
    (*) The image shows the Marsden Cross, which marks the location of the first Christian mission settlement in New Zealand, and the spot Samuel Marsden preached the first Christian service, on 25 December, 1814.
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    On strategy and governance: Whither to next?

    Corporate Governance Decision Making Director Development Governance Performance Readings Research Strategy Tough Questions Value Creation
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    As summer gives way to autumn in the Northern Hemisphere—and soon winter—so various externalities that frame the work of boards and enduring performance of companies continue to press in. Topical externalities include climatic change; shifting geo-political forces; technological disruptions; diversity, equity and inclusion demands; ever-increasing levels of regulation; the emergence of ESG; and, stakeholder capitalism.
    The challenge for all directors and boards, whether they acknowledge it or not (or even notice or care!), is to respond well in the face of what is patently a dynamic environment—to ensure the fiduciary duty they accepted when agreeing to serve as a director is fulfilled. Steerage and guidance—the essence of corporate governance—requires every director, and the board collectively, to be alert, to both set a course and to respond well in the face of externalities. The mind’s eye needs to be looking ahead, to ensure the reason for the journey remains clear, and that decisions are made in the context of advancing towards the objective. Quite how that should be achieved is the underlying question that has driven my life’s work.
    Following an extended break from writing—a consequence of dealing with the passing of our patriarch—I have ‘arrived’ back at my desk to think and write again, about organisational performance, governance, strategy and the craft of board work.
    If you have a question, or would like to learn more about a particular aspect of board work or the impact boards can have on organisational performance, please let me know! If we are to journey far, we need to explore relevant topics and learn together.