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    The board of directors: a family business perspective

    Accountability Corporate Governance Decision Making Director Development Family Business Governance Leadership Management
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    From entering the business lexicon less than quarter of a century ago, 'corporate governance' has come a long way. Prior to 2000, the term was rarely mentioned in business discussions much less amongst the general public. Boards and directors directed the affairs of the firm, and that was it. Now the term is ubiquitous. Its usage has changed over time as well: from describing the functioning of the board of directors, the term is now used to describe all manner of corporate activity, much of which bears little if any semblance to the board or governance at all.
    The proclivity to use the terms 'governance' and 'corporate governance' has trickled down from big business to now infect family-controlled firms. Well-intentioned but inappropriate usage—notably advisers (typically, but only accounting firms) making assertions such as "You need governance"—has had unintended consequences. When attention is diverted away from running and overseeing the business to "implement governance" (whatever that means or entails) without justification, costs have a tendency to go up not down, and a whole new set of problems including confusion, consternation and strained relationships often follow.
    Over the last two decades, I've had the privilege of working with the directors and shareholders of hundreds of family-controlled firms, ranging from 'mom and pop' operations to much larger (multi-hundred million dollar) enterprises. Awareness of (and interest in) governance has become palpable, more so if a director has just read an article or heard a talk from an expert purporting a 'best practice' governance solution. Yet directors know that a single answer rarely works everywhere. Context is crucial in business; every situation is, to a greater or lesser extent, unique. As a consequence, the universal application of a formulaic 'best practice' solution does not make much sense. Recognition of this gives rise to many questions, especially from the shareholders and directors of family-controlled firms. Here is a selection of the more frequently asked ones:
    • Do we actually need a board?  If the business is a company, yes. But remember that a board is, straightforwardly, a term used to describe the directors collectively.
    • Do we need governance? This question often masks another question: whether the 'practices' of governance are always required. The answer to both is 'it depends'. If all of the directors are also managers and shareholders, and all of the shareholding is held by serving directors (as is generally the case in small firms), then the practice of meeting regularly as a board to set strategy and policy, hold management to account and provide an account to shareholders is redundant. However, once a modicum of separation between shareholding, directors and managers starts to emerge (i.e., some shareholders are no longer directors, or vice versa; or some directors do not work in the business), then its makes sense to embrace board meetings and associated reporting. Another trigger for establishing normative governance practices is the appointment of an independent director.
    • We've been told to appoint at least one independent director, because that is best practice. Is it? Not necessarily. Independence has long been held out as a proxy for better decision-making. For example, most stock markets specify a minimum number of independent directors if the company is to be listed. Yet no categorical link between independence and decision quality, much less better firm performance has been found. However, that is not to say that shareholders should avoid appointing an independent director. If the board lacks some important expertise or needs an extra perspective, an external appointment can be incredibly helpful to the quality of board deliberations and decisions.
    • Our accountant has offered to be a director. Should we take up the offer? Probably not, because to do so introduces an inherent conflict of interest. The accountant (or, accounting firm) is a servant of management, charged with providing specialist financial and reporting expertise. If he/she also sits on the board, then they are, in effect, monitoring themselves, 'marking their own work'', so to speak. Boards that lack financial acumen (for example) should seek such expertise from an external director; there are plenty of highly-skilled people with the requisite technical and governance expertise available. 
    • We are not sure that our 'independent' director is acting in our best interests. What options do we have? First, every director has a duty to act in the best interests of the company, not the shareholder or any other party. If a director, regardless of whether they hold shares or not, demonstrates biases for a particular stakeholder or appears to lack independent judgement, the matter should be raised with them. If the behaviour continues, consider releasing them. 
    • How often should the board meet? There is no hard and fast rule, other than the legal requirement for the board to meet at least once per year. Practically speaking however, the recommended frequency is "as often as is needed to fulfil duties". The boards of family-controlled businesses domiciled in the UK, New Zealand and Australia tend to meet once per month or once every two months, whereas the boards of US-based firms typically meet quarterly. 
    • We've been told to create an advisory board. Is this a good idea?​ No. 
    These questions are typical of those that have been front-of-mind for the directors and shareholders of the family-controlled firms that I've interacted with in recent months. Curiously, questions about social interaction, boardroom behaviour and family dynamics (the human dimensions) are asked far less often. This, despite the board being a collective of directors—people—who are required to work together in the best interests of the firm. Boards that resolve these so-called 'soft' questions tend to be more effective. But more on that next time.
    This article is the first of three on the topic of 'Governance in family-controlled companies'. The second, which explores undue influence and the impact of family dynamic is available here. A final instalment, which will make suggestions to improve board effectiveness, will follow in late 2018. Boards wanting to discuss matters raised in these articles should get in touch directly to arrange a private briefing.
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    Towards great: learning from recent #corpgov failures

    Accountability Corporate Governance Decision Making Director Development Governance Performance Strategy
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    The chattering class has been very active of late, responding vociferously as case after case of corporate failure and misstep has come to light.  Carillion plc and the venerable Institute of Directors (both UK), AMP (Australia) and Fletcher Building (New Zealand) are the latest examples that have resulted in consternation and angst.
    That seemingly strong and enduring organisations continue fail (or have significant missteps) on a reasonably regular basis is a cause for much concern; the societal and economic consequences are not insignificant. Many commentators (primarily, but by no means exclusively, the media) have responded by berating company leaders (the board and management specifically), placing 'blame' squarely at their feet. This is a reasonable: ultimate responsibility for firm performance lies with the board after all. 
    Calls for tighter regulation and stiffer codes abound. Yet the geographical spread of these failures implies that local statutes probably aren't a significant contributory factor. The responses of the boards have been telling: some have circled the wagons (a demonstration of hubris?), others have cast out the chairman or chief executive (diverting blame elsewhere?), and some individuals have simply walked away.
    At this point, it would be easy to join the chattering class; to stand on the margins and berate all and sundry. But let's not go there. Instead, let's try to identify repeated patterns of activity may have contributed to the situations, in search of learnings. Several things that stand out:
    The role of the auditor:​ Most if not all of the firms mentioned above were attested by their respective auditors to have been operating satisfactorily. Yet they were not, clearly. Whether the auditors were in cahoots with management or the board, failing to discharge their duty to provide an accurate assessment or, even, inept remains to be seen. Regardless, something is amiss. To date, few commentators have called out the audit profession as being an accessory (Nigel Kendall is a notable exception). 
    Business knowledge: Remarkably few of the directors of the companies identified here seem to understand the business of the business they were governing. Many directors are recruited for their technical skills (notably, legal and accounting expertise), but few if any have any significant experience in the sector that the business operates in—research by McKinsey shows that one director in six possess such knowledge. How any board can make informed decisions when most of its directors do not understand the wider operating context well is perplexing—it would struggle to detect important though weak signals, much less understand the implications of them.
    Board involvement in strategy: ​ The boards of all of the firms identified here relied heavily on management to prepare strategy. Directors backed themselves to ask questions in response to proposals when they were presented. While most directors are capable and well-intentioned, such a heavy reliance on management is unwise. If the board is not involved in the development of strategy in some way, as many researchers and commentators recommend, the likelihood of the board understanding what it is being asked to approve and subsequently providing adequate steerage and guidance is low.
    If boards are to learn from the failure cases noted here (amongst others), the first and, frankly, most pressing priority is to mitigate apparent weaknesses and focus on what matters. My research suggests that high levels of firm performance are contingent on several factors including:
    • Ownership:​ The board is the apex decision-making authority in every company, meaning the board is responsible making the very biggest decisions. Consequently, if the board expects to have any influence over performance at all it needs to take responsibility—directly—for the big calls.
    • Purpose: If performance is to be achieved and sustained over time, all contributors need to understand their role and why it is important. Sadly, many directors bypass the 'why': they do not understand (and, therefore, cannot describe) why the company exists (activity trumps reason, it seems). Even if they can, they often do not hold a single view. Agreement on why the company exists—its purpose—is crucial; it provides the touchstone against which all other decisions can be made and performance assessed.
    • Strategy: Purpose alone is insufficient. Strategy is the course of action required to achieve the agreed purpose. While no one model (of strategy development) fits all situations, the board should roll its sleeves up and get involved in the formulation of strategy, together with management.
    • ​Effective board practice: This is the biggie. Check this link, it paints the full picture.
    Some commentators have suggested that the success of the board is entirely a matter of luck. I disagree. While outcomes are not guaranteed, my doctoral research and experience shows that boards can exert influence beyond the boardroom, including on firm performance, but only if they focus on 'the right things'. Unless and until boards start taking their responsibility for the performance for the company seriously the hope of much changing remains, sadly, dim.
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    Blackrock speaks: A new dawn rising?

    Accountability Corporate Governance Director Development Governance Performance Research
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    Larry Fink, co-founder and CEO of influential investment firm Blackrock may have just moved the goalposts. 
    Writing in his annual letter to CEOs, Fink argued that companies think beyond shareholder maximisation, a maxim that has dominated investor thinking since the early 1970s. Companies need to determine their raison d'être, their reason for being, towards which all effort should be aligned. Fink could not have been more clear:
    Without a sense of purpose, no company, either public or private, can achieve its full potential. Ultimately, it will provide subpar returns to the investors who depand on it to finance their retirement, home purchase, or higher education.
    Fink directly associates strategy, board and purpose—and in so doing Blackrock's expectations are spelt out. Simply, boards need to take their responsibility to ensure the long-term performance of the companies they governs much more seriously. Specifically, the board should both determine and agree several things, namely, the reason for the company's existence (its purpose); how the purpose will be achieved (strategy); and, how the progress towards the agreed purpose and strategy will be monitored, verified and reported.
    Together, this is corporate governance.
    To have such an influential firm speak so boldly is wonderful. Mind you, I am rather biased: my research findings and experience working directly with boards over many years now is consistent with Fink's assertions. 
    I commend the letter to all boards. Two rather obvious questions boards may wish to discuss having read it:
    • How might boards to put these above-mentioned assertions into practice? The mechanism-based model of corporate governance that I emerged from my work with high-growth company boards is one option. 
    • Will Fink's missive portend a new dawn for board practice and effective corporate governance? While it's a little too early to know, I certainly hope so. Every bit of pressure brought to bear helps.
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    Emergent corporate governance thinking

    Conferences Director Development Governance Research
    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.
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    Developing capable directors, in Sydney, Australia

    Director Development Governance Performance Research
    The effectiveness of company boards has become a hot topic in recent years, especially as the general public has become aware of various failures, missteps, poor practice, hubris and ineptitude, but also as attention has increasingly moved from the chief executive to the boardroom in search of high company performance.
    The role of the company director is not for the faint-hearted. Market forces, technical innovations and human factors all contribute to a complex and dynamic operating environment. Directors need to consider and make sense of information from multiple sources, and make informed decisions in the best interests of the company. It goes without saying that directors and boards need to maintain a continuous learning mindset if they are to keep up to date and contribute effectively.
    In a few days, I'll be in Sydney, Australia (18–20 September), to work with directors committed to the ideal of high performance. While the main objective of the visit is to present the first day of a new three-day course entitled "The effective director", I have time available to attend other meetings to share ideas and discuss emerging trends in corporate governance, strategic management and related topics of interest.
    If you'd like to get together while I'm in Sydney, please let me know. I have some free time and would be delighted to meet informally over coffee, or in a boardroom setting with you and your director colleagues.
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    Upcoming workshop series: Powerful Governance

    Decision Making Director Development Governance
    I am delighted to announce my involvement in the Powerful Governance director development workshops. Powerful Governance is the brainchild of Heidi Börner, an accomplished business advisor with a strong health and safety pedigree. The workshop is designed with the boards of privately-held businesses in mind, to help synthesise the essential elements of effective corporate governance and a strong health and safety culture, leading to a more complete understanding of how to achieve high business performance outcomes.
    The next workshop is being held in Rotorua on 15 August. For pricing  and venue details, and an outline of the workshop programme, check the Powerful Governance website. You can register here. NOTE: The workshop is approved for NZTE capability development credits, which means participants may qualify for up to 50 per cent discount, and claim CPD hours to boot!