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    A lesson from Churchill, for boards

    Churchill's honesty and candor—expressed throughout his sometimes tumultuous career—speaks volumes. Whether speaking about the difficulty of defending Britain (1940); the descending of an iron curtain across Europe (1946); or, holding out false hopes (1950), Churchill's assessments were characteristically both candid and complete. His candour marked him out as a courageous leader—not always right or universally popular, but strong and courageous nevertheless.
    In contrast, many boards of directors have a history of being far less complete in their communications; to the point of being economical with the truth and dismissive of the seriousness of situations. Directors—a proxy for (often) absent shareholders—are appointed to govern the affairs of the company, a fiduciary responsibility. Yet a significant number flout this trust, behaving without reference to others (notably but not only shareholders); a sad reflection of the human condition.
    When boards and directors operate in a 'fast and loose' manner, and selfishly so, the casualty is often company performance (not to mention the consequential impact on company value). Sadly, shareholders typically only find out late in the piece (sometimes too late): BHSWells Fargo and Wynyard Group are recent examples.
    Why do shareholders continue to support boards and directors who behave in this manner? Surely the learning from Churchill (and many others including the famous Johnson and Johnson Tylenol case) is that disclosure and the provision of an accurate account is the preferred way of operating, even though the short-term pain may be great. Indeed, history is a great teacher—but only if we take heed of the lessons.
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    A nomadic life...temporarily, but for a good cause

    Sunday 5 March is less than two weeks away. For many it is just another day. However, it is significant for me because it signals the onset of an eight week stretch of advisory, speaking, board evaluation and confidential briefing commitments in several countries. Consequently, I will temporarily embrace a nomadic lifestyle: hotel rooms, flights and airline lounges will dominate my world. Here's the schedule as it stands today:
    March 5–6
    March 7–9
    March 10
    March 12–14
    March 16
    March 18
    March 19–20
    March 20–21
    March 22
    March 22–25
    March 26–28
    March 29–31
    April 1–3
    April 3–5
    April 7–21
    April 25–27
    ​April 28
    Timaru, New Zealand
    Rotorua, New Zealand
    Christchurch, New Zealand
    Whakatane, New Zealand
    Wellington, New Zealand
    en route to UK & EU (trip details here)
    London, England
    Rotterdam, Netherlands
    Amsterdam, Netherlands
    Helsinki, Finland
    London, England
    Cambridge, England
    en route to NZ
    Hawera, New Zealand
    Caloundra and Cairns, Australia (holiday!)
    ​Dunedin, New Zealand
    Wellington, New Zealand
    While the schedule will be demanding, the cause is compelling: to speak into literally hundreds of situations in which boards and directors have sought guidance to improve their practices and performance will be both a great honour. That they have reached out to me is deeply humbling. I shall do my best to make a difference.
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    Twelve months on: How much progress have we made?

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    Just over twelve months ago (6 January 2016 to be exact), I wrote this muse, a reflection on both the state of corporate governance and the usage of the term. At that time, confusion over the use of the term 'corporate governance' was common, and the profession of director was shadowed somewhat by several high profile failures and missteps. The blog post seemed to hit a nerve, triggering tens of thousands of page views and searches within Musings; many hundreds of comments, questions, debates and challenges (including some from people who took personal offence that the questions were even asked); and, speaking requests from around the world. That many people were asking whether corporate governance had hit troubled waters and were searching for answers to improve board effectiveness was reassuring.
    That was twelve months ago. How much progress has been made since?
    At the macro level, seismic geo-political decisions; the rise of populism and the diversity agenda; and, risks of many types, especially terrorism and cyber-risk have altered the landscape. Also, new governance codes and regulations have been introduced to provide boundaries and guidance to boards. Yet amongst the changing landscape something has remained remarkably constant: the list of corporate failures or significant missteps emanating, seemingly, from the boardroom continues to grow unabated. Wynyard Group and Wells Fargo are two recent additions; there are many others.
    Sadly, companies and their boards continue to fail despite good practice recommendations in the form of governance codes and (supposedly) increasing levels of awareness of what constitutes good practice. This is a serious problem: it suggests that, despite the best efforts of many, progress has been limited. Clearly, ideas and recommendations are not in short supply, but what of their efficacy—do they address root causes or only the symptoms? And what of the behaviours and motivations of directors themselves, and the board's commitment to value creation (cf. value protection or, worse still, reputation protection)?
    That the business landscape is and will continue to be both complex and ever-changing is axiomatic. If progress is to be made, shareholders need to see tangible results (a reasonable expectation, don't you think?), for which the board is responsible. If the board is to provide effective steerage and guidance, it needs to be discerning, pursuing good governance practices over spurious recommendations that address symptoms or populist ideals. How might this be achieved? 
    An important priority for boards embarking on this journey towards effectiveness and good governance is to reach agreement on terminology, culturethe purpose of the company and the board's role in achieving the agreed purpose. If agreement can be reached, at least then the board will have a solid foundation upon which to assess options, make strategic decisions and, ultimately, pursue performance.
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    The darker side of the diversity agenda

    Over the years, the boardroom diversity discourse has matured: from women on boards, to other forms of observable diversity, and now diversity of experience and thought. Diversity of thought is perhaps the zenith (but difficult to measure), because complex problems—the type that boards most frequently need to consider and resolve—need to be investigated from many different angles. Rarely does one (only) solution exist. More often, multiple responses are available. The challenge for an effective board is to elicit a full range of options, and analyse them carefully before making the best possible decision. Different perspectives are crucial if high quality decisions are to be produced.
    The boardroom diversity agenda is laudable because it shines the light on board performance. However, a darker perspective exists, as I discovered last week when the following comments were made in my hearing.
    A person was recounting to their colleague a recent experience as a candidate for a board appointment. He said that he'd been short-listed following a rather intensive initial interview and discovery process, and that things were looking good with an interview with the full board expected. But then the discussion took an unexpected turn: the storyteller related these comments from the appointment committee chair:
    You are a strong candidate, perhaps the best. Your skills and expertise, background and approach to team-based decision-making are great. However, we will not be taking you any further because we need to be seen to be meeting public expectations by advancing the diversity mix on the board. I hope you understand.
    I walked away, stunned. Is this an isolated case of reverse discrimination (I hope so), or some new form of 'normal', a modern-day stocking of Noah's Ark?
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    Upcoming talks and workshops in the UK & EU

    The level of interest in board effectiveness and good governance outcomes seems to be growing, or so it seems if the number of advisory, speaking and workshop enquiries that have arrived in recent weeks is any indication. Already, 2017 is shaping up to be busier than last year!
    My first trip to the UK and EU for 2017 is scheduled for mid-March. The programme is starting to take shape, as follows. Commitments include speaking engagements (topics: the board's role in value creation, emerging trends and findings from my latest research), workshops (board capability development), advisory meetings and a training course.
    If you have a question or want to set up a meeting, please get in touch
    EDIT (30 Jan): My diary is now nearly full—the only remaining opportunities to book a meeting are in London. If you want to meet, but not in March, or if you want to discuss the possibility of an engagement in the future, please register your interest. At this stage, it is my intention to return to the UK and EU in June and September. 
    20 March
    London, UK
    Business meetings
    21 March
    Rotterdam, NL
    Speaking engagement, workshop, advisory meetings
    22 March
    Amsterdam, NL
    Advisory meetings
    23–24 March
    Helsinki, FI
    Research seminar, workshop, advisory meetings
    27–28 March
    London, UK
    Advisory meetings
    29–31 March
    Cambridge, UK
    Attend training course
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    Mistrust, a heavy burden

    The New York Times has reported that Wells Fargo, a US large bank, is now struggling in the aftermath of the fake accounts scandal. It's hardly surprising really, especially given the questionable response from the board of directors. The drop in earnings and business performance that ensued and the subsequent erosion of trust among customers and in the marketplace has placed a heavy burden on the company, the board especially so.
    What can be learned from this now well-storied case? Firstly, no one is perfect. Mistakes happen and people sometimes commit fraud. Secondly, and importantly, recovery is possible but this depends on certain actions being taken. The challenge (or, more accurately, opportunity) for the person or group that has made a mistake or perpetrated a fraud is to apologise and make good, and to re-establish trust with key stakeholders (staff, customers, shareholders and the market) as quickly as possible. This can be tough because it means admitting failure and swallowing some pride. But these steps are necessary if recovery is to be complete. The exemplar that is often cited is the Johnson & Johnson Tylenol case.
    Usually, the recovery process involves making good with parties impacted by the event (showing remorse, apologising and making meaningful reparations), and changing behaviours, processes and, potentially, swapping out people to ensure the mistake or fraud is not repeated.
    The board of directors has a crucial role to play in the recovery process, because company culture is usually a significant contributing factor in any failure. Boards must accept that ultimate responsibility for culture—as with everything else—resides in the boardroom. The Wells Fargo board and management would be well-advised to check the J&J case carefully for insights; commission an independent review of the operating culture (starting in the boardroom); and, commit to taking appropriate actions to cut away all vestiges of the scandal. A public apology wouldn't go amiss either.