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    A failure of corporate governance in local government

    Governance Management Performance Societal Wellbeing
    A tragedy unfolded in Christchurch today. The CEO of the City Council, Mr Tony Marryatt, was stood down by Mayor Bob Parker, due to ongoing problems with the issuing of building consents. The problems, which have been discussed in the public domain for some time, are due in part to the increased number of applications arising from the rebuild of Christchurch buildings post the devastating earthquakes of 2011 and 2012.

    Mayor Parker took action in because, in his own words, crucial information failed to reach the governance team. Gosh, this is serious. On the surface, the statement presents the Mayor as being decisive in response to a significant problem. However, under the surface, the statement exposes a problem relating to information flow and expectation. In the governance contexts that I am familiar with, the Board is responsible for ensuring it has all the information it needs to enable a decision to be made. Yet in this case, it appears that the Mayor (at least) expected information "to be provided".

    If the information the Mayor now describes as being crucial was not provided, then one of two things will have occurred. The CEO may have chosen not to provide it (as implied by the Mayor's comments), or the Council may have failed in its duty to ask the right questions to elicit the information. Either way, the failure of governance is laid bare. Rather than start by blaming the CEO (I'm not suggesting he is blameless), the Mayor and Councillors should reflect on their own conduct, to determine whether they have discharged their civic duty to the full extent expected under their warrants. If they have, then well and good. If not, then perhaps they too should stand down.
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    On coping with growth...what is the Board's role?

    Governance Management Performance Strategy
    There have been several interesting developments at sharemarket darling Diligent Board Member Services recently—developments that merit discussion and comment. Last week, Diligent, a high-growth, publicly-listed company, announced that it had incorrectly recognised some revenues relating to new customer agreements. Then, at the AGM held this week, the Board announced that no dividend should be paid in 2013—despite strong revenue growth and cash reserves—and that consideration is being given to dual market listings. Individually, these announcements seem relatively uneventful. However, when read together, they raise some interesting questions of governance:
    • What role is the Board actually fulfilling as the company copes with growth?
    • Does the Board really understand how the executive is progressing in terms of strategy implementation and the management of risk?
    • Why did the Board's Audit Committee not detect the revenue recognition error, particularly as the scale of the error was not insignificant?
    • How clearly defined are the company's strategy and governance practices?

    High rates of growth naturally present challenges for most companies, and this latest series of announcements suggest Diligent is by no means exempt. All power to the Board though, because it has recognised that it is experiencing stresses and strains, and it seems to be committed to resolving them. It will be very interesting to see how the Board responds, particularly in terms of the strategic decisions it makes to redeploy resources and adjust processes, in order to secure the next stage of business growth.
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    Report: Most company failures are failures of governance

    Governance Performance Research Strategy
    A recent study, conducted by UK firm Reputability LLP, has found that failures of governance are at the seat of most company failures. A lack of [governance] skill and an inability to influence management were cited as the root cause of 88% of the failure cases studied. Gosh, that's nearly nine out of every ten failures attributable to poor governance! Information asymmetry, a tendency to rely on quantitative data (numbers) and poor 'soft' skills were identified contributing factors. The full report is available, for a fee, here.

    This report is an indictment on governance. It clearly exposes an underlying problem with governance. Boards, in general, are not operating effectively. I'm not particularly surprised by the findings of this study. Most corporate Boards operate within a framework called 'agency theory', whereby an adversarial relationship between the owner's representatives (the Board) and management exists. The Board sees its role as that of a policeman, to monitor and control management, in order to protect the interests of the owner(s). In such situations, trust is typically low, reputations are carefully protected, and information is shared carefully and sometimes under duress.

    The tragedy is that agency theory remains the dominant governance framework—in the western world at least—despite a seemingly endless body of evidence that shows companies are not well served by it. Perhaps this report might prompt Boards and shareholders to take stock, and consider other governance frameworks whereby Boards and management actually work together to maximise performance. After all, the evidence is compelling. Is that asking too much? 
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    Nailing down core purpose...properly

    Governance Management Performance Readings Societal Wellbeing Strategy
    The core purpose of most organisations is to maximise its performance—whether it be a not-for-profit agency, a government department, a faith-based group, a health provider, a commercial enterprise, or any other organisation. The definition of performance differs from organisation to organisation differs, of course. NFPs measure performance in terms of services provided, whereas commercial enterprises generally measure performance in terms of wealth creation, for example.

    Notwithstanding this honourable goal of maximising performance, many organisations struggle to perform as they'd like. Often, regulatory frameworks and internal confusion (over purpose, strategy and operational priorities) divert attention and resources away from the "business" of the organisation. Why is this? I'd like to suggest that many organisations are not entirely clear about why they exist—even though they think they are.

    When I'm asked to help an organisation with its performance, one of the first things I ask about is core purpose. Sometimes a clear statement is provided, but only sometimes. More tellingly though, the underlying values and belief system—upon which behaviour is based—is generally not nailed down. Organisations are complex, socially dynamic entities, and even the best laid plans can be readily undermined by dissenting (and sometimes well meaning) individuals or groups. And therein lies a root cause. High performance is generally contingent on having a clear purpose and an agreed set of values to guide behaviour and decision-making. Just ask the CEO of any successful enterprise.
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    Stepping up a gear...another milestone reached

    Governance Phd Research
    This week marks a red letter point in my doctoral journey because, on Thu 13th, I will visit the Boardroom of Company Beta (*), observing and recording the meeting. Finally, after twelve months of reviewing the literature, proposal writing and careful planning, I've reached the milestone point where data collection can commence. It feels good! Over the next year, I will be gathering data from several sources within three companies (Board reports, minutes and meeting observations; Chair and CEO interviews; annual accounts; historical performance data), and trying to make sense of it. 

    To those readers not familiar with my doctoral research: I am investigating the relationship between governance and performance, with the overall goal of providing an explanation of how Boards actually contribute to business performance (because we don't know). The research design is a longitudinal multiple-case study, underpinned by a philosophy called critical realism, and the direct observation of Boards in situ. This combination has never been tackled before—hopefully I haven't bitten off too much! If you'd like to learn more, have a look at the papers on my Research page, or contact me directly.

    (*) Company Beta is so-named because it was the second company to provide approval to participate in my doctoral research. Anonymity is an important condition of this research, to protect the companies and give them confidence that what is reported in the final thesis is not identifiable back to source. I'm due in the Boardroom of Company Alpha in late June, and am still negotiating with a couple of companies to become Company Gamma.

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    On changing the face of local government...

    Governance Societal Wellbeing Strategy
    Have you ever wondered how the money paid to local councils is spent? Or, more importantly, whether it is spent wisely? These are important questions of governance. Many column-inches have been written on these questions over the years. However, I continue to be troubled by these questions because, on the surface, there is much wastage, and that wastage is inhibiting economic development and improvements in societal well-being. Here's two examples from New Zealand:
    • Christchurch, the garden city devastated by a series of major earthquake events: The City Council and the Regional Council have become engaged in an accusatory finger pointing battle which is paralysing progress towards the rebuilding of the city. Having two agencies overseeing the same geographical area—albeit with different remits—is hardly conducive to an effective, coordinated rebuild of the city.
    • Wellington, the capital city: The "city" is actually four cities (Wellington, Porirua, Hutt, Upper Hutt), all of which are separately governed with local council structures and costs. This piecemeal approach to local government has provided jobs for four Mayors, four sets of Councillors, four CEOs and four duplicated sets of staff and services. Oh, the wastage.

    These models—the two-tier agency model (City and Regional Councils) and the multiple-small-agency model (Wellington)—are hardly conducive to the cost-effective provision of infrastructure services. How can any city hope to be a strong and vital contributor an economy when there is bickering and fighting within? A body cannot hope to survive with two heads. A family (city) divided cannot prevail. The role of local government is local infrastructure. Far too much money is wasted on duplicated effort; and on middle management, communications and so-called consultants. Lots of activity (seemingly) but little in the way of tangible progress.

    Thankfully, moves are afoot to reform local government. Wellington looks like following Auckland's lead (of one civic agency), although agreement on the best model is yet to be achieved. A smaller, coordinated civic agency can only be good for economic growth and societal well-being. If less money is spent on excess and duplication, more money should remain in the pockets of local businesses (to drive growth) and citizens (improve their well-being). The face of local government needs to change—the finger pointing and power games have gone on long enough.