For decades now, researchers have been searching for the link between governance and performance that supposedly exists. Most of the research has investigated isolated attributes of governance—things like Board size, gender diversity, the inside/outside director balance, and CEO/Chair duality. The results have been mixed. Some researchers have suggested correlations. Others have disagreed. Despite considerable effort—over an extended period—researchers seem to have reached an impasse.

I was thinking about this while watching a motor racing programme on television yesterday, and concluded we've been looking at the wrong things.

Do cars go faster because they have a male driver or red paint, (for example)? Of course not. Rather, they go faster because of the way they are prepared and what happens on the race track. Racing drivers win because of what they do (techniques, decision-making), not who or what they are (gender, fitness levels, red car). 

We have much to learn from this analogy. If a link between governance and company performance exists (as several well-regarded scholars have postulated), it will, in all likelihood, be due to the activities of the Board as a whole—what they talk about, the decisions they make, the way they monitor performance. If progress towards exposing the elusive link between governance and performance is to be made, the research agenda needs to change—from attributes to activities. Does this sound plausible to you?

This is one of the perennial questions of governance. It just keeps coming up. Almost every month I am asked to comment on the "best model" of governance. 

Governance is hard to grasp as a concept. What's more, it is a complex and socially dynamic phenomenon. Governance has lots of moving parts, and things change, depending on context. Indeed, no universally accepted definition for "corporate governance", "IT governance", "policy governance", or even "governance" itself seems to exist. The OECD definition of corporate governance, written in 2004, is widely recognised and generally accepted, however many directors and owners of smaller companies question how it fits their circumstances.

Back to the question. The research literature is fairly clear: the pursuit of a one-size-fits-all governance model—or an optimal Board structure for that matter—does not appear to be practical, feasible or even desirable. Just as different organisational structures and operating policies make sense in different settings (who'd apply Fortune 500 structures in a SME?), different governance models also make sense in different settings. So, the answer is "no"—but that begs another question: how should one go about implementing effective governance in an organisational setting? Well (you're not going to like this), it depends.

Clearly, working out how to implement an effective governance framework is important, because the question keeps coming up. I've decided to try to tackle this question over the coming weeks. I'll share what I learn through Musings. Watch this space!

This might sound like a rather odd question to ask, because an affirmative answer seems so obvious. Yet in my experience, many Boards do not exercise the option of seeking advice directly, despite the benefits of doing so being clear. Generally, Boards turn to the CEO to fill information gaps, because they are well-placed to provide the additional information required. However, the CEO is not always the best source of information.

In what situations should the Board engage independent advisors directly? Whenever independence is crucial, or there is a conflict of interest. Three areas emerge as prime candidates to engage independent advice (although there may be others as well):

• Risk management: To do otherwise is to rely on management's view of risk—akin to asking a rustler to report on the number of animals lost. I wrote about this recently.
• Legal advice: Leading governance expert, Dr Richard Leblanc, recently made a strong case for Boards to engage legal advisors who are not conflicted by also providing advice to management.
• Strategy: Several researchers have suggested that the provision of independent contributions (to supplement contributions from management and Board members) is extremely helpful, because it exposes the Board to a more diverse set of trends and options as strategy is developed.If Boards are truly committed to acting in the best interests of the company (or the shareholder, depending on the jurisdiction), the answer must, unequivocally, be "yes".

My hope for 2013 (and beyond) is that more Boards will start to walk the talk.

Should directors receive performance-based pay for their contributions?

This is an interesting question. Performance-based pay has become commonplace amongst senior executives and sales staff in the last decade or so. The model is straightforward: perform well (by achieving agreed objectives) and get paid a commission, be awarded stock or receive recognition via some sort of bonus. Performance standards are generally set by a more senior manager. The system seems to work reasonably well. However, an increasing trends in recent years is the implementation of similar performance based reward systems in the boardroom. But is this smart? Do performance-based pay systems motivate the "right" behaviours amongst directors?

Whereas management and staff are directly responsible for implementing strategy and achieving performance goals that are determined by a more senior party, the Board is not. In addition to their role being quite different (to determine strategy, monitor performance and manage risk), the link between what Boards do and company performance is tenuous, at best. Simply, we do not understand how Boards contribute to performance. Further, Boards are endogenous—they largely set their own agenda and determine the company's objectives. In establishing performance-based pay systems for themselves, Boards are immediately conflicted. One way of ensuring performance-based payments are made is to set artificially low targets (for example). I'm not sure this is a good way of maximising company performance, or motivating healthy behaviours, but it is a way of being paid(!)

My preference is towards rewarding directors through fixed fee payments for their contribution. If they are contributing, they receive their fee. This would be the default. However, if they are not contributing effectively, this should become known through a formal Board review process. Shareholders should have access to review documentation, and only re-appoint directors that are contributing. 

This sounds remarkably easy on paper, however the topic of today's muse is hotly contested amongst practitioners and academics alike. What's your view?

Over the last 6–12 months, a steady stream of articles, blogposts and on-line discussions calling for Boards to become more "tech-aware" have appeared. I've read many of these, and have concluded that the drivers for many can be grouped into one of two categories:

• IT Managers and technology professionals have become frustrated that their reports and their proposals to implement new systems are not understood or approved by the Board.
• Boards have been caught out (often at considerable cost to the company through project failure, customer impact or balance sheet stress) because they've approved technology programmes or investments that fail to deliver as promised, or simply are not aligned with agreed corporate objectives.

The time to bridge the chasm between what the Board needs from IT and what IT delivers has long-since past. Calls for Boards to become tech-aware need to be addressed. However, there appears to be a problem that needs to be called out: what does "becoming tech-aware" actually mean? And how does a Board achieve such a state? Rather than simply call out the problem, or brow-beat directors with standards (ISO 38500, for example), companies need to make progress on these questions. Several options are available.

Seek IT-expertise when making new Board appointments: The recruiting of IT-experts (former CIOs for example) can provide an immediate gains, particularly to help Boards understand trends, and reports and proposals from management. However, this option can backfire if appointees are inclined towards detail, jargon-laced statements, and the ardent promotion of the latest trends and fads.

Require the CEO and management to ensure all papers (reports and proposals) explicitly state business and strategic impacts: This is an outstanding option, and one that all Boards and CEOs should actively pursue. If management wants support for investments, then it is their responsibility to package proposals in such a way that the risks are made plain, and that impact on business performance and strategic goals is made explicitly clear. Boards have a role to play, by specifying how information needs to be presented in order to be most useful.

Boards request and schedule presentations from external specialists: The pace of technology change—and the business and strategic impacts that follow—continues unabated. If Boards are to maximise the value of the organisation effectively, they need to understand emerging trends and developments. Rather than secure this knowledge from staff (and run the risk of only hearing what management wants to say), Boards should seek contributions directly, just as they (should) seek any other strategic market comment, risk or audit advice. The goal is to gain a broader perspective, to inform the debate and the selection of strategic options.

It should go without needing to be said, but for completeness, these options are not mutually exclusive. In fact, a combinatory approach, with all three options in place, is likely to raise the chances of a strong outcome.

The ugly face of conflicted interests in local council governance raised it head in Wellington again today. In September, I suggested that it was time for Councils (and Councillors) to resolve the conflict of interest that exists when they appoint themselves to subsidiary company boards.

This morning, the Dominion Post published a front page article stating that Wellington City Councillors had voted to axe perks for board appointments. This sounds like a step in the right direction, however the decision will only become effective from the next term! Further, Councillors can (and probably will) still appoint themselves to plum roles. This smacks of cronyism and the feathering one's nest for personal gain.

It's disappointing that the Council has not bitten the bullet by moving immediately to appoint independent directors to the Boards of subsidiary companies. The appointment of independent directors, through a robust appointment process, will achieve at least three positive outcomes:

• Remove the conflict of interest that exists when Councillors appoint and pay themselves
• Ensure the best possible skills are recruited to maximise business performance
• (Begin to) restore public confidence in civic administration