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    ICMLG'14: just around the corner

    Conferences Governance Leadership Management Phd Research
    The International Conference on Management Leadership and Governance (ICMLG) is only a week away. This year, the conference is being held at Babson College, just outside Boston. The programme looks really interesting. I'll post reflections and comments here during the conference, so please check back if you are interested.

    I leave home on Mon 17 on the Air New Zealand evening flight to San Francisco, to meet a United flight across to Boston. The conference dates are 20–21 March, so I will have some time beforehand to reacquaint myself with a city that I last visited 20 years ago, and to attend meetings with some highly regarded governance advisors who are based in Boston. My paper will be presented on the first day of the conference, and I will chair a session the second morning.

    Immediately after the conference, I fly out to northern Minnesota, to visit the family I lived with as an exchange student 35 years ago. It'll be my first trip back since 1990, and possibly the last time I see my now elderly host parents. While the schedule is tight, I am looking forward to this trip very much. I'll keep you informed.
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    Major health and safety reforms (for the better) ahead

    Governance Management Performance Societal Wellbeing
    The New Zealand government has just announced the introduction of new health and safety legislation. It requires companies to keep their employees safe or face some stiff penalties. While many boards and senior management teams display responsible attitudes towards the safety of their employees, some have been been quite cavalier in their approach. The reforms include making directors personally liable for breeches—the penalties being fines of up to $3m (companies) and $600,000 (individuals).

    Some may see the proposal as being 'over the top'. However, it has been well signalled: new guidelines for directors were announced ten months ago, in May 2013. The proposal will be a helpful addition to the governance landscape if it drives directors towards taking greater responsibility for their decisions. Certainly, the move towards holding directors accountable for inaction will be welcomed by many. 
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    On women in leadership, the glass ceiling and statistics

    Governance Leadership Management Performance Research Societal Wellbeing
    The glass ceiling seems to be alive and operating well in New Zealand—or so a reporter's interpretation of a recently published report by Grant Thornton would have us believe.

    Whereas New Zealand was the first country in the world to embrace universal adult suffrage, it now ranks 15th in terms of the proportion of senior executive positions held by women (down from fourth a decade ago). The reporter seems to have used this statistic to make the glass ceiling claim. The Grant Thornton spokesman has made similar claims. However, when one reads the Grant Thornton report more carefully, the picture is actually somewhat different. The global average has also stalled. The proportion of women in senior executive positions jumped from 19% to 24% in the three years from 2004 to 2007 but has remained largely static since. (The New Zealand proportion is 31%.)

    Rather than make speculative claims, of a glass ceiling, the discussion needs to centre on why the proportion has stalled. It could be that a quarter to a third is representative of the number of effective female leaders available to contribute. Or, it could be that more are willing, but they lack the expertise to be truly effective when measured against male counterparts. Or, it could be due to a myriad of other contributing factors. Whatever the reason, business and society would be well served by finding out. Notwithstanding this, simplistic approaches (like counting things) are unhelpful. They cannot produce anything more than correlations, statements of what 'is' and emotive claims. The problem is complex, so a different research approach is required to reveal the underlying mechanisms. However, such research is typically slow and demanding, as I've discovered in my own research work. In the meantime, reporters like Mr Foreman would be well served by taking a little more care in their reporting.

    * For the record, I am a strong advocate of appointing the best and most capable person to any role, regardless of their gender or any other diversity variable.
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    CEO quits: But what of the board?

    Governance Leadership Management Performance Societal Wellbeing
    News emerged today that Peter Campbell, CEO of Brackenridge, an intellectual disability facility, has resigned after five months of investigations and media scrutiny. Tragically, three residents died at the facility last year. There have been a series of complaints relating to safety as well.

    Clearly, there have been operational problems at Brackenridge—the review concluded that management had been distant and unresponsive. Notwithstanding this, I suspect there has been a failure of governance as well. Some important questions that need to be asked are:
    • What has the board been doing in the period leading to the review and since?
    • Did the board know about the "series of complaints" that precipitated the review? If so, why did it not investigate and act? And if not, why not?
    • Why has the chair chosen to defend the CEO, when clearly something was amiss?

    Superficially, the board appears to have been quite passive, to the extent it may have failed to discharge its legal and moral duties effectively. Notwithstanding the remedial plan now in place, the performance of the board needs to be reviewed. Weaknesses need to be identified and changes made, to improve the process of governance and quality of oversight at Brackenridge. The residents and their families deserve as much.
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    Retail giants stand-off: what is going on?

    Governance Leadership Management Performance Strategy
    The pages of history are littered with stories of business mergers and acquisitions—some of which successfully achieve the intended aims after consummation, most of which do not. Stories of failed attempts are far less common, especially when the suitor's advances are confidential. However, one failed attempt, of which news broke in the Australian business press over the weekend, merits further comment, particularly because it involves a corporate board that has been accused of a series of bungles of late.

    The headline story concerns a proposal made by department store titan Myer to merge with its competitor David Jones. While the companies are currently trading profitably, pressure is starting to mount on both businesses as new competitors including on-line traders emerge. In October 2013, the Myer board presented a confidential merger proposal, claiming that operational savings of $85M per year would ensue. It was formally rejected by the David Jones board in November. The existence of the proposal, and David Jones' rejection of it, remained confidential—until recently.

    Several questions must be asked as a result of this situation. Did the David Jones board act in the best interests of the company by rejecting the proposal, especially given claims that the situation was a "bloody fiasco" and that the directors were "just trying to protect their position"? Further, why did two David Jones directors buy shares the day after the proposal was received? (The ASIC has determined not to investigate the share transaction, despite it appearing to be, superficially at least, an instance of insider trading.)

    The shareholders of both companies deserve better than this. Both companies have long and proud histories. They are publicly-listed, so the respective boards have a duty of care to keep shareholders (and the market) informed of material developments. Is the David Jones board on borrowed time? Perhaps. The response of shareholders, and the ASIC and ACCC, will be very interesting to observe.
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    Sadly, some things are just the same...26 years on

    Governance Leadership Management Performance Strategy
    We live in a fast-paced world, where the only constant seems to be change itself. Messages of the latest and greatest scheme or product or idea bombard our senses daily, imploring us forward, towards "progress". Yet in some quarters change actually occurs very slowly—at glacial speeds even—despite the best intentions of enthusiastic advocates. The corporate boardroom is one such quarter.

    I've been reading Making it Happen, Sir John Harvey-Jones' reflections on leadership. Harvey-Jones, a successful British businessman and industrialist, was perhaps best known for leadership of British firm ICI, culminating in his chairmanship from 1982 to 1987. His insights are timeless, because they continue to be relevant today, 26 years after they were first written. To illustrate the point, here is a selection of salient comments that Harvey-Jones made about boards in 1988:
    • Every member of a board shares a co-equal responsibility for the future of the company. Board members are chosen from amongst the most successful executives ... understandable tendency when you first join a board ... for everyone to assume that you will 'pick it up as you go along'.
    • Boards do not easily set themselves the sort of criteria of success that they would unhesitatingly apply to every other part of the business. Yet unless a board continuously criticises the way it is working ... it is extraordinarily difficult for it to improve its performance.
    • Many boards are quite unclear as to whether they are merely a coordinating committee, or whether their primary responsibility is to the group as a whole.
    • It is important not to go in to a meeting without some clarity in your own mind as to what you are expecting to achieve. If you go because the meeting has been called, with little personal aim, one should ask oneself why one is going at all.
    • Sadly, it is perfectly possible for boards of directors to meet regularly and never discuss any creative business at all. (Harvey-Jones describes this as a "severe abnegation" of both personal and collective responsibility.)

    Do any of these points sound familiar? They should do, because they still characterise the behaviours and attributes of many boards in 2014. Why have boards not embraced the same enthusiasm for change and improvement as has been demonstrated elsewhere in the business community? It's high-time boards took stock.