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    International Corporate Governance Network: Annual Conference

    The 2015 edition of the International Corporate Governance Network annual conference is just a week away (3–5 June). This year, ICGN will be celebrating 20 years of governance change and reform. Hosted by the City of London, the conference is being held at the historic Guildhall. The organisers have assembled a fantastic programme. Over 650 delegates have registered to hear 80 speakers discuss a wide range of topics:
    • Sustainable capital market reform: what needs to be done?
    • The board of the future: will it be fit for purpose?
    • Share ownership in a global context—is stewardship working?
    • Human rights: what are investors expected to know and do
    • Driving accountability across the voting chain
    I will be at the conference (as a delegate only this year). Summary reports will be posted here, so please check back next week for updates. If you want to meet up at the conference, contact me to make an arrangement.
    The ICGN annual conference is the first of three conferences that I'm attending in June. I will also be at the International Governance Workshop (11–12th, Barcelona, Spain) and the European Academy of Management conference (17–20th, Warsaw, Poland), to present the latest findings of my research and discuss implications for boards. Copies of my papers are now available.
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    Apparently shareholders do not own corporations!

    Please excuse this rather sensationalist title—I have just picked myself up from the floor having read this clause in the recital section of a [draft] directive being prepared in the EU:
    "Although they do not own corporations, which are separate legal entities beyond their full control, shareholders play a relevant role in the governance of those corporations."
    The proposed directive, which encourages long-term engagement and gives voice to shareholders in listed companies and large companies, seems to be well intentioned. However, the statement that shareholders do not own the corporation left me flabbergasted. It raises all sorts of questions:
    • If the shareholders (collectively) do not own the corporation, who does?
    • To whom is the board accountable—the shareholders (who don't own the asset the board is charged with operating); or, the [now unknown] owners; or, some other group?
    • Who benefits from the wealth created by the corporation, the shareholder, the owner or some other party?
    Why anyone would buy an asset if they knew that a condition of purchase was that they did not own what they had just paid for is beyond me. Is this sloppy drafting, or have I missed something in the semantics? Can someone with a legal mind and expertise in this area please elucidate?
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    Three conferences in three weeks, starting in 13 days

    Here's the trip schedule:
    In just under two week's time (June 1), I embark on another trip to England and Europe. The main purpose of this trip is to attend three important corporate governance conferences, to contribute to the emerging conversation. Many of the world's leading advisors, company directors and academics will be at the conferences. I am honoured to be speaking at two of them. 
    June 2
    June 3–5

    June 8–9
    June 11–12
    June 15
    June 17–20
    June 20
    If you are interested in a specific conference presentation but cannot attend, please let me know. I'll try to attend for you and post a report. Conference updates will be posted here and on Twitter during the conferences, so check back if you are interested.
    I'm looking forward to reconnecting with #corpgov friends and associates, making some new connections and testing some of the ideas that have emerged from my research work. Much coffee will be drunk, no doubt! If you'd like to meet up, at a conference or separately, please get in touch.
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    Do you have a 'heads-up' habit?

    One habit that has served me well for many years is the 'heads-up' habit. It's really simple. Every week, I pause and look ahead, as follows:
    • Every Saturday morning—before breakfast—I look ahead at least four weeks. The motivation is to identify big tasks (typically international trips and major events) loaded into my diary: the objective being to make sure sufficient preparation time is allocated to think, write speeches, build slide decks or prepare well. It gets me thinking—early—about the main points of scheduled talks or important meetings. It has the added benefit of highlighting gaps in trip schedules and, therefore, opportunities to request additional meetings or activities well in advance. I also check trip logistics, especially travel time, accommodation and transport. There's nothing worse than realising at the last minute that an important connection or hotel booking has not been made! This part of the heads-up habit helps me avoid last minute rushes.
    • Every Sunday evening—after dinner—I look ahead seven days. I do this with my wife. We walk through our respective calendars to see what activities we need to plan for, and whether either of us will be home late from a commitment or away overnight (a seemingly simple but incredibly important thing, especially when it comes to planning the evening meal!). This part of the habit helps me manage important relationships.
    In the past, I sometimes lost sight of important upcoming activities (and ended up suffering late into the night trying to make up—the results of which were never that great). However, last-minute rushes have become a rarity since I embraced the heads-up habit. If you don't have a habit to stay of top of your commitments, you might like to try this one. It made my life easier and I seem to be more productive. Also, my wife says that I'm easier to live with!
    Most people I know live fairly busy lives. Western culture and the 'always on' society we live in has done that to us. However, some—by my assessment anyway—have become a bit too busy for their own good. Societal norms seem to reward busyness and excellence, yet cracks start to appear when we get very busy for long periods. We get tired and make mistakes. Our commitment to do things with excellence suffers. How do you cope in such situations? Do you plan well ahead; or, do you manage your commitments on a daily basis; or, do you simply back yourself to keep up with what work and life serves up? 
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    Executive pay: is Thodey's call a signal that enough is enough?

    David Thodey, outgoing chief executive of Telstra, has just gone on record: CEO pay is out of control. Swimming against the tide, Thodey said his remuneration was indefensible, and called for change. A cynic might suggest that it is all very well for Thodey to say these things, especially after he pocketed $27M while he was the chief executive. Nevertheless, Thodey's call is not unique. One in four chief executives think that time is more important the money.
    Is Thodey's call, and those of others, a harbinger of change to rein in executive pay? I hope so. History tells us that gross disparities between the 'haves' and the 'have nots' can lead to uprisings and, potentially, bloodshed. The French revolution, Bolshevik Revolution and the Arab Spring are notable examples, although there are many others. To make some adjustments now may be just the pressure release valve that many in society are looking for. 
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    Boardroom authenticity: are director actions consistent with their claims?

    The NYSE has just published the results of its 12th annual director survey. The survey, conducted by Spencer Stuart, makes for interesting reading. For example, strategy and performance features as a "perennial concern" of respondents—directors claim a strong interest in strategy. However, the responses do not bear this out. When asked to identify board actions that are critical to company performance, the top six responses from directors were:
    Directors say they know strategy and performance is important. That's clear. So why, when directors are asked specifically, do 'monitor' and 'control' activities feature more highly? Ouch! Why are some director's actions inconsistent with their claims?
    Do you notice anything unusual these responses? Apart from reviewing the strategic plan (presumably developed by management), none are practices of strategic management at all! If the board is responsible for business performance, why isn't it directly involved in the development of strategy, or monitoring strategy implementation, or verification of business performance goals? Why don't these elements, which are crucial to any influence the board might exert on business performance (watch for my forthcoming research), feature at all?
    • Regular CEO evaluation 96%
    • Strategic plan review 91%
    • Review of bench strength 83%
    • Capital use review 83%
    • M&A analysis 73%
    • Meeting on-site managers 62%