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    Research update: a new dimension?

    Governance Performance Phd Research Research Update
    I've been deep in thought in recent days, lost in the depths of my research; trying to get to the bottom of something that has been troubling me—to the extent that I neglected to post a research update last week. Sorry! Thankfully, some clarity started to emerge in the last two or three days.
    The concept that has been troubling me has been behaviour, or more specifically, the necessary behaviour of directors as they seek to make meaningful contributions to effective board practice and business performance. Several researchers—including, notably, Larcker and Tayan—have suggested that the behaviour of directors in the boardroom is crucial to the achievement of performance outcomes. Various attributes have been described. However, that is where the research seems to stop: at description. I'm still working through the literature, but am yet to find anything approaching a robust, explanatory argument.
    The question that I've been pondering builds on this: Does a link exist between the social mechanisms that my research seems to suggest are important, and certain fundamental (personality level) behaviours of directors? Further, might the link be such that these crucial behaviours are yet another layer in the stratified view of reality that is emerging from my research? The tentative answers seem to be yes and yes. This is exciting because it could mean that a couple of disparate threads of corporate governance research can be brought together. However, I am not confident enough about this new dimension yet, to know whether it is credible or not. Notwithstanding this, if you have any experience, or can point to any research to guide me, I'm all ears.
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    What is the real purpose of business?

    Governance Management Performance Research Societal Wellbeing
    Does the question posed in the title of this musing have a straightforward, even profound‚ answer? I would have thought so. In fact, when I am asked this question—as happens on a fairly regular basis—my reply is that the purpose of business is to provide a return to the shareholders, whether by way of a dividend or a capital gain, or both. The shareholders own the asset (the business), so it seems fair that they receive a reward for making the asset available. I've thought this for the long time, on the basis that the shareholders are the ones that put up the money in the first place. Staff, suppliers and others receive payments for services rendered and products supplied at the time they are provided.
    However, if companies become selfish and get too greedy, by trying to maximise profit at the expense of almost anything else, as some do, then cries of protest can be expected from some quarters. Do cry-ers have a point? Maybe, but not if they are promoting some form of social engineering, whereby profits are distributed to others beyond the shareholder base. Businesses exist for the purpose of making money for their shareholders. They are not social clubs for a wide group of so-called stakeholders. Others disagree, I know, but the purpose of a for-profit business is to make a profit! Otherwise, the business would be a not-for-profit agency.
    It would seem to me that, in the context of an open market, those companies that achieve dominant positions are very good at what they do. Yet no business is exempt from the invisible hand. The self-regulating behaviour of the market described by Smith over 200 years ago remains in control. It will have an effect, perhaps sooner rather than later if boards and shareholders get too greedy with profit maximisation.
    So, back to the question. What is the real purpose of any business? To make a profit for its shareholders, and those that do this well, in an ethical manner, can and should expect to operate successfully for many years.
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    The Imposter Syndrome: Are you a director or a "director"?

    Governance Leadership Performance
    Do you know the difference between a book and a "book"? Here's a clue. Books have substance, they are helpful and meaningful. In contrast, "books" are that in name only: testaments to the ego of the author or publisher whose name is printed on the spine. That is not to say that "books" are not popular: the distinction is one of value.
    I had not given this distinction much thought before. However, having read Beam's article, I found myself pondering the question in the context of boards of directors. As with books and "books", the distinction between a director and a "director" is not initially obvious. "Directors" are quite likeable people. Many carry an aura of authority. However, the distinction—one of style over substance—becomes rather stark if you look more closely at some of the behaviours:
    • A propensity to 'collect' board appointments, and to volunteer one's status in an overt manner
    • A lack of commitment to invest time and energy to understand the business of the business, or to think critically about the issues raised in board papers so that meaningful questions can be asked in board meetings
    • A tendency towards highly vocal contributions during board meetings, or silence
    Do you recognise these indicators in any of your colleagues or associates? Sadly, I suspect more directors than some would care to admit would fit in the "director" category, if they were honest with themselves. And what of yourself? Am I director or a "director"? The corollary is perhaps even more important: What, if anything, I am going to do about it? These are important questions for all of us to ponder.
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    If directors get serious about strategy, what are the consequences?

    Governance Leadership Management Performance Strategy
    If you listen carefully, you can hear it. A drumbeat, almost inaudible at first but getting louder now, has been beating a new tune in corporate boardrooms: that directors need to get serious about strategy. If the recently published NACD Blue Ribbon Commission's report is any indication, the era of boards meeting to review past performance and satisfy their compliance obligations (as their sole responsibility) may be drawing to a close. 
    While I was initially non-commital, the BRC should be applauded for its report, and the NACD congratulated for having the courage to commission it. That the BRC has produced a set of strong recommendations is great news for shareholders, the markets and other parties interested in effective corporate governance and the achievement of great company performance outcomes. However, the recommendations are not without consequences: 
    • Directors will need to become more active in learning about the business of the business they govern. That will mean spending more time in the market; more time in the business; and, more time reading and critically analysing information from a wide range of sources. 
    • Directors will need to become adept at strategic thinking and more comfortable with the strategic management process. This may mean that the balance of expertise around board tables needs to change; from legal, compliance and accounting towards innovation and strategy.
    • Directors will need to revisit whether independence and distance (between the board and the Chief Executive) is actually the best basis of board practice. History—actually, the agency theory—has taught us that independence and separation are good, even though no one has produced any research to demonstrate that independence drives performance. If these recommendations are embraced, collaboration may become the order of the day.
    • Alpha-male and queen-bee CEOs may well be threatened by the board encroaching on 'their space'. However, there is no suggestion here that the board should take strategy away from them. The paper I presented in Boston (copy on the Research page) earlier this year discusses this.
    These consequences will place downward pressure on the number of boards that any given director can sit on at any one time, without doubt. Three concurrent board appointments is probably a reasonable maximum for any one director, and possibly two if one appointment was a chairmanship. However, that may introduce a whole new set of concerns, not the least of which might be requests—from directors more interested in earning than serving—to shareholders to increase the size of the directors' fees pool! Notwithstanding this, I hope directors and boards take heed of the calls to action—for they are beating loudly now. 
    Finally, my current research work, and experience in practice, suggests that the calls to action make very good sense. They are likely to lead to better company performance outcomes—but if they are followed.
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    Are investors too easily satisfied?

    Governance Leadership Performance Strategy
    Accounting firm PwC has just released its 2014 survey of investor perspectives and board performance. You can get a copy here. The survey findings indicate that investors are generally happy with some things and less so with others. Here are the top points:
    • Investors are happy with the way boards assess strategy, oversee risk and maintain board expertise
    • Investors are not happy with the assessment of director performance, shareholder engagement or management incentive schemes; and they would like to see more diversity in the boardroom
    • The top three risk concerns are cyber risk, climate change risk and KPIs relating to risk management
    The report makes good reading. In all likelihood, it provides an accurate summary of what investors currently think (or at say they think—this is a survey after all). On the flip side, the most surprising and, frankly, most disheartening news is that investors are most interested in visible attributes (gender, composition, et al) and activities (assess, oversee) of boards. These findings suggest that if the board conforms with certain structural and composition 'requirements' and that boards do certain things, then investors are happy.
    My experience—gained as an investor, a company director and a corporate governance researcher—tells me that the top priority for boards should be company performance. However it is not mentioned in the report. The only item that comes close is the satisfaction in the way boards assess strategy—and yet most boards that I've observed or sat on spend most of their time monitoring and controlling the Chief Executive! Do investors, who typically do not attend board meetings, really know if or how boards assess strategy?
    From these findings at least, it would seem that company performance and value creation (growth) is not that important to investors. Is that the reality? If it is, then investors are too easily satisfied. However, if investors are interested in company performance (I think they are, they probably just didn't say so in the survey), then they need to appoint directors whose top priority is to drive business performance, in order to assure a positive return to the very investors that put them there.
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    The South Canterbury Finance case: How blind is the law?

    Governance Management Performance
    Earlier this week, the Chief Executive and two former directors of South Canterbury Finance, the failed finance company, faced Justice Heath to hear his verdict relating to New Zealand's largest ever fraud case. Some $1.6B was owed to creditors when SCF collapsed in 2010. Justice Heath found one director guilty on five charges, and he acquitted the other director and the Chief Executive on all of the charges they faced. In his decision (all 258 pages), the judge blamed the former chairman (Alan Hubbard, who was killed in a car crash some time after the collapse), who appeared to rule with a dominant hand.

    What I cannot fathom in this case is how one director can be found guilty of knowingly making false statements and the chairman can be blamed for ruling with a dominant hand, yet another director was not found guilty. Clearly, the director adjudged to be guilty was not happy. The board is a collective of directors, so decisions should be decisions of the board—surely the prospectus was considered and approved by the board and not an individual? That the board is one is what we teach on the Institute of Directors' Company Directors Course and elsewhere. 

    This judgement raises some interesting issues relating to the law (that I don't profess to understand) that are relevant for practice. I have requested a copy of Judge Health's decision, and plan to read it over the coming week, because clearly I am missing something.