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    Is it better to give, or to receive?

    Do you know the origin of the well-known saying 'it's better to give than receive'? This phrase (from the Bible) calls our focus into question: are we better to have an outward mindset for the benefit of others, or to concentrate on self? This dilemma has been front of mind over the last twenty-four hours. The following list is a snapshot of the important giving and receiving tasks that I need to complete over the next seven days:
    • This morning: Re-read parts of my doctoral thesis, working through various scenarios that might be raised during the oral examination. This is a receiving task—it's for my benefit.
    • This afternoon: Start work on the slide deck to accompany my paper to be presented in Brussels next week. This is a preparation task, ahead of a giving activity.
    • This evening: Fly to Hamilton to ahead of presenting on the Institute of Directors' Company Directors Course tomorrow. The task at hand is threefold—to present the Strategy Day material, facilitate discussion and share insights. This is primarily a giving task.
    • Wednesday: At the home office, making final preparations for the oral examination.
    • Thursday: Drive to Palmerston North, for the oral examination of my doctoral research. After three-and-a-half years effort, it all comes down to this meeting. No pressure!
    • Friday: Finalise the slide deck for the EIASM presentation and write a letter to confirm an important speaking and facilitation engagement—both after some reflection on the outcome of the previous day's activity, no doubt.
    • Monday 26: Leave for Brussels via London, to attend and speak at the 12th European Institute of Advanced Management Studies Corporate Governance Workshop. Summaries of this giving and receiving activity will be posted here later next week.
    So, a busy seven days lies in wait, with some important giving and receiving tasks along the way. My week highlights a dilemma faced by many busy people: where should one's priorities be placed? All of the tasks are important—but are any more important? If compromises are required, what should prevail? Better to spend time preparing for the teaching and speaking commitments, or the examination—to give or to receive? If you are facing a similar challenge this week, what yardstick will you use to make your choices? 
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    "Leave a little bit in the tank, you may need it at the end"

    One of the delights of my high school years—close to forty years ago now—was to run. Mostly, I ran 1500m on the track and cross-country events. While I did experience the winning tape a few times, most events saw me finish off the podium. I was a capable but not great runner. Perhaps it was the genes, or technique, or perhaps I didn't prepare sufficiently well. 
    My lingering memory from those enjoyable days was a piece of advice offered by a quietly spoken coach, at a regional event, "Leave a little bit in the tank, you may need it at end." 
    To that point, I had run hard from the gun, out in front quietly hoping to have enough energy to keep going until the end. To hold something back seemed counter-intuitive. What if others ran ahead? Could they be caught? I was torn, but took the coach's advice anyway.
    Three runners jostled for position for the first three laps of the race. With the coach's words still front of mind, I ran with the group, even though I could have gone faster. As the pace increased on the last lap, I held position. Then, part-way down the finishing straight I gave it everything—slowly pulling ahead to reach the tape first! That little bit left in the tank from earlier in the race had fuelled the final dash to the line.
    The parallels with my doctoral research journey—to discover how boards can influence business performance—are clear. The oral examination is just ten days away now. The journey to date has been arduous yet fulfilling, and not without its challenges and setbacks as you might expect. With the oral examination now in sight, should I go all out or hold a steady pace? Will the oral signal the finishing tape has been reached or will the examiners require emendations?
    Regardless of the examiner's decision, the goal is to finish well. Thus, the next ten days are being spent re-reading material, pondering options and working through scenarios—all with the wisdom of my coach of old ringing in my ears.
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    Back to the drawing board: what is corporate governance?

    Have you noticed how frequently the term 'corporate governance' is bandied about these days? References are commonplace in magazine articles, research papers, codes and regulations; and the term is frequently mentioned in everyday conversation. However, the term is used in different ways in different contexts, to the point that there are a plethora of understandings of what governance in a corporate context is or might be.
    This lack of consensus of what corporate governance is has all sorts of implications for boards of directors in practice—not the least of which is the confusion it causes. Are boards to pursue performance or conformance outcomes (or both), for example?
    This well-written article (recently published in the New York Times) highlights some of the issues that boards and shareholders have to deal with as a consequence of the ambiguity. These include whether chairman–CEO separation increases company value or not; whether the number of independent directors is material to improved company wealth outcomes or not; and, that some investor groups see corporate governance as a means of controlling boards.
    The original basis for boards (a proxy, following a separation between ownership and control of decision-making), as espoused by Berle and Means in 1932, appears to have been lost somewhere along the way. That corporate governance is now considered to be a panacea for the ills of the business world (or so it seems) doesn't help either. 
    The board governance community appears to have two options: to persist with seemingly flawed (structure, process, policy) assumptions in search of consensus (and risk further 'governance wars'), or to return to the drawing board to re-assess what corporate governance actually is.
    If we return to the drawing board, the most important tasks of the board (setting of strategy and oversight of management in pursuit of shareholder value) could provide a useful foundation of any re-assessment—so long as the socially-dynamic interactions that occur in boardrooms and the competencies of effective directors are incorporated in the analysis. An interesting possibility might be to re-conceive corporate governance is a multi-functional mechanism that is activated by boards in session and through which business performance outcomes are pursued.
    ​Might a mechanism-based conception be a useful starting point from which to re-conceive what corporate governance might actually be and how boards might influence business performance? Quite possibly. In fact, this possibility is one of the main outputs of my doctoral research. I'll be able to discuss it in more detail after the thesis is examined. If you'd like to join the mailing list to learn more, or to explore its application in practice, please let me know.
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    Stepping beyond the summer of (boardroom) malaise. But how?

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    In recent months, news of another round of corporate scandals (Mintzberg thinks 'syndrome' is a better descriptor) have dominated our newspapers and Internet news feeds. All seem to be failures of corporate governance: HSBC, FIFAToshiba and, most recently, Volkswagen. While failure is nothing new, why have these failures occurred and why now? What's happening (or, more probably, not happening) in our corporate boardrooms at the moment?
    While each case is to some extent unique, an interesting pattern starts to emerge if we stand back a little and take a holistic view of several failures together: a well-regarded business, with both a strong trading record over an extended period and great brand equity commensurate with its public reputation, hits turbulence leading to failure or scandal. Questions are asked, investigations follow, significant irregularities are exposed and fingers are pointed. Eventually the spotlight is turned onto the board. All roads lead to Rome, after all.
    The seemingly steady flow of failures has seen a great malaise descend over the business and investor community during the northern summer. Measures developed to reduce the incidence of failure (including the OECD corporate governance principles and various in-country codes) have not had the intended effect. Indeed, they have rung hollow. To the casual observer, the situation seems to be bad, possibly hopeless. However, glimmers of hope are starting to appear.
    In the past six weeks, I have asked all of the director groups that I have spent time with for their opinion—as a litmus test of sorts. A strong majority of the 350+ directors across several countries (England, Eire, USA, New Zealand and Australia) say things need to change. Most think that current conceptions of board practice and corporate governance are not helpful if the goal of business is value creation; and that strategy needs to feature more prominently on the board's agenda. While most of the commentary is anecdotal, it is consistent with emerging research.
    Could this small sample of emerging and established directors of mid-size businesses be the vanguard of change? I've begun exploring ideas with several boards—on the assumption that the answer is yes. However, this is a case of the more the merrier so please get in touch if you want to 'join the party'.
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    Volkswagen emissions debacle: portent of a bigger problem?

    News that Volkswagen AG has been systematically pulling the wool over the eyes of its customers, regulators and the stock market has resulted in a predictable and rightful backlash this week. The stock price has plummeted, the brand reputation is in tatters and the chief executive is gone (albeit with a stellar severance package and not before attempting to deflect blame towards others).
    The crisis raises all manner of issues, and many different levels. That the board apparently knew nothing of the problem is a bitter pill to swallow. Why not? Was the board asleep at the wheel, or was something else amiss? That it then made all manner of comments heightened the concern.
    Once the emission cloud settles and people gather to understand the root cause, the folk at Volkswagen could do far worse than to look in the mirror—and specifically at how corporate governance is practised. That the two-layer board structure lacked knowledge suggests either ignorance (the board was asleep) or collusion. Neither option covers the boards in glory.
    Might this sad case take us closer to a tipping point, of finally admitting the extant conception of corporate governance (a compliance framework of processes and controls, predominantly) is conducive to neither long-term business performance nor value creation? And, if so, will action be taken to embrace new conceptions of corporate governance, board practice and value creation? For the good of all stakeholders and society more generally, I hope the answer is yes.
    Are you troubled by the Volkswagen experience? If you want to explore new conceptions of corporate governance that are informed by robust research and real-world experience, and test their applicability in your boardroom, please get in touch. I stand ready to help.
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    My doctoral research: progress, finally!

    Several weeks ago I reported, with a sense of frustration, the seemingly slow progress towards the examination of my doctoral research. The lack of any visible progress since the beginning of June has engendered a sensation not unlike a phony war. However, that changed late last week. Some sixteen weeks after the thesis was submitted for examination, a date for the viva voce has been set. I have been called to meet the examination panel on 22 October 2015. 
    That a date has been set is good news: I now have a target to work towards. A meeting has been scheduled with the panel convenor (1 October) to understand the process and, importantly, the expectations of the examiners. From there, preparations will start in earnest. The most pressing priority is to re-read the thesis from cover to cover—all 341 pages of it. It'll be interesting to see how much I can remember, given I haven't opened the document since the beginning of June!