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    Boards and accountability: honoured to have article published

    Several of the articles from the winter edition of Ethical Boardroom are now available online, including the one that the editorial board asked me to write, on accountability in the boardroom. Here's a snippet:
    The role of the director bears a weighty responsibility, so directors need to take their appointments, and the accountability that goes with such appointments, seriously. Most do, but some, clearly, flout the boundaries of moral, ethical, and in some cases, legal acceptability. Directors need to be beyond reproach. Clear demarcations of what is acceptable – and what is not – need to be established. This may mean that the curious propensity to collect directorships, as some badge of honour it would seem, needs to be called into question by shareholders and by the profession’s body. That directors with six or more appointments have any hope of providing any more than a cursory contribution is beyond us. The challenge, of course, is holding directors to account for this level of performance, among peers, in the public domain and through any legal processes that may be required.
    Click here to read the full article. Thank you to the editors for the opportunity to make a contribution. I hope it stimulates some debate and, in some small way, advances the understanding of how boards can and should contribute to business success. If you have any feedback, or would like to explore the issues raised in the article, please contact me.
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    Thank you!

    Christmas is nigh. In four days time, the hurly-burly that typically precedes Christmas—decorating houses, selecting gifts, preparing food and organising travel and accommodation—will be over. The decorations will be taken down and packed away, and most of us will take some time off work. As we relax, many of us recall major events from the year and ponder what the future might hold. I'm no exception, although I have some unfinished business to deal with first: to say thank you.
    • Thank you for your support and encouragement through 2014.
    • Thank you for your interest in the research outcomes that are starting to take shape.
    • Thank you to those unnamed people that have been there when the going has been tough.
    The goal I set twelve months ago, of completing the doctoral thesis for submission by Christmas, has slipped my grasp. However, good progress was made throughout the year. My new goal, of submitting the thesis by Waitangi Day, is quite achievable. Despite this hiccup, the level of support and encouragement that has flowed throughout the year has been amazing. Thank you. I have met people—some of whom have become friends—at conferences; in business meetings; at workshops; and, on LinkedIn, Twitter and email. Some of the conversations have blown me away. That such a broad church of people from all around the world might be interested in learning how boards can influence business performance has given me great hope; that the research may have some real value in practice.
    I will 'sign off' from the thesis write-up on 23 December, and not return to it until 2 January. I'm tired and need a break to recharge for the final push to submit the thesis and then to prepare for the oral examination.
    Looking to 2015, I have three main priorities:
    • Complete the doctorate!
    • Recommence advisory work, and share my research findings
    • Secure one, or maybe two, new board appointments
    If you think you might want some assistance in 2015; or, if have a board vacancy; or, if want to hear about my research or have me speak; or, if you simply want stay in touch, please let me know. I'd love to hear from you. To follow my work, please check this page periodically—the musings will continue to be published for as long as people read them and say they are helpful. Merry Christmas.
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    Speaking and advisory tour: UK & Europe in March 2015

    A few weeks ago, I signalled my intention to return to the UK and Europe in March 2015, to fulfil speaking and advisory engagements. The trip is now confirmed: I arrive in London on Sunday 8 March, and will be available for meetings anywhere within the UK and Europe, as follows:
    Mon 9 March
    Tue 10 March
    Wed 11 March
    Thu 12 March
    Fri 13 March
    Mon 16 March
    Tue 17 March
    Wed 18 March
    Thu 19 March
    Fri 20 March
    available
    speaking Leeds
    available
    speaking in Winchester
    available
    meetings in London
    available
    major European city (subject to confirmation)
    available
    depart for New Zealand
    If you would like me address a public audience; work with a board or executive team; attend a symposium; facilitate a workshop; discuss the findings of my doctoral research; or, explore collaborative research opportunities, please contact me. I'm happy to explore any aspect of board practice, corporate governance, strategy, business performance and related topics that might interest you. I look forward to hearing from you, to understand how I can help.
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    That composition will be the #corpgov story of 2015: Really?

    Sorry folks, but I have just seen red. Rich Fields, a correspondent at Tapestry Networks, has just proclaimed that board composition will be the big corporate governance story in 2015. I'm surprised, really surprised. 
    For well over a decade now, the academic and practitioner communities have been exploring a wide range of board structure and composition options, in search of a causal link with business performance. Many attributes of boards and directors have been investigated including gender; CEO duality; independent director; board size; and, diversity, amongst others. Positive, neutral and negative associations have been reported in the research. Earlier this week, I wrote a thought piece on independent directors, and offered the following conclusion:
    A variety of conclusions are apparent in the research. Cause has not been established. It's a bit like saying that female directors cause companies to perform better. Increasingly, people are realising that board performance is more likely to be contingent on what directors do in certain situations than on who they are or any specific board structure or composition. Like gender, the independence attribute is likely to be a proxy for something else. We need to discover what that might be, so it can be used to qualify the suitability of director candidates and inform board performance assessments.
    Respectfully, I suggest Mr Fields needs to think a little harder about what is known already and what is yet to be discovered. Aspects of composition may be topical, but to suggest that board composition will be the hot topic is rather myopic. We need to move on, and turn over some other rocks, elsewhere.
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    What difference do independent directors actually make?

    I see the Italians have updated their corporate governance code. The new code, most of which comes into effect on 1 January 2015, requires, amongst other things, publicly listed companies to have at least two independent directors. This sounds like a good move; one which is consistent with codes elsewhere, including New Zealand and Australia for example. The basis for requiring at least two independent directors (also called outside directors in some jurisdictions) on the boards of publicly-listed companies sounds robust: independence is said to be conducive to improved decision-making and to transparency, and two directors have more chance of exerting influence than one lone voice.
    But what of the holy grail question? Do independent directors enhance business performance? 
    Many practitioners think that the approach to discussions, debate and decision-making by independent directors is more deliberate and objective (than executive/insider directors), primarily because independent directors are thought to be less emotionally involved in the day-to-day business and that they have less to gain or lose. Over the last three years, I have read upwards of 50 research papers on independent, non-executive and outsider directors.  While the research is not unequivocal, the general tenor seems to bear practitioner perceptions out. 
    However, the impact of independent directors on business performance far less clear cut. A variety of conclusions are apparent in the research. Cause has not been established. It's a bit like saying that female directors cause companies to perform better. Increasingly, people are realising that board performance is more likely to be contingent on what directors do in certain situations than on who they are or any specific board structure or composition. Like gender, the independence attribute is likely to be a proxy for something else. We need to discover what that might be, so it can be used to qualify the suitability of director candidates and inform board performance assessments. Only then will the writers of codes be able to move beyond the reasonably blunt instrument currently in use: proxies.
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    ECMLG2014: Closing reflections

    The 10th European Conference on Management, Leadership and Governance is over. The conference organiser, Academic Conferences International, and the host, VERN' University, did a great job hosting the event in Zagreb, Croatia. I now have returned to London, ahead of some meetings with researchers and business people before flying home later in the week. Some reflections on the conference:
    • Conference numbers were steady when compared to the last couple of years. However, the quality of the papers, and the quality of the questions and informal discussions was up on recent years.
    • Notwithstanding the generally high standard, several papers should never have been accepted on to the programme. The session that I chaired was one of those that suffered in this regard: one speaker mounted a personal crusade on the topic of corruption. He vehemently rebutted questions and comments from the floor during question time even though those asking the questions and making the comments had supporting references (and the presenter did not). I hope the organisers work a little harder on the review process in the future, to ensure this type problem does not occur again. It lowers the tone of the conference unnecessarily.
    • The divide between what researchers know and what practitioners think they know is wide. It seems academic researchers continue to be quite cautious in terms of their approaches to knowledge creation, and practitioners are quite cavalier (making claims without any robust supporting evidence). This is particularly apparent in the corporate governance space, where practitioners are quite happy to claim a causal link between various structural responses (women on boards, number of independent directors) and company performance, even though the research community has produced conflicting evidence in each case.
    • Personally, I was able to test several aspects of my current research, both in the paper that I presented, and informally over food and drink. The feedback was really helpful to the refinement process. Also, I received several approaches to collaborate on some projects in the future which is quite exciting.
    • I was pleasantly surprised at the state of the Croatian economy, the openness of the people, and the general condition of Zagreb. The Berlin Wall came down 25 years ago, signalling the fall of communism in central and eastern Europe. While the Croats have embraced western ways in the cities at least, they seem to have done so without losing their rich heritage. The resultant meld appears to be quite rich.
    Sharp-eyed readers will notice that I have not reflected on my own paper, or on the session that I chaired. The reason for this is straightforward. It's pretty hard to offer anything approaching an objective critique of one's own paper, and the prospect of making comprehensive notes (to inform the blog summary) when also chairing the session is 'too hard'. If you would like a report on the session or my paper, or would like any other information about the conference, please contact me.
    Next year, the conference is being hosted by the Military Academy in Lisbon, Portugal. I met Luis and Carlos when they announced the location and the date (12–13 November 2015). They are great guys and, if the professionalism and commitment they demonstrated in Zagreb is any indication, the 11th edition of the conference promises to be a fantastic event.