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    Speaking engagement in London

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    This is a brief note to advise that I will be in London next week, to speak at the ICSA Annual Conference. The conference is being held at ExCeL, London, over two days (4–5 July).  Programme details are available here.
    I'll be speaking on the first day of the conference, at 12noon. My topic is strategy, from the board's perspective. Here's the session summary from the programme:
    Good strategy vs bad strategy
    ​Often in business, boards confuse lofty ambitions, challenging goals and enticing vision with strategy. Good strategy encompasses these elements but also offers a compelling road map to achieve goals and overcome barriers to success. Here we look at some of the key points to consider when establishing strategy.
    Sound interesting? Come along, I look forward to meeting you.
    Note: I'll be in London Monday 3rd to Thursday 6th inclusive, with some free time both during the conference, and immediately before and after. Please get in touch if you'd like to meet up (day or night) to ask a question; discuss an aspect of corporate governance or strategy; learn more about my research on boards and business performance; or, simply have a chat over a coffee or a drink. I'd be delighted to hear from you.
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    Closure

    Monday 8 May 2017 shall, in our household anyway, be remembered as a significant date. It was on this date that a father and a daughter both crossed the stage to receive recognition for their respective achievements.
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    • Megan: Bachelor of Business Studies, majoring in International Business
    • Peter: Doctor of Philosophy, in corporate governance and strategic management
    While the day was special for close family members in attendance, the awarding of academic credentials is by no means an endpoint. Rather, it marks a weigh point on a long-term journey. The priority for Megan now is to build her career in international business, marketing and customer service (get in touch if you have an opening for a willing and able staff member). I will continue to encourage boards and directors to focus on what really matters: fulfilling their responsibility for company performance. 
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    On Wells Fargo: Actions and consequences? 

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    The storied fall from grace of Wells Fargo continues to produce fodder for both informed discussion and speculation. And rightly so. Much can be learned from this case, of a once-proud bank that started believing its own press, and then breaching ethical and legal boundaries. To maintain a fictitious facade undermines the confidence that many private citizens place in banks.
    The first, and most important learning is that when trust is eroded—regardless of whether through illegal and immoral actions or more simply ineptitude—consequences typically follow. In Wells Fargo's case they have, well mostly. The bank's share price and reputation have both taken a hit: mistrust being a heavy burden.
    Now, the results of an independent investigation into the fake accounts scandal have been published. The report is comprehensive (it is nearly 100 pages long). The stated goal of the investigation was to identify the root causes of "sales practice failures", so that "these issues can never be repeated and to rebuild the trust customers place in the bank". So, what was discovered?
    Expectedly, operational failings were uncovered. ​The report lays much of the blame on the shoulders of the then chief executive, Mr Stumpf. This is appropriate because the chief executive is the person who is normally responsible for operational performance, in accordance with both approved strategy and policy. Changes to personnel and practice have been made.
    ​What is perhaps surprising however, is what is not reported. The board does not appear to have looked in the mirror. Yes, the roles of chairman and chief executive have been separated and allocated to two different people—but what of the board's engagement in effective oversight of management? The board of directors knew of the sales practice failures as early as 2014. Remedial actions were (supposedly) taken in 2015, and management reported these were working. But who checked?
    That the board knew about the problem and remedial actions were supposedly taken is clear. What is far less clear is whether the board satisfied itself that the actions had in fact been taken and/or that the desired effects had been achieved. Sadly this is not uncommonThat the board trusted management, and blindly so it would seem, does not excuse the board from the consequences of the scandal that followed.
    The board-commissioned independent review has shone the light brightly on management. Problems have been identified and actions taken. This is good. Now, one significant step remains: the board should have a good long look in the mirror. 
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    Boards and firm performance: Full thesis now available

    Further to my recent announcement, the full findings of my doctoral research are now available. You can read the abstract here, or download the full thesis (all 359 pages!):
    The research is informed by a longitudinal multiple-case study of two large high growth companies. Data was collected from direct observations of boards in session, and multiple secondary and tertiary sources, creating a rich and rare data resource. The analysis revealed numerous insights, leading to a mechanism-based model of the governance–performance relationship and an explanation of how boards can exert influence beyond the boardroom including firm performance.
    If you would like to discuss the research (or raise a challenge), ask a question or explore how your board might benefit from the findings, please get in touch. I'd be glad to hear from you.
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    Insights from a #corpgov nomad, in the UK

    This is the second of two instalments summarising observations from my recent two-week skip across Western Europe. This summary covers the UK leg of the trip. You can read the first instalment here; the European leg.
    The trip was framed around four objectives, namely, to share learnings from my recently completed doctoral research and discuss the implications for boards; fulfil some speaking engagements; discuss emerging trends with boards; and, attend a training course. After travelling between cities (actually, countries) every day during the first week, the second week was much more settled. I was based in London for two-and-a-half days for meetings at institutions and with directors. The balance of the week saw me at Cambridge University, for a training course. Here's a brief summary of the key observations:
    • Director recruitment: The criticism levelled by many aspiring directors—that many board appointments are based primarily on prior relationships and not director competency or 'fit'—remains rife in the UK. Despite a plethora of calls for more a robust process, the dominant question asked by many boards and nomination committees continues to be "Well, who do we know?"
    • Institutions: Directors' and governance institutes (including the Institute of Directors and the ICSA: The Governance Institute) continue to promote themselves as champions of board performance and director professionalism, supported by a bevy of training courses, press releases and contributions to emergent practice. However, almost half of the directors that I spoke with (most of whom are members of at least one institution) have concerns over the direction and focus of directors' institutes. They noted that institutions have become somewhat self-centred, losing sight of their stated purpose of serving the interests of members and promoting the profession. Remedial suggestions included holding directors accountable for performance and any acts of malfeasance (including de-badging miscreant members of their chartered status); moving the discourse away from populist topics to substantive matters; and, weaning boards off the notion that compliance with corporate governance codes is a valid measure of good performance. 
    • Performance: The long-held understanding that the primary responsibility of the board of directors is to recruit the chief executive and to oversee management remains the dominant logic in the UK, especially in the publicly-listed company community. Whereas many commentators and directors (including me) promote a performance-based understanding (whereby the board commits to determining and pursuing a value-creation agenda) most boards remain comfortable limiting their contribution to monitoring and controlling the performance of their chief executive.
    • Board evaluations: Directors are increasingly aware of the emergent expectations of shareholders and other stakeholders; that a periodic assessment of board performance is appropriate. However, while directors' institutes have for some time recommended that boards submit themselves to scrutiny, most directors that I spoke with indicated that they remain uncomfortable with formal external evaluations. Privately, they harbour concerns that the results may be used to expose poor practice and, potentially, be used to remove under-performing directors. Sadly, it seems that preservation (of income and status) remains the dominant logic for many directors.
    • Blueprint for Better Business: After spending a week-and-a-half delivering presentations, meeting with boards and fulfilling advisory engagements my last two days in the UK were spent at Murray Edwards College, Cambridge, at an immersion workshop run by the Blueprint for Better Business organisation. The motivation for attending was straightforward: to understand the organisation's proposition more fully, especially to determine its applicability in practice. I came away convinced, to the extent that QuarryGroup will become a facilitator of the blueprint to businesses in Australia and New Zealand (at least) from 1 May onwards.
    If you would like to know more about these observations, please get in touch.
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    Insights from a #corpgov nomad, in Europe

    In the last two weeks I have visited six countries spread across three timezones; slept in seven different beds; experienced snow, sunshine and rain; attended an intensive training course at Cambridge, one of the world's top universities; delivered six formal presentations; and, participated in more than 50 significant discussions about organisational purpose, corporate governance, strategy and board effectiveness. It's been invigorating! Along the way, I've been fortunate to gain many insights, a few of which are summarised in the points below:
    • The understandings of corporate governance and expectations of boards in Europe is changing. Whereas the focus in the past has been on ensuring management did its job well (an agency-based perspective), the boards and directors I spoke with indicated that they are starting to wrestle with the challenge of understanding the purpose of the company and how the value-creation mandate might be fulfilled. Several folk added that their usage of the term 'corporate governance' has changed, returning to the early usage: a descriptor for what boards (should) do when in session (i.e., in board meetings).
    • Related to the first point, boards in several European countries (well, in Belgium, Netherlands and Finland anyway) are starting to think more carefully about the longer-term implications of their decisions. This is in stark contrast to the short-termism that continues to pervade US and Canada boardroom and shareholder culture.
    • De Nederlandsche Bank (DNB, the Dutch Central Bank) is increasingly taking a formative view of supervision, expecting financial institutions to not only demonstrate compliance with established statutes and codes, but also to demonstrate how value is being added to the banking community and beyond in the future.
    • Many people (both in public forums and private conversations) volunteered that diversity is important if boards are to make high quality decisions. However, the same people quickly added that their usage of the term meant diversity of thought, not gender or any other observable form of difference between group members. 
    • KPMG, IIA and people from several other Finnish agencies were very interested in the implications of the proposal that board involvement in strategy is good for both effective board practice and business performance. It seems that the findings from my doctoral research hit a spot, with both strong support and many questions about the mechanism-based model of corporate governance and the opportunity the model presents to help boards understand how influence can be exerted from the boardroom.
    These are but five significant insights to emerge. If you'd like to know more, please get in touch
    This is the first of two postings, covering the first week of my nomadic journey. Here's the second instalment.