Research - Peter Crow | Helping boards govern with impact

Published on: 25 March 2017

A journey towards understanding, a milestone achieved!

Longstanding readers of Musings may recall that I embarked on a journey in 2012, to try to understand whether boards of directors are able to influence the performance of the company they govern and, if so, how. The journey has been long and arduous, with many challenges and setbacks along the way to be overcome.

That journey, my quest to answer a most difficult question, has reached an important milestone, the awarding of a doctorate degree. I'm thrilled that the examination panel has seen fit to recognise the groundbreaking research, a longitudinal study of the boards of two large high-growth companies. The panel's decision confirms the validation provided by the academic community late last year. Here is the doctoral citation:

Boards of directors have been the subject of considerable research attention in recent decades. While a large body of knowledge has been published, substantive evidence to explain how boards actually exert influence over firm performance from the boardroom has remained elusive. Crow conducted a longitudinal multiple-case study of two large New Zealand-based 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 source. 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 on firm performance.

Copies of the abstract and full thesis are now available. If you want to ask a question, discuss some aspect the research or understand the implications for board effectiveness, please get in touch.

Published on: 23 February 2017

A nomadic life...temporarily, but for a good cause

Sunday 5 March is less than two weeks away. For many it is just another day. However, it is significant for me because it signals the onset of an eight week stretch of advisory, speaking, board evaluation and confidential briefing commitments in several countries. Consequently, I will temporarily embrace a nomadic lifestyle: hotel rooms, flights and airline lounges will dominate my world. Here's the schedule as it stands today:

March 5–6
March 7–9
March 10
March 12–14
March 16
March 18
March 19–20
March 20–21
March 22
March 22–25
March 26–28
March 29–31
April 1–3
April 3–5
April 7–21
April 25–27
April 28

Timaru, New Zealand
Rotorua, New Zealand
Christchurch, New Zealand
Whakatane, New Zealand
Wellington, New Zealand
en route to UK & EU (trip details here)
London, England
Rotterdam, Netherlands
Amsterdam, Netherlands
Helsinki, Finland
London, England
Cambridge, England
en route to NZ
Hawera, New Zealand
Caloundra and Cairns, Australia (holiday!)
Dunedin, New Zealand
Wellington, New Zealand

While the schedule will be demanding, the cause is compelling: to speak into literally hundreds of situations in which boards and directors have sought guidance to improve their practices and performance will be both a great honour. That they have reached out to me is deeply humbling. I shall do my best to make a difference.

Published on: 1 February 2017

Twelve months on: How much progress have we made?

Just over twelve months ago (6 January 2016 to be exact), I wrote this muse, a reflection on both the state of corporate governance and the usage of the term. At that time, confusion over the use of the term 'corporate governance' was common, and the profession of director was shadowed somewhat by several high profile failures and missteps. The blog post seemed to hit a nerve, triggering tens of thousands of page views and searches within Musings; many hundreds of comments, questions, debates and challenges (including some from people who took personal offence that the questions were even asked); and, speaking requests from around the world. That many people were asking whether corporate governance had hit troubled waters and were searching for answers to improve board effectiveness was reassuring.

That was twelve months ago. How much progress has been made since?

At the macro level, seismic geo-political decisions; the rise of populism and the diversity agenda; and, risks of many types, especially terrorism and cyber-risk have altered the landscape. Also, new governance codes and regulations have been introduced to provide boundaries and guidance to boards. Yet amongst the changing landscape something has remained remarkably constant: the list of corporate failures or significant missteps emanating, seemingly, from the boardroom continues to grow unabated. Wynyard Group and Wells Fargo are two recent additions; there are many others.

Sadly, companies and their boards continue to fail despite good practice recommendations in the form of governance codes and (supposedly) increasing levels of awareness of what constitutes good practice. This is a serious problem: it suggests that, despite the best efforts of many, progress has been limited. Clearly, ideas and recommendations are not in short supply, but what of their efficacy—do they address root causes or only the symptoms? And what of the behaviours and motivations of directors themselves, and the board's commitment to value creation (cf. value protection or, worse still, reputation protection)?

That the business landscape is and will continue to be both complex and ever-changing is axiomatic. If progress is to be made, shareholders need to see tangible results (a reasonable expectation, don't you think?), for which the board is responsible. If the board is to provide effective steerage and guidance, it needs to be discerning, pursuing good governance practices over spurious recommendations that address symptoms or populist ideals. How might this be achieved?

An important priority for boards embarking on this journey towards effectiveness and good governance is to reach agreement on terminology, culture, the purpose of the company and the board's role in achieving the agreed purpose. If agreement can be reached, at least then the board will have a solid foundation upon which to assess options, make strategic decisions and, ultimately, pursue performance.

Published on: 24 January 2017

Upcoming talks and workshops in the UK & EU

The level of interest in board effectiveness and good governance outcomes seems to be growing, or so it seems if the number of advisory, speaking and workshop enquiries that have arrived in recent weeks is any indication. Already, 2017 is shaping up to be busier than last year!

My first trip to the UK and EU for 2017 is scheduled for mid-March. The programme is starting to take shape, as follows. Commitments include speaking engagements (topics: the board's role in value creation, emerging trends and findings from my latest research), workshops (board capability development), advisory meetings and a training course.

If you have a question or want to set up a meeting, please get in touch.

EDIT (30 Jan): My diary is now nearly full—the only remaining opportunities to book a meeting are in London. If you want to meet, but not in March, or if you want to discuss the possibility of an engagement in the future, please register your interest. At this stage, it is my intention to return to the UK and EU in June and September.

20 March	London, UK	Business meetings
21 March	Rotterdam, NL	Speaking engagement, workshop, advisory meetings
22 March	Amsterdam, NL	Advisory meetings
23–24 March	Helsinki, FI	Research seminar, workshop, advisory meetings
27–28 March	London, UK	Advisory meetings
29–31 March	Cambridge, UK	Attend training course

Published on: 4 January 2017

Emergent challenges for boards of directors in 2017

The action of turning the calendar to welcome a new year generally sees commentators spring into print, creating lists of trends, predictions and recommendations for their field of interest. This year has been no exception, with many contributions in the areas of boards, board practice and corporate governance including by the CEO of Diligent Corporation, EY, KPMG, the Institute of Directors and Martin Lipton, amongst others. Some of the suggestions are specific to a jurisdiction or an operating context and some, when read together, are contradictory. How should boards and directors decide what is important and how their time should be allocated? Which commentaries are most relevant, and what issues do boards need to pay closest attention to?

Rightly understood, the role of the board is to govern: to provide steerage and guidance to ensure desired company goals (purpose) are achieved (i.e., to practice corporate governance). The board needs to give its full attention to this demanding task, lest it become a cost centre—simply monitoring management—or, worse, subservient to management. The following suggestions provide a starting point for boards wishing to improve effectiveness in 2017:

The pursuit of value (embrace a performance orientation): The board of directors carries the ultimate responsibility for business performance. This is understood in law, but what of practice? When surveyed or interviewed, many directors say that business performance is a high priority of the board. However, a quick review of how boards actually spend their time reveals a slightly different story: most boards seem to be more concerned with compliance, monitoring and control activities—the avoidance of corporate and reputational risk. If the board is to fulfil its responsibilities well, it needs to become a source of value creation (cf. value protection or risk avoidance). This means allocating sufficient time to the consideration of corporate purpose and strategy, and ensuring that all strategic decisions are taken, explicitly, in the context of the agreed purpose and strategy. (This is not to say that performance monitoring should be ignored. Rather, boards need to ask management to report actual performance against agreed strategy and strategic priorities, so that the board can determine whether desired outcomes are being achieved or not. If the CEO's report is written in this way, the board can take it as read, rather than waste time interrogating each section.)

Understand and respond to the complex risk landscape: In recent years, many correspondents have encouraged boards and directors to become more savvy in specific risk areas. These have included climate change, cybersecurity and disruptive technologies, amongst others. While calls for specific expertise to be added to the board are not inappropriate per se, the more pressing challenge for boards in 2017 is to embrace an increasingly complex risk landscape holistically. Directors, collectively, need to be able to identify major risks to the business (i.e., the achievement of strategy and desired performance goals) on an on-going basis and, having understood them, make informed decisions to maximise the chance of achieving the agreed strategy and goals. This is not to ask directors to be experts on all emerging risks in a dynamic landscape. That is wasteful and, probably, futile. Boards need to stay focussed on the big picture—the determination and achievement of strategy. In so doing, boards should seek out experts (notice the plural) from outside the company (this is important, otherwise, the board risks being captured by management), to address the board directly and debate the likelihood and appropriate response options to emergent risks. This additional source of information should enhance both the board's consideration of strategic options and the quality of the strategic decisions that follow.

Accountability: Many companies have suffered at the hands of sanguine and, sometimes, fraudulent managers and ineffective boards (because they are not sufficiently engaged or informed) in the past. Sadly, more examples emerged in 2016 to suggest that some boards continue to flout their responsibilities: Wynyard Group and Wells Fargo being two of them. It is little wonder that 2016 saw further rises in shareholder activism. At the core, the problem is social; one of behaviour and expectation. If boards are to contribute effectively, to minimise the chance of corporate failure, one or both of two accountabilities—the board holding management to account and the board providing an account to shareholders—must be addressed. Directors are appointed by shareholders, and boards are responsible for both ensuring the on-going performance of the company they are charged with governing and providing an account to shareholders. While a strategic mindset is crucial (the value creation imperative), the underlying attribute needs to be one of service: the board and management working harmoniously together, as a team in service of the company.

These suggestions are offered for the consideration of boards seeking to make effective contributions in 2017 and beyond. While this short list is neither exhaustive nor intended to replace any other list, it may provide a useful basis for debate at a board meeting. The three suggestions—drawn from personal observations of boards in action, interactions with directors and readings—seek to establish an overall context to assist boards consider emerging trends and strategic opportunities, and so govern effectively in an increasingly complex world. If you would like to discuss the applicability of these suggestions to your situation, please get in touch.

Published on: 1 December 2016

GIAconf'16: Update #3

This is the third update of several to summarise observations from the 33rd Governance Institute of Australia National Conference being held in Sydney this week. Here are the links to the first and second updates. (The final update, covering the second day, will be published tomorrow.)

This update includes observations from the late afternoon session.

The session was dominated by a panel discussion on the topic of culture and why it matters. John Price and Judith Fox, both of whom had addressed the conference earlier were joined by Peter WIlson (Chairman of the Australian Human Resources Institute) to discuss this important topic.

Fox and Price quickly established the strong correlation between positive organisational culture and company performance, although they did so through the 'back door': asserting the poor culture often leads to erosion of value. While this assertion is intuitively accurate, the next statement caught many in the audience off guard. The statement was, and I quote, "Good governance frameworks lead to good culture". Really? I looked forward to hearing how this might be. Sadly, the claim was not substantiated—the audience was left hanging. I was hoping for something more substantive than a straightforward claim. Fortunately, Wilson provided it—his comments caught the audience's attention.

Wilson tackled several myths of culture head on, reminding the audience that culture and performance are different; that a good culture is not a reliable predictor of high company performance (although the opposite is more reliably true as Fox and Price made clear); and, that culture can actually be measured, despite assertions to the contrary. Wilson backed up each of these claims with stories and/or evidence, all of which had strong practical undertones. Most notably, Wilson called out the importance of the board to set the 'tone at the top', and to insist (through reporting and walk-throughs) to ensure that the 'mood in the middle' is consistent and not, as is more common a 'muddle in the middle'.

Beyond the panelist's comments, my thoughts wandered to the title of Garratt's helpful book The fish rots from the head several times throughout the session. If the board is not leading by example, it is not leading at all.

Tags