Tags

  • Published on

    On complexity, prioritisation, decision-making

    Accountability Complexity Decision Making Governance Leadership Monday Muse Societal Wellbeing Strategy
    Picture
    The onset of the latest war in the Middle East has captured the hearts and minds of political and business leaders, and the general population, around the world. The mainstream media is awash with coverage of military interventions and responses, and, now, the choking of the Strait of Hormuz. ​And this is reasonable, for the impacts on global commerce are being felt widely.
    That the situation is complex is axiomatic. But it is not a new phenomenon: the Middle East has been a hot-bed of disputes since biblical times. Muslims, Jews, Ottomans, Babylonians, Zoroastrians, and other groups including colonial powers have fought over land, water, and, latterly, oil, for a long time. If history is a reliable indicator, lasting peace will be difficult to achieve. ​
    The situation is instructive for another reason too: the near-total focus on the subject. ​From mainstream media to business meetings, and in conversations around dinner tables and in local pubs and bars, the topic du jour is the Middle East War (an intentional descriptor, for the scope has long-since reached beyond Iran and Israel). Little else matters at the moment—or so it seems. And yet other battles continue around the world, in Ukraine, Afghanistan, Pakistan, and elsewhere; the climate continues to change; China’s influence continues to rise; and the impacts of Brexit and Covid continue to be felt, despite fading memories. 
    That events beyond the Middle East War are not being widely discussed does not mean they have gone away or are no longer relevant. ​
    The parallels for boards and business leaders are stark: That which is front-of-mind dominates the mindshare. However, just because risks are not discussed does not mean they are not present. Boards that ignore complexity and dynamism do so at their peril. To wit, how often does your board allocate time to consider carefully still-weak signals, strategic risks, various scenarios and interdependencies? In times of great change or disruption, “At every board meeting” is a good answer. 
    If boards are to have any hope of governing with impact amidst complexity, directors need to be on their game. That means preparing well (understanding extant risks, emerging developments, and interdependencies); being actively engaged and decisive in meetings (includes prioritising where and how limited resources are applied); and holding fast to the tenet of collective responsibility after a decision is made. 
    Directors who keep alert and maintain a strategic mindset are more likely to detect still-weak signals, make smart decisions and, ultimately, realise the potential to the company they govern.
    And what is not to like about that?
  • Published on

    Netflix: What went wrong?

    Accountability Corporate Governance Effectiveness Governance Leadership Strategy Tough Questions
    Picture
    Over the years since it was founded by Marc Randolph and Reed Hastings (in 1997), Netflix has been at the forefront of entertainment and innovation. Initially a rental service, the company introduced a streaming option in 2007 and, as they say, the rest is history.
    The company has also garnered attention for its innovative approach to corporate governance—one based on proximity more so than distance. I wrote about it several years ago. The approach, founded on governance by walking about and pragmatic reports, ensured directors were adequately informed to make smart decisions. 
    But that was then. Now, eight years on, things have changed somewhat.
    Jay Hoag, a venture capital investor, was voted off the board recently, after pressure was applied by Institutional Shareholder Services, a data analytics and proxy advisory firm. It turns out Hoag missed three quarters of the board and committee meetings he should have attended. Given the Netflix board usually meets quarterly, it follows that Hoag attended once per year. Quite how anyone can contribute well if they don't attend meetings, is beyond comprehension. 
    That shareholders have taken a stand on the matter is laudable. Well done ISS, for bringing Hoag's absenteeism to the attention of shareholders. But other questions remain:
    • What confidence can shareholders have if the board only meets quarterly, and in directors who  seemingly turn a blind eye to chronically absent colleagues?
    • What of accountability and board effectiveness? When was the last board/governance assessment completed, and was it any more than a cursory exercise?​​​
    If boards are to have any hope of governing with impact, all of the directors need to be appropriately engaged (capable and​ present). Ideally, the board should adopt a robust governance framework too, to expedite effective steerage and guidance. How does your board stack up in this regard?
  • Published on

    On boardroom decision-making: How does your board measure up?

    Accountability Corporate Governance Diversity Leadership Performance Strategy
    Picture
    Boards are under pressure. Every time news of another corporate failure hits the news waves, attention is focussed on the board. Such attention is justified; ultimate responsibility for company performance lies with the board after all. That five out of six directors do not have a comprehensive understanding of the business of the business they are charged with governing suggests that boards deserve the scrutiny they get.
    Regulators have responded by instituting a raft of regulations—and directors' institutions and others have promulgated codes and ‘soft’ guidance too—in the hope of improving board practice. Activists have not been idle either, voting against those perceived to be ill-equipped to contribute well. To date, actions taken have had the opposite effect in many cases. The rising tide of regulations and codes, and activism, has seen many boards adopt a siege mentality. What is more, many boards struggle with the seemingly straightforward task of making smart decisions to ensure future business success. 
    Research published by Henley Business School nearly a decade ago showed fewer than one in three boards have sufficient cognition, cohesion, commitment and knowledge to reach a conclusion, much less make a smart decision. ​If the level of understanding of the business amongst directors is low, and the quality of the board's decision-making is weak, it is little wonder aspersions are being cast and board effectiveness is being questioned. Reputations are on the line, and rightly so. 
    Boards are by no means powerless, of course. My global research reveals a common pattern amongst the most effective boards: they are aspirational, and they ask great questions to inform their decision-making. Five questions, in particular, stand out:
    • What are we trying to achieve?
    • Are we doing what we planned?
    • How does this fit proposal with our agreed strategy?
    • What are the expected benefits and how will they be achieved?
    • Have we made good decisions today?
    If boards are to have any hope of governing with impact, directors need to understand the operating context (market and competitors), emerging trends and disruptions (situational awareness), and the business of the business. They also need probe and verify (that is, ask good questions and cross-check), to determine whether the decision under consideration is not only meritorious, but well-aligned with, and contributory to, the agreed corporate purpose and strategy. Anything less is a dereliction of duty, n’est-ce pas?
    How does you board measure up?
  • Published on

    Taking notice, for context matters

    Accountability Corporate Governance Decision Making Effectiveness Governance Leadership Performance Readings Strategy
    Picture
    I like exploring: old towns and villages, and the countryside; enjoying the landscape, clambering along trails and even into river beds to look more closely at flora and fauna. The pictures that form in my mind’s eye provide important context to understand the scene, and what may have gone before. Take the above image for example, a photograph I took a few weeks ago, having stepped off the path while walking towards a disused railway. This seemingly innocuous scene is of a fast flowing river, in a gorge. But more than that, it is just along from an abandoned gold mining settlement and an extraction plant (who knew?), and it has a name: the Ohinemuri River, this section is in the Karangahake Gorge.
    If the picture is studied more closely, details not apparent at first glance can be seen: plants in bloom, logs dumped from an earlier flood event, and an adjacent highway. Some details seem inconsequential, like the red blooming plant, others are far more significant (the river obviously floods from time to time, the gorge ‘hosts’ a major highway).
    Clearly, the act of looking ‘into’ the picture, not simply at it, reveals much. ​
    And so it is with board work: to look beyond what is written in board papers, to consider what is not written, the wider context within which the company operates, and still-weak signals that may portend trends and potential disrupters is crucial, if the board is to secure a more complete understanding and, ultimately, make more informed decisions. While some boards behave as if such things do not matter, effective boards know better. They are alert to both macro trends and issues (this recent report, from INSEAD, offers helpful insight), and more immediate matters such as sales figures, staff engagement and customer satisfaction trends.
    When was the last time you scanned the horizon to understand the wider context within which the company you serve operates, and how long has it been since the board thought deeply about the future, and the various risks and opportunities that might effect the company and its prospects?
  • Published on

    For what purpose?

    Accountability Corporate Governance Decision Making Effectiveness Management Performance Strategy
    Picture
    Recently, I announced the findings of empirical research conducted over an eight year period. The aim of that research was to discover how many boards are fully aligned in relation to corporate purpose. The findings were staggering: five per cent of the participating boards—yes, one in twenty—were completely aligned in relation to corporate purpose. When asked, every director and executive had an answer, but only five boards (out of one hundred and three, to date) had one answer. How can any board do its job (make informed decisions, and provide effective steerage and guidance) if it has not first agreed on an objective (purpose) to work towards?
    Compare this situation with that of a plant. The example in the picture—echium vulgare, or, more commonly, viper's bugloss or blueweed—is as good as any. Echium vulgare, a native of Europe, is an introduced species in parts of north-eastern North America, south-eastern South America, and New Zealand. The plant is toxic to horses and cattle, but the bright blue flowers are very attractive to bees. And, despite the toxins in the plant, honey produced from the nectar is very tasty indeed!
    "So what?" you might ask. To compare a board and a plant seems a little odd. Yes, maybe, but please allow me to explain. 
    E. vulgare, like all other plants, has a single purpose, which is to grow and reproduce. All the plant's energies are dedicated to this single goal, using the resources available to it. Nothing more, and nothing less. In contrast, many companies operate without an overarching and enduring goal, as the research mentioned above shows (save to make a profit). And that begs another question: how can any organisation realise its full potential without first establishing a clearly defined and achievable goal?
    'Purpose' has become a hot topic in board, shareholder and stakeholder circles. Some have interpreted purpose to mean mission and vision: an overarching goal the company intends to achieve. Others have a different understanding—one that positions the company as a servant of society, as the question below illustrates:
    How can a company not be in the business of improving human health and making the world a better place?
    This question, posed by a US-based leadership consultant, positions purpose as a catalyst to influence or resolve an external societal or environmental situation. In effect, the underlying expectation is that the company prioritises something external and, most probably, well beyond the company's means and ability to influence, much less achieve.
    The difference between the two understandings is stark, as are the implications. Readers will, probably, gravitate towards one or other, and some may hold such strong views as to be offended by 'the other one'. And that is okay; shareholders and the board can strive to achieve whatever they want—such is their prerogative.
    What matters is that every board takes responsibility for answering the question, of why the company it is charged with governing exists. Essentially, "For what purpose?" Without this, the company will lack a North Star, and efforts to create a meaningful strategy, let alone allocate resources well and achieve high levels of performance, will be fraught. But, if purpose is clearly stated, and agreed and understood by every director and all key staff, the company will not only attain membership of a most desirable club—the Five Percent Club—the board will have established a robust foundation upon which a coherent strategy can be developed, resources allocated, decisions made, and the full potential of the company pursued. And that, I think, is a good thing.
  • Published on

    The questions we ask matter, do they not?

    Accountability Corporate Governance Decision Making Effectiveness Governance Strategy Tough Questions
    Picture
    The role of company director has become quite visible over the past couple of decades. From hardly rating a mention in the popular press or polite society fifty years ago, public awareness of boards and directors has blossomed in recent times. Questionable practices and failures of various kinds have seen boards become a source of board fascination and disdain—targets of criticism in the eyes of the business media, political class, regulators and, increasingly, the wider public. Activists, institutional investors, proxy advisors, and other stakeholders and supernumeraries have sought to exert influence and press various claims too, on both company priorities and board decision making (think: ESG, disclosures, DEI, climate change, net zero, and more besides).
    While some boards have responded well to changing circumstances, others have battened down the hatches. Defensiveness can be an important response at times, but it is not a sustainable tactic given the mandate to govern (provide appropriate steerage and guidance to achieve a specified goal).
    If directors are to steer and guide effectively, they need to consider information, ask questions to check progress and elicit missing information and, having debated various options, make decisions. This is crucial, for the questions directors ask may be the difference between effectiveness and ineffectiveness in role. The following list provides a useful starting point for boards intent on governing with impact:
    • Why does the company exist (purpose)?
    • Are we doing the right things, to achieve agreed purpose?
    • Are intentions, decisions and instructions being actioned as planned?
    • Are expected benefits [from a prior strategic decision] being realised?
    • How are we monitoring and assessing signals, disruptions, and trends?
    • Are we attuned to stakeholder expectations and preferences?
    • How will shareholders and legitimate stakeholders be kept up to date?
    • What of non-business matters, such as, funding family activities, or social or environmental concerns?
    • Is enough time being allocated to scenario planning and strategising?
    • Is resource allocation aligned with desire outcomes?
    Do you agree or disagree—I welcome your thoughts on this! Also, what other questions have you found useful?