Category Archives: Directorship

“I’m old, not obsolete”

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In the recent “Terminator” sequel, Arnold Schwarzenegger coins a new catchphrase: “I’m old, but I’m not obsolete”. He may not be the latest android, but he has learned to adapt, he is still relevant and his purpose remains consistent. A bit like older workers, then: not ready to be consigned to the scrap-heap, consistent and reliable, and even capable of being upgraded (as Arnie is towards the end of the film).

Terminator Genisys

Remaining relevant is tough, even for a Terminator….  (Copyright 2015 Paramount Pictures)

A great deal of the discussion on employee engagement, business productivity, workplace flexibility and career transition talks about what we do with older employees, particularly those in their 50’s, who often struggle to find comparable work when they are retrenched or “restructured”.

Many 50-somethings can vouch for the fact that making a career transition into another full-time role can be extremely difficult. In my own case, I left my last corporate position just after I turned 50, and I soon realised it would be virtually impossible to find the exact same or similar permanent role elsewhere. So I embarked on a portfolio of interests (non-executive board positions, consulting work, contract roles and entrepreneurship) in order to remain “economically active”.

Over the past four years, in order to remain active, retrain and build my professional networks, I have:

  • completed the AICD Company Director course
  • served on a number of advisory and pop-up boards
  • launched this weekly blog, and written for 3rd party sites
  • coached business owners and entrepreneurs
  • competed in a FinTech hackathon and a MedTech startup competition
  • consulted in the education, public, NFP, publishing, manufacturing, technology and professional services sectors
  • joined numerous MeetUp and networking groups
  • participated in the Lightning Conference on Victoria’s StartUp Future
  • developed a new app for employee performance management,
  • trained as a presenter on community radio, and
  • become a participant and adviser at the Slow School of Business.

As part of my plan to become familiar with new technology, I have also built a side-project to record and release my own music via Bandcamp and Soundcloud, incorporating many iOS apps for which I am a beta-tester.

Not all of this activity is remunerated, yet the people I work with all tell me how much they value my unique input and original insight, and so I keep on doing it. Given the need/expectation to work longer, and the continued tinkering with tax, super and income rules and policies, I’m not sure many of us can ever think about full-time “retirement” (whatever that now means).

I’m aware that there are some ad hoc initiatives to engage older workers as mentors for new entrants to the workplace. While such projects are well-meaning, and may have some desirable benefits, they are not yet financially sustainable, and don’t address the core issue that the expectation of full-time, permanent, lifelong employment is no longer realistic, and we will all have to adapt to these new circumstances.

On the few occasions I have considered full-time roles, I am staggered that so many prospective employers seem incapable of thinking outside the box: on the one hand, they say they want diversity and fresh thinking; but on the other, they resort to the habit of appointing square pegs for square holes.

There is a real sense among many of my peers that their age counts against them, because either employers don’t believe they can learn new technology or processes, or that their previous seniority means they are only interested in roles where they can wait out their retirement, or simply “direct traffic”, rather than getting their hands dirty. Which is both insulting and demoralising. I recall one early discussion where the recruitment consultant said, “despite what the ad says, the business just wants a safe pair of hands – someone who has done the exact same role in a similar organisation for the past 20 years”. How does that support diversity, in particular, cognitive diversity?

So, my question to employers, hiring managers, industry bodies and policy-makers is: when will you truly embrace the challenge of (and opportunity for) change in your hiring and employment practices, and how do older age workers fit into your thinking (if at all)?

Next week: Startups, VC’s and Entrepreneurs

How to work with #Boards

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At some point in your career, you will find yourself working with Boards. In particular, if you are appointed to a CEO role, or if you are part of an executive team, there is an expectation or requirement that you will attend regular Board meetings, and you will need to develop the necessary skills and expertise to navigate the process.

The_SPECTRE_heirarchy

Board meetings don’t have to be as daunting as this… (The SPECTRE hierarchy as portrayed in “Thunderball”)

The following comments were crowdsourced from a group of senior executives and non-executive directors who were asked to share their views on how someone in a senior management role should prepare prior to presenting at a Board meeting – in particular, where there may have been a change of Chairman, a new CEO or new appointments to the Board. It’s designed to be part “how to” guide, part coaching tool, and part insight drawn from actual experience – and in some cases, the comments answer the question “what I wish I’d known before I stepped into the Board meeting…”.

The comments have been divided into three sections:

  1. Governance
  2. Relationship between the Chairman and CEO
  3. Presenting to Boards

1. Governance

How are Board meetings run?

1) From experience, working with a Board really depends on how the Chairman likes to run things. The Chairman is usually assisted by the Company Secretary (or a Secretariat), or other legal officer of the organisation, who may also form part of the senior management team.

2) The Secretary is responsible for making sure everything runs smoothly for the Board members. In addition to supporting the Chairman, the Secretary schedules the Board meeting, circulates the relevant notices and papers in advance, prepares the meeting agenda, and records the minutes. (In some organisations the CEO will be as involved in preparing for a Board meeting as the Secretary.) The Secretary will also assist the Chairman in ensuring the meeting is conducted in an orderly fashion, and in accordance with the company constitution and any other rules governing meetings.

3) If you have been asked to attend a Board meeting to report on an important project or to present a new initiative, it should be noted in the agenda. Depending upon protocol, you may only be invited into the room at the designated point in the agenda. You may find that you don’t have a vote at the meeting (and in general, your voice should only be heard when your contribution is actively invited!) and you may be asked to leave again before a formal vote is taken.

4) A good Chairman will invite comments from all attendees at the Board meeting, especially where external or specific expertise is being sought. Although other Board members will want to ask questions of senior managers and anyone else presenting, it will depend on etiquette, and they may need to direct these questions via the Chairman.

Board Induction

5) The CEO and the executive team can help the Chairman in the induction of new Board members, something that the Secretary should be able to facilitate. For new Directors, it may not be easy to understand the organisation, or what is expected of them, or what their contribution should be.

6) The transition will be harder for Board members coming from the private sector into the government sector, or vice versa. A Board Induction Manual is an invaluable tool for a new Board member to familiarise themselves with the organisation. The CEO should also ask their managers to stand in the Directors’ shoes for a minute to work out what the new Board member may need (and not assume they already have everything they require.)

7) If a relationship can be built through the induction process, then it should be easier to understand where new Board members are coming from, identify their key areas of knowledge or expertise, know what their risk appetite is and anticipate where their interests will lie.

Board Renewal – managing change

8) Most Board members are elected or appointed for fixed terms, ensuring that there is a renewal process. In some cases, there will be a full spill, and the formation of a totally new Board.

9) One of the understandable traps that the CEO and management team may fall into is assuming they have to maintain the status quo – which may or may not meet the needs and expectations of the new Chairman and a new or significantly changed Board.

10) In those circumstances, the CEO and Chairman should sit down in advance and set out their respective expectations/needs/preferences, including an early feedback process soon after the first few meetings to get things off to a firm footing and to avoid any festering dissatisfaction.

2. The relationship between Chairman and CEO

Boards vs Management

11) The pivotal connection between a Board and the Management team is the relationship between the Chairman and CEO. There has to be a level of trust, rapport and mutual respect, otherwise the organisation risks being dysfunctional.

12) A common view is that Boards are expected to be “eyes on, hands off” – that is, they are there to view what is going on, but not to get involved with operational matters which are the responsibility of Management.

13) Equally, the Board is responsible for setting and directing the overall strategy, and holding the CEO and executive team accountable for achieving the agreed objectives.

Who can help you?

14) The CEO has a key role in facilitating the interaction between the Board and senior managers. If you don’t have direct access to the CEO in advance, then find out if your own manager or another member of the senior executive team can help forge an introduction. While the term “patronage” might seem outdated, your attendance at and participation in the Board meeting will usually depend on someone advocating on your behalf, or lobbying for you to be there in person.

15) If managers are attending a Board meeting to present or speak on a particular topic, then this should be noted in the agenda or notice of meeting. The CEO will also need to work with managers to ensure they are prepared and “worded up” on what they will be presenting. Getting the balance right between reporting facts, offering opinions, making a recommendation or seeking a decision is important, especially on a packed agenda!

16) As mentioned above, the role of Secretary is also very important in getting people prepared to engage with the Board – not just deciding the agenda but also briefing presenters on what to expect, and ensuring papers are not too long, cover the issues and have clear recommendations for a decision.

17) The Secretary also wields considerable influence as they get to minute the decision (which is not always as clear as it should be). Managers who are not Board members should receive a copy of the relevant minutes of any meeting they have attended.

Lobbying and briefings in advance

18) For some big issues you may be asked to present on, briefing and lobbying often happens outside of the Board meeting. You shouldn’t assume that a Board will make a good decision when all they get is a Board paper and a few days’ notice – especially around complex issues. Offering advance briefings to Board members (especially new directors) can help them get up to speed on major issues.

19) Even though your item is on the agenda, you should assume that the meeting will not have sufficient time to allow a full presentation or discussion of the issues. Hence the importance of advance briefings, especially where you are seeking a decision based on your recommendation.

3. Presenting to the Board

Why are you there?

20) Maybe you’ve been asked to make a presentation on a new strategic initiative, or to provide an update on a major project. Or perhaps it’s part of a regular program where managers and team leaders get to interact with the Board members. Whatever the case, you should establish in advance why you have been invited to attend, as this will frame the context for your contribution to the meeting.

Preparation, Preparation, Preparation

21) As with any presentation or public speaking, be comfortable with your material and try to know your audience in advance. Find out who will be attending, and if possible, identify if they have previously expressed any views on the topic under discussion. Equally, Board members should be provided with a brief bio of new managers presenting at the meeting, especially if it’s their first time to attend.

22) If you have also had an opportunity to provide Board members with an advance briefing, the preparation will help you to focus on the important and critical information, so you can establish the level of knowledge in the room and make sure the discussion does not waste valuable time going over the known facts or revisiting agreed positions.

23) While your expertise will be sought, more importantly, if you are seeking a decision of the Board, it is essential to be clear about the decision relates to, and you should offer a specific recommendation or preferred course of action.

Protocols and Etiquette

24) As mentioned above, Board meetings will be conducted in accordance with the constitution or other rules of the organisation. Meetings will also follow the Chairman’s preferences, with the support of the Company Secretary.

25) There are some basic “Do’s and Don’ts” you should consider, especially if you are attending or presenting for the first time:

  • Board members are not your friend – they have a governance role to perform
  • The CEO owns the relationship with the Board, and must know and in most cases approve all interactions between Board members and managers (as a manager, you should notify the CEO of any unsolicited approaches you receive from Directors, or in exceptional circumstances, you should notify the Chairman)
  • In the meeting, the Chairman of the Board (or Sub-committee meeting) is usually addressed as Mr Chairman or Madam Chair (but check with the CEO or Company Secretary in advance!)
  • Boards require a structured agenda, well-thought out papers, clear recommendations, proper minutes and agreed actions or decisions (make sure you are clear about what you are asking for)
  • Board meetings are formal affairs, and while social banter is fine before and after the meeting, keep it business-like during the meeting itself

26) The Australian Institute of Company Directors, the Governance Institute of Australia, other professional bodies as well as NFP organisations (e.g., Leadership Victoria) often run courses and publish articles on these topics.

Learning experience

27) Whether you are General Manager reporting to a Committee of Management or a team leader presenting to senior executives, these comments should provide are some useful ground rules for how to prepare, what to expect, and how to conduct yourself at those meetings. In any event, the experience should be seen as a learning opportunity, and a chance to gain some professional exposure – but it’s not a license to show-off or grandstand!

Note:

This article incorporates comments from my former colleagues Fabienne Michaux, Marianne Matin, Louise Griffiths and Carol Benson, who were each contributing in a personal capacity.

Next week: Digital Adaptors

Integrity and the Acid Test: How Would it Look as Front Page News?

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We have been hearing a great deal recently about allegations of political corruption in Australia, culminating in the resignation of a State Premier. This has raised questions about integrity in public office, given the steady stream of stories concerning dubious donations to election campaigns, murky business deals involving politicians and party power-brokers, misuse of trade union members’ assets by officials who were also prominent party figures, opaque political lobbying by industry, tawdry backroom deals to preference election candidates… oh, and the gift of a $3,000 bottle of wine.

Premier Cru-elled de Chateau ICAC?

I won’t dwell on the whys and wherefores of Mr O’Farrell’s resignation, except to say this: If the Premier genuinely believed he did not receive the bottle of wine in question, and his assertion was subsequently shown to be wrong, does this amount to giving false witness? Surely, the act of giving false evidence involves the commission of a deliberate lie, either with the intention of causing a deception or creating an erroneous version of events. It seems that had Mr O’Farrell, as a Member of the New South Wales Parliament, remembered to declare the gift on his register of pecuniary interests, but later forgot about it or failed to recall it when giving evidence, he might have been made to look merely foolish. However, failing to register the gift was either a costly mistake or a grave error of judgement, and by forgetting it altogether (including his handwritten letter of thanks) it reveals a certain level of incompetence. Yet, how many foolish and incompetent politicians manage to keep their jobs, and even get re-elected?

Some commentators have suggested that the nature of the Premier’s resignation showed real integrity – but the truth is, once the facts contradicted his evidence, his position became untenable, and he realised he had no choice in the matter. (The relevant inquiry had in fact already cleared Mr O’Farrell of any suggestion of wrongdoing in the matter under investigation, but now his reputation is probably tarnished by the implication or perception of corrupt behaviour.)

The big lesson from these latest events is that when we get wrapped up in process or get sidetracked by personal, political or financial outcomes, we can easily lose sight of the need to act with integrity and to exercise our authority and powers of influence with transparency. Otherwise, we end up colluding which allows the smell of corruption to permeate. Politics is not alone in these matters – religious institutions, professional sport and corporate boardrooms have more than contributed to the current malaise.

I experienced a small but significant test of personal integrity early on in my career, when I was working as a paralegal in local government. Part of my role was to provide impartial legal advice to local residents facing housing problems. At the time, the area was undergoing intensive gentrification, and many private tenants were being “persuaded” to move out by landlords and property developers. In many cases, all I could do was advise parties of their respective rights, particularly the tenants who had protection from harassment and unlawful eviction under the relevant housing laws. In some cases, the council could mount criminal prosecutions for more serious offences, but this was rare.

So, one day, one of my “clients” (the advice service was free to the public) brought me a personal gift: a bottle of vodka and a bottle of champagne (probably no more than $50 in total value). I initially refused because I did not feel it was necessary or appropriate that he reward me in this way for simply doing my job. However, because my legal advice had enabled him to negotiate a lucrative payout from his landlord to vacate his home, and because he had been brought up to value displays of gratitude, he insisted I keep the gift and refused to take it back.

I could have just taken the bottles and not said anything to anyone, as there were no witnesses. But whether it was my conscience, or the thought that the client might have said something to a third party that may have compromised me, I immediately raised the matter with my manager. He acknowledged my honesty in reporting it (even though I wasn’t really sure what the council policy was on gifts), but said I could keep the present as it was of nominal value, and because I hadn’t sought or solicited a personal benefit. (He also said that if it was a bottle of gin, he might have taken it for himself… but I think he was joking?)

Nowadays, I’m not so sure that I would have got the same response, and over the years, having worked in some high-profile and highly regulated industries, I am aware that there is far more scrutiny around formal compliance, self-regulation, voluntary codes of conduct and business ethics. Of course, individuals need to feel comfortable about the organization they work for and the role they are expected to perform, to ensure there is alignment with their personal values. In addition, I’m often reminded of three questions you should ask yourself in corporate life whenever you have any doubts about the integrity of your actions:

  • Would you still do it if the CEO or Chairman was watching?
  • What might your clients or your shareholders think?
  • How would it look if it made front page news in the morning?

I think the problem for many modern politicians is that they hardly ever say exactly what they are thinking, for fear of letting slip a personal opinion that may differ from their public persona or their party’s stated policy position. (How often nowadays do Ministers resign on a point of personal principle?) Worse, it has been suggested that “loyalty to party” has been displaced by “loyalty to faction”. As a consequence, they are compromised because they forget about individual accountability; and they collude because they either prefer to toe the party line or hide behind the collective shield of cabinet, ministry or faction. In doing so they demonstrate a lack of personal integrity. Unfortunately, when even “benign” or “innocent” collusion emerges, corruption is never very far away.

 

POSTSCRIPT:

Since drafting this blog, I have heard several “wise after the event” comments from the chattering classes, which can be summarised as follows:

  • If the original enquiry was not interested in a bottle of wine, was the Premier “mere” collateral damage of the anti-corruption investigation?
  • How could he possibly have forgotten about such a significant gift, and his written note of thanks? What was going on? What was he thinking? What were his staff doing?
  • The 1959 Grange vintage is somewhat overrated (and well past its best drinking) – which might suggest it was worth less than $3,000 (NB: gifts under $500 do not need to be declared on the Parliamentary register of MPs’ pecuniary interests…)
  • On the other hand, bottles of 1959 Grange are being advertised at over $4,000 because the notoriety has boosted its value
  • It again raises questions about whether the electorate can trust any of our politicians – the backdrop being “lies” and “broken promises” over pre-election commitments

Corporate Governance – exercising a “duty of awareness” in the age of social media

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Do we need a new theory of Corporate Governance? Is it time to look at a new model that reflects the current environment in which businesses operate, an era characterised by:

  • social media,
  • corporate and social responsibility,
  • shareholder and consumer activism,
  • increased market connectivity, and
  • rapid generational change?

Has the law fallen behind in being able to regulate and oversee contemporary corporate behaviour – where compliance with and adherence to the letter of the law may no longer be enough to meet community standards or satisfy shareholder expectations?

The question arose during a roundtable discussion I attended recently, comprising non-executive directors, entrepreneurs, corporate advisers and governance experts. Some of the issues we kicked around included:

  • the efficacy of running more frequent board interaction via the use of technology (as opposed to the standard face-to-face monthly board meeting);
  • the ethics of minimising cross-border taxation by multinational companies (even though it may be legal under international tax law);
  • the imperative to develop more inclusive and diversified boards (including networking into broader stakeholder groups);
  • the perils of ill-considered public comments made by CEOs (and the resulting social media backlash); and
  • the risk of harking back to some “golden age” of corporate behaviour (assuming such an era actually existed)

Our current perspectives on Corporate Governance largely derive from the late 1980s and early 1990s when a series of authoritative studies and reports led to new Codes of Practice and updated corporations laws – I’m referring to the work done by and in the name of Tricker, Carver, Monks, Cadbury, Greenbury, Hilmer and Hempel. And while in recent years we have seen increased scrutiny on CSR, directors’ remuneration and financial oversight by boards (plus Sarbanes-Oxley, Dodd-Frank and IFRS), the reality is that most of the earlier Corporate Governance reforms were introduced just as the internet went public and just as financial markets were being deregulated. So it could be argued that the reforms were ill-equipped for, or could not have anticipated, the changes to come – witness for example, the SEC’s recent approval of social media as an appropriate platform for corporate disclosure.

In Australia, Corporate Governance is described simply as “good decisions being made by the right person”, and the obligations of company directors are summarised as follows:

  • your primary duty is to the shareholders;
  • you must act with appropriate due care and diligence;
  • you must not allow the company to trade while insolvent;
  • you must exercise your powers in good faith and in the best interests of the company;
  • you must not improperly use your position of (or information obtained as) a director to benefit yourself or another person, or to cause detriment to the company.

On one level, the test of whether an organization has exercised good judgement in making a decision is, “would you be embarrassed if this was reported on the front page of tomorrow’s newspaper?” At another, Corporate Governance is reduced to a compliance checklist of risk mitigation measures.

The Australian courts (in the OneTel and Centro cases) have expanded and reinforced the duty of care (particularly in relation to the business judgement rule) to place greater accountability on individual directors to consider what a reasonable person would do in exercising their duty of care and diligence:

  • To understand the fundamentals of the business
  • To keep themselves informed of the company’s activities
  • To monitor the company’s activities (e.g., through active questioning)

The question we should be addressing is: “Does imposing a broad duty of care and specific fiduciary obligations ensure an appropriate level of Corporate Governance?” I would argue that in light of a rapidly changing operating environment, we would be well-advised to exercise a “duty of awareness” in respect of our Corporate Governance standards. In my view, directors need to take a wider perspective in understanding and monitoring the business fundamentals and the company’s activities. Some may argue that this is not a new duty, it has simply been forgotten in recent times – and in the era of social media, when it is far easier to “get caught out”, it would be prudent to have more regard for the broader context.

A “duty of awareness” offers an appropriate counter-balance to the numerous areas of self-regulation by industry sectors and by individual companies. It provides an objective test for assessing “if not, why not” explanations required under both voluntary and mandatory Codes of Practice – i.e., did the respondent take into account all relevant factors, and did the respondent adopt a sufficient level of awareness in evaluating its options under a chosen course of action?

The “duty of awareness” means that at an individual level, directors would be obliged to reflect on their contribution to and participation in board decisions; boards would need to consider the likely impact of their decisions on the company’s performance and on wider stakeholders; and companies would be expected to have regard to their standing as a good corporate citizen, not merely a compliant one.

Acknowledgements: I am grateful to Andrew Donovan of Thoughtpost Governance and Dale Simpson of Bravo Consulting Group for their invaluable contributions to this article.