§3. Governance – what should the CEO or Directors be doing?
In this series of three brief articles, Ron Ainsbury, Visiting Fellow at the Cranfield School of Management and Senior Fellow at the Research Centre Business Innovation at the Rotterdam University of Applied Sciences, sets out why and how New Zealand directors should be directing efforts to ensure that their businesses have a clear purpose and have the governance systems in place to ensure that the purpose is followed.
Perhaps, by focusing on purpose and embedding the culture and values to support that purpose, much of the unethical behaviour of corporations could be reduced and so much of the focus on the plethora of compliance rules, regulations and procedures minimised.
Questions for Leaders
These are the fundamental questions that a board (or the CEO) should be able to answer.
Q What is the purpose of this business or organisation?
Follow Simon Sinek’s directive – “Start with Why?”Why do we exist? A statement of purpose is not to be confused with a Mission Statement. The difference is neatly explained in an HBR article by Bruce Jones of the Disney Institute: “Purpose answers Why, Mission answers What”.
Is the purpose expressed in a simple, easy-to-understand way? There are now many examples of well-expressed purpose statements.
If the purpose is not clearly stated then the Board should work with the CEO to develop a meaningful purpose – one that is consistent with the operations of the business. There are several guides as to how to do this, for example, https://www.blueprintforbusiness.org.
Q Is the purpose supported by a set of values that define our organisation’s behaviour?
These should not be just words but should drive the way the business develops its strategy and manages its operations on a daily basis. Values can help drive the business. As Xerox CEO, Anne Mulcahy reported corporate values “helped save Xerox during the worst crisis in our history.”
New Zealand’s Z Energy has a clearly-explained set of values which provide a great example for others to follow.
Figure : Z Energy Values
Q. Does purpose underpin our current strategic plan and goals?
Does the CEO and the Senior Leadership team promote the purpose and values in the way they run the business or are these just mouthed? Does it drive strategy development? Underpin operations? The following slide was part of Unilever CFO Graeme Pitkethly’s presentation to investors in Singapore, December 2015 and is typical of many Unilever presentations to investors and shows how Unilever’s simple purpose statement underpins their business – resulting in returns to investors.
Figure: Unilever’s Strategy explained
Q Do we have a culture that is in synch with our purpose and values?
Sir Winfried Bischoff, Chairman, Financial Reporting Council states clearly that “establishing a company’s overall purpose is crucial in supporting the values and driving the correct behaviours. The strategy to achieve a company’s purpose should reflect the values and culture of the company and should not be developed in isolation.”
A key underpinning of art of the culture of the company will be the mindset that the Board and Leadership team adopts. Examples (not exhaustive) of mindset questions include:
- What is our time horizon for decisions – short term profitability or medium-to-long-term sustainability of the business?
- How open and honest are we about our business and the way we operate? Secretive and giving away as little information as possible or are we open to public scrutiny?
- Are our relationships, with suppliers and customers, short-term and transactional or long-term with a share destiny?
Q. Am I satisfied that our board has sufficient oversight of these activities?
There are several different ways in which a board may exercise oversight, for example, appointing a sub-committee to be responsible, appointing a lead director, appointing a below board committee headed by a director. There are many guides available on line that will help the director, for example:
- “Board Leadership in Corporate Culture: European Report” a Research Report by Board Agenda & Mazars in association with INSEAD 2017
- FRC – “Corporate Culture and the Role of Boards” July 2016
- BITC – “Towards a Sustainability Mindset: How Boards Organise Oversight and Governance of Corporate Responsibility” by David Grayson CBE and Andrew Kakabadse.
Q. Are we being open and transparent in what we do?
In our reporting are we making our customers, our people and our investors fully aware of our purpose, values and strategy to ensure that our activities are seen to be genuine and not just greenwashing or sustainability-washing?
The trend towards integrated reporting is developing with companies publishing just one report and not a ‘sustainability’ or ‘citizenship’ report separate from the financial report. See, for example Heineken’s 2017 Annual Report: “Through “Brewing a Better World”, sustainability is embeddedin the business and delivers value for all stakeholders.”
New Zealand leaders of businesses, large and small, need to put aside the “profitability first” philosophy that dominates businesses today.
By focusing their businesses on purpose and embedding the culture and values to support that purpose, much of the unethical behaviour of corporations could be reduced and so much of the focus on the plethora of compliance rules, regulations and procedures minimised.
Available at www.theheinekencompany.com