Corporate Governance

What Drives Organizations? Applying Maslow’s Hierarchy of Needs to Corporations

In 1943, Abraham Maslow published his theory on the hierarchy of needs. You have probably come across it at some point in your life. Maslow used the terms "physiological," "safety," "belonging and love," "social needs," and "self-actualization" to describe the linear ascension of human motivation. According to Maslow, human beings are motivated to satisfy basic physiological needs such as food and water before they can progress to the next level of needs for safety, belonging, social acceptance, and self actualization. The further removed the individual is from simply obtaining the necessities of life, the less anxiety and tension is present as they seek to fulfill higher functions of personal growth. The pursuit of these functions is critical to the advancement of innovation as the individual is liberated to focus on the needs of others once their own necessities have been fulfilled.

The arc of Maslow’s theory closely aligns with the needs of corporations.  From a legal perspective, American corporations have been granted many of the same rights as individuals under the 14th amendment of the Constitution (See 1886 Santa Clara County v. Southern Pacific Rail Road). Over the past 130 years, corporations have evolved into legally distinct beings that enjoy many rights normally reserved for individuals such as the right to own property, enter into contracts, or pursue legal action. If corporations possess many of the same legal rights that individuals do, it stands to reason that corporations also share a hierarchy of motivations that begin with their basic need of survival.      

The International Monetary Fund is forecasting that the U.S. and Canadian economies will shrink by 8.0% and 8.4% this year because of COVID-19 related shutdown. As these effects hit corporate balance sheets, many executives have been forced to take extraordinary measures to keep their businesses solvent. corporate leaders are shifting their focus to satisfy the company’s basic ‘physiological’ needs for cash flow, liquidity, and debt coverage at the expense of higher corporate aspirations. The abrupt departure of these aspirations is particularly problematic when viewed in the context of environmental stewardship. As Maslow’s work highlights, the greatest advancements in corporate innovation are likely to occur beyond the base levels of sustenance. As corporations mortgage future development to sustain existing operations, critical ESG commitments, research, and technologies are less likely to come to fruition.

According to Bloomberg, climate change-related talk on S&P500 earnings calls fell from 33% in Q1 to just 17% in Q2 as Companies re-tooled their corporate strategies to focus on the fiscal necessities of survival. This is strong evidence that higher corporate functions are a luxury of choice – ones that are only possible if the basic corporate needs of survival are met. Therefore, stakeholders should celebrate Companies that remain steadfast in their commitment to environment, social, and governance standards in the face of a global pandemic. This praise is warranted because corporate ESG commitments confirms the importance of these factors to the survival of their business. These corporate leaders do not view ESG as a luxury of choice or a higher corporate function, but rather as a fundamental cornerstone to the success of their business.

As noted by Bloomberg, discussions regarding the acceleration of the climate crisis dropped by 50% on average across every industry in the S&P 500 earnings call transcripts from Q1 to Q2 2020. The largest pull back was seen by Technology Companies (53%), Financial Services (69%), and Energy Companies (58%). Energy Companies touted their energy transition goals earlier this year, but unsurprisingly this rhetoric has dwindled and has been replaced with urgent discussions regarding production cuts, liquidity, and plummeting demand. What may be surprising are the industries that have managed to keep ESG commitments front-of-mind during coronavirus-dominated earnings calls. As noted by Bloomberg, “Sustainability talk in the utility sector did decline in the first quarter, but only by 31%. The drop at industrial companies was just 10%”.

Earnings call transcripts are a way for management to communicate corporate priorities directly to shareholders.  While a pull back of long-term initiatives is inevitable as Companies focus on the short-term realities of survival, the degree of pull back could signal the level of commitment of Companies towards environmental stewardship in the long-term. The next time you are looking through the earnings call transcripts of Companies you have invested in make a point to quickly scan through previous transcripts prior to the pandemic to see which Companies are still including language outlining their ESG ambitious and what resources they will be dedicating to achieve those objectives.


Author

Michael Hebert, Viewpoint Research Team

Good Governance or a Coup D’état? What Ghosn’s Board Can Teach Us About Corruption

Carlos Ghosn was once a legend of the automotive world, pulling Nissan back from the grave to become one of the world’s most iconic brands. In an economically battered 1990s Japan, Ghosn became a kind of folk hero, a symbol of hope and restoration. With his brash personality and stylish character combined with his skill for streamlining business operations, he quickly rose to celebrity status, even being drawn into Japanese comic books. In-step with his larger-than-life presence, he was the chairman for Renault, Nissan, and Mitsubishi Motors simultaneously.

That all came crashing down when it was discovered he’d been underreporting $44 million in income and misappropriating company funds from Nissan. Although it has been debated that the publicity of the scandal could be part of an internal coup d’état to separate Nissan from Renault, Ghosn has been lambasted by Nissan’s CEO (who Ghosn himself hand-picked), calling on the board to remove him as chairman.

Scandals like this aren’t uncommon – but what is surprising is how Nissan’s CEO and board of directors reacted to his crimes by immediately, and publicly, turning on him.
Contrast this with Steve Jobs’ options backdating scandal, where Apple’s General Council took the fall for Jobs, or Elon Musk promoting a fraudulent $420-per-share private sale with minimal backlash from Tesla, or the absence of charges against any executives of Kobe Steel when they lied to customers about their quality data. What makes Ghosn so different that his board would immediately oust him? Could be this be an example of ethics and good governance on behalf of the board?

Although this could be a case of good governance in action, it may be difficult for critics to imagine that an active, engaged board would not be aware of Ghosn’s illegal activities, which were taking place since at least 2010. However, the problem may lie with boards themselves. It has been suggested by researchers that boards are ineffective at their monitoring duties due to the principal-agent problem, knowledge barriers, management tactics, time demands of their other jobs, firm complexity, and a culture of deference. Echoing the ideas of our founder, Mac Van Wielingen, there is an imperative need fordirectors to become more active and more assertive with corporate governance, or we can expect to see more cases like Ghosn’s and corruption continue to thrive.


Author

Viewpoint Research Team

Massive Retailers Are Failing, Could They Have Been Saved?

The sudden wave of retail bankruptcies this year have been startling for shoppers and analysts alike. Whether they’re electing to pursue online-only retail strategies or shutting up shop completely, the “retail apocalypse” may have finally descended upon us. With Sears announcing its Chapter 11 bankruptcy to restructure, President Trump has come out publicly claiming that Sears “has been dying for years” due to mismanagement (which is ironic, as the US Secretary of Treasury, Steven Mnuchin, was also on Sears’ board of directors).

Sears was once the USA’s largest employer – the Walmart or Amazon of yesteryear. Toys R’ Us was once the Mecca for children’s toys. How are such high-profile retail outlets succumbing at such an alarming rate? Are shoppers simply moving online? Although ecommerce is an easy scapegoat for many retailers, it is likely not the main culprit. The evidence points to something deeper – systemic flaws within the culture of these retail monoliths that leave them no ability to adapt or re-invent their businesses, short-sighted management with little strategic planning, and huge debt levels from unmotivated private equity owners. “If you are going to run your business like most businesses, it is only reasonable to expect that you will end up like most businesses” – most likely out of business within five years.

This leaves us one question: where does the responsibly lie? Could the boards of these organizations have ultimately prevented these performance failures?

As we’ve seen, in their current state, it is too easy for boards of directors to overlook deep-rooted performance issues. This point is something Mac Van Wielingen has drawn on multiple times in his work – that the board needs to take a more active, vigilant approach to guiding the performance of their companies, escaping the gravitational pull that leads to“most directors [playing] a role akin to spectators…versus real players in the game, sharing in the responsibilities for outcomes.”


Author

Viewpoint Research Team

Are We Heading Towards Another Financial Crisis?

Our founder, Mac Van Wielingen, often refers to the 2008 financial crisis as a critical point, as it “exposed significant corporate governance failings and led many to question the role of business in society.” There was a failure in strategic risk management and oversight due to a loss of focus on client interests, obsessive short-termism, and excessive financial leverage. In 2010, Viewpoint Research Partners was founded to explore the challenges through conducting and curating research. A decade has passed since Lehman Brothers filed for bankruptcy, launching the world into a global financial meltdown. In a single day, more than $600 billion USD in assets were wiped out, and 25,000 employees lost their jobs.

So what has changed since then?

The road to recovery has been a tough one. It has taken years for unemployment to return to pre-recession numbers, which has increased disparity in wealth. Middle-class income in the U.S. has only recently reached $61,000 USD, the level before the recession. Policy changes and new regulations have been implemented in response to the instability and the abundance of financial fraud that occurred, resulting in more global bank stability.

Are we at risk of stepping down the same path again?

It seems that there are similar conditions brewing, with increasing public polarization, and the increasing trade tensions and corporate debt. “Ten years on from the 2008 meltdown, the global banking systems seems more resilient to shocks, corporate profits are generally strong, and the bull market trudges along. But that in itself is a dangerous situation.” While there is no punchy one-line answer, organizations can protect themselves from repeating history by focusing on long-term performance and sustainability, and being open to new ways of governing business.


Author

Viewpoint Research Team

How Passive Investors are Influencing Corporate Governance

Disclaimer: For the purposes of this blog we refer to BlackRock, Vanguard and State Street as passive investors and reference their use of index strategies within this context. This language is meant to provide a generalized descriptor to explore how the corporate governance landscape is evolving as the result of the dramatic growth in index investing. However, we acknowledge that the use of this language is overly simplistic in understanding the wide variety of index strategies (which are not synonymous with passive management), and in differentiating the distinction between passive an active management. Many have appropriately argued that no investment activity is truly passive. To learn more about how index strategies can be active where it counts visit Viewpoint Investment Partners.

“I’d Say Traditional Index Funds Are The Last, Best Hope For Corporate Governance.”
— JACK BOGLE (FOUNDER & FORMER CEO OF VANGUARD)

Passive investment vehicles have experienced tremendous growth in recent years. Today, reports suggest the combination of the top three firms in the space, BlackRock, Vanguard and State Street, constitute the single largest shareholder in over 40% of listed companies in the U.S.[1] Recent reports are predicting continued exponential growth in index investing, with research from Ernst & Young forecasting that over the next three years exchange traded funds (ETFs) will grow by a compound average growth rate of approximately 18%.[2] In the first six months of 2017, net flows out of actively managed funds and into passively managed funds accounted for US$500 billion.[3] Much of these gains have been on the back of a growing body of research showing that the vast majority of active managers fail to beat their stated benchmark.[4]  This research, in combination with low fees, enhanced transparency and increased diversification offered by passive vehicles have contributed to their rise in popularity. 

As passive investments and index strategies continue to gain popularity, new questions are being raised on the overall impact and influence on market systems and efficiencies. Corporate governance is one such area where pundits for and against, are weighing in on unintended consequences and the opportunities brought about by increased dollars in such strategies. This blog explores this debate, starting first with framing both sides, then outlining the unique governance position of leading indexers, and concluding with a look into the how influence is being exercised by these investors. For our purposes we will mainly focus on actions and data involving the three largest passive investment firms, BlackRock, Vanguard and State Street – whom we collectively refer to as the “big three.” [1]

Before exploring the debate surrounding passive investment vehicles and any governance implications, let’s briefly review how such strategies work. Most passive vehicles are designed to replicate the performance of a specific index or benchmark. As they are passively managed, the expense ratio is generally low. Importantly, passive managers, unlike active managers, are not stock pickers. While there is a vast array of strategies implemented by passive investors, the general premise is based on a buy-and-hold strategy, where investors are not trying to beat the market by profiting from short-term swings, but rather to create maximum value over a long-term investment horizon. This means that passive investors are in the unique position of being essentially “long only” in the basket of stocks they are invested in – an important point which we will revisit later.

THE DEBATE

The foundation of healthy corporate governance is based on shareholder rights and voice in the decision-making of management. Systems of corporate governance, such as annual general meetings and proxy voting, function as a check and balance on managers, dissuading self-serving decision making that is not in the best interest of shareholders. In terms of index investing, concerns have been raised that these investors will leave companies unchecked and therefore corporate governance standards and, ultimately, company performance will weaken. This assertion is based on managers of indexing strategies being unable to vote with their feet and sell underperforming stocks; as well as concerns that due to the sheer number of stocks held in any one index the proper care and due diligence cannot possibly be taken to effectively flag issues and vote on proxy matters.

Additional concerns have been raised with what is essentially an index oligopoly, as BlackRock, Vanguard and State Street dominate the industry. This concern is tied to a worry that as the big three control a growing ownership block in stock markets that competitive forces will erode and oligopolistic practices will emerge. Bill Ackman, hedge fund manager and shareholder activist, has compared the growing dominance of index funds with the Japanese keiretsu systems of cross-corporate ownership, which has been widely blamed for corporate underperformance in the country.[5] The keiretsu system is a loose network of businesses, often across industries, who may have stakes in each other’s business or operate in a manner that is beneficial to the others in the group. The system is criticized for creating inefficient market practices.

Passive Investors have argued that, as inherently long-term investors, they place greater weight on sound governance strategies than their active counterparts. Bill McNabb, Chairman and CEO of Vanguard, explains their unique governance position in a 2015 speech at the Harvard Law School:

“We’re going to hold your stock when you hit your quarterly earnings target. And we’ll hold it when you don’t. We’re going to hold your stock if we like you. And if we don’t. We’re going to hold your stock when everyone else is piling in. And when everyone else is running for the exits. That is precisely why we care so much about good governance.”[6]

In effect, because of the inability to ‘vote with their feet,’ the big three have had to find other ways to influence corporate action. This influence is being exercised in three ways: corporate engagement; public influence or voice; and proxy voting.

EXERCISING INFLUENCE

Corporate Engagement
Dialogue between investors and companies is seen by the big three as an important component of their fiduciary responsibility to shareholders, as well as a method to help management better understand the needs of their investors and make more informed decisions. According to a company report, during the 2017 proxy season Vanguard held 954 company engagements and voted on over 171,000 proxy proposals.[7] State Street reported a similar large volume of activity, conducting 611 corporate engagement meetings in 2016.[8] Such engagements give investors the opportunity to flag issues and to discuss priorities with company leadership. To manage their expanding number of engagements, BlackRock and Vanguard have both reported that they are bolstering their corporate governance teams. Critics have argued that the increase in manpower is not enough to effectively cover the big three’s large universe of diverse holdings. Chances are most firms won’t hear from the likes of the big three unless they have serious governance concerns. For many C-suite and investor relations professionals it is an uncomfortable reality that you can’t put a face to some of your largest investors, and opportunities for outreach are limited or non-existent. 

Environmental, social and governance (ESG) issues have been a major focus of corporate engagement among the big three,  dominating their stewardship agendas. In 2015, BlackRock teamed up with Ceres, an investor advocacy group with a sustainability focus, to produce a guide providing strategies for investors to incorporate ESG considerations into corporate interactions.[9] The 68-page document reads as a “how to guide,” covering multiple facets of engagement from writing shareholder proposals, to divestment, to influencing public policy. Additionally, BlackRock, Vanguard and State Street all publish annual stewardship priorities on their websites. While the communications of these priorities serve to focus the agenda of corporate engagement, they are also creating influence beyond the hundreds of physical engagement meetings that the big three hold each year.  

Voice
Passive investors have been actively shaping the conversation around ESG issues through channels such as annual letters, website content, media interviews and conferences. A recent example is BlackRock’s 2018 Letter to CEOs, from its CEO, Larry Fink. The letter asserts that a new model of governance is required stating[10]:

"Society is demanding that companies, both public and private, serve a social purpose. To prosper over time, every company must not only deliver financial performance, but also show how it makes a positive contribution to society."

Similarly, Vanguard’s McNabb is a supporter of The CEO Force for Good (CECP), which brings together over 150 CEO’s with the goal of empowering corporations to be a force for good in society. In February of this year, McNabb co-authored an open letter from CECP, which re-states the need for long-term strategy and suggests questions for corporates to consider when presenting publicly-disclosed, investor-facing long-term plans. Both examples demonstrate a clear push that is seen by all the big three towards long-term strategic frameworks and the affirmation of board oversight on these plans. This is a departure for the investment industry which many have argued, including Fink and McNabb, has become dangerously focused on the short-term and the quarterly cycle.

The focus on long-termism can be understood as one of the foundational, perennial governance issues which the big three have pressed with companies. Others include: board compensation and effectiveness; alignment of executive compensation with the long-term strategy and shareholder interests; and promotion of governance structures that encourage increased accountability. BlackRock explicitly asks companies to provide information on how board effectiveness and performance is assessed. Vanguard and State Street have vocalized similar requests. The combination of these focus areas indicates a move from the big three towards governance models that go beyond oversight and compliance and to one focused on enhancing long-term sustainable performance. 

The big three have also taken leadership in the development of ESG integration and reporting.  The world of ESG reporting has struggled over the past decade to find a common reporting framework and language, such as those that exist in financial reporting with GAAP or IFRS. Against this backdrop, the high-profile publications and campaigns of the big three, together with collaborations such as BlackRock and Ceres, have served to provide direction for corporates and standard agencies, alike, and to give us all priorities we can begin to wrap our arms around. Further, BlackRock has publicly supported the Financial Stability Boards’ Task Force on Climate-related Financial Disclosure (TCFD) reporting standards, while Vanguard has aligned with the Sustainability Accounting Standards Board (SASB). These steps help provide companies with more insight into what types of information and in what format investors are looking for, and ultimately to help teams better communicate both performance and strategy.

Proxy Voting
Of course, all investors (passive or not) have proxy voting as a direct tool of influence, and the big three have certainly not shied away from exercising this power. While the big three are unlikely to initiate a proxy battle, their shares can become an important vote that can swing results. This was reportedly the case in the 2017 proxy fight at Procter & Gamble, where BlackRock and State Street supported activist Nelson Peltz in his bid for a board seat, and Vanguard voted with management. The voting was so close that a recount of the preliminary tally was required, and Peltz was eventually appointed to the board. [11]Another well-cited example is the 2016 ExxonMobil proxy battle. In this case, BlackRock and Vanguard jointly led a shareholder resolution to force the company to publish an annual assessment of the business impact of climate change policies, such as the 2-degree Celsius scenario ratified by the Paris Agreement.[12]

UNDERSTANDING INFLUENCE

The big three’s public campaigns have grabbed headlines and spurred discussion, however, is there evidence of meaningful influence on corporate governance practices? Analysis of voting results provides one tangible view on influence. As documented in recent research from the University of Amsterdam, the big three are seen to exercise consolidated voting practices across all funds held within a firm’s universe – supporting the view of structural power through ownership and voting influence.[1] Analyzing behavioural voting practices, the researchers found that the big three voted with management 90% of the time – suggesting a hesitancy to exercise power. However, proposals where the big three voted against management typically related to ESG issues, which given their nature are mainly proposed by activist shareholders.

These findings are further supported by a 2016 study which found that an increase in passive investment is associated with greater support for shareholder-initiated governance proposals.[13] The same study identified three corporate governance changes that are thought to be influenced by increased passive ownership. These are: increased board independence; removal of takeover defenses; and lower likelihood of unequal voting rights. The findings of the report suggest passive investors are conscience owners, and that managers today, face a more contentious and active shareholder base, despite an increase in passive investment and decrease in activism. While results provide compelling evidence for real influence exercised by the big three, additional research is required to understand if the influence of voice, and public campaigns by leaders such as McNabb and Fink are being internalized by management teams who are not in direct contact with governance teams or facing the big three in proxy battles.

One thing is clear, the big three are taking actions to engage with companies and vocalize their expectations in the realm of corporate governance in an effort to increase the long-term value of their holdings. In this way, good corporate governance is seen not as a matter of compliance, but rather as an indicator a quality of leadership and ultimately an enabler of better performance. 


Author

Viewpoint Research Team

 


[1] J. Fichtner, E. Heemskerk, J. Garcia-Bernardo. Hidden power of the Big Three? Passive index funds, re-concentration of corporate ownership, and new financial risk. Business and Politics. Retrieved at: https://www.cambridge.org/core/journals/business-and-politics/article/hidden-power-of-the-big-three-passive-index-funds-reconcentration-of-corporate-ownership-and-new-financial-risk/30AD689509AAD62F5B677E916C28C4B6

[2] EY. (2017). Reshaping around the investor: Global ETF Research 2017. Retrieved from: http://www.ey.com/gl/en/industries/financial-services/asset-management/ey-global-etf-survey-2017

[3] C. Stein. (December 4, 2017). Active vs. Passive Investing. Bloomberg. Retrieved from:  https://www.bloomberg.com/quicktake/active-vs-passive-investing

[4] A.M Soe., R. Poirier. (September 15, 2016). SPIVA U.S. Scorecard. S&P Global. Retrieved from: https://www.spglobal.com/our-insights/SPIVA-US-Scorecard.html

[5] Perishing Square. (January 26, 2016). Letter to Shareholders. Retrieved from: https://assets.pershingsquareholdings.com/2014/09/Pershing-Square-2015-Annual-Letter-PSH-January-26-2016.pdf

[6] W. McNabb. (June 24, 2017) Getting to Know You: The Case for Significant Shareholder Engagement. Harvard Law School Forum on Corporate Governance and Financial Regulation. Retrieved from: https://corpgov.law.harvard.edu/2015/06/24/getting-to-know-you-the-case-for-significant-shareholder-engagement/

[7] Vanguard (August 2017) Investment Stewardship 2017 Annual Report. Retrieved at: https://about.vanguard.com/investment-stewardship/annual-report.pdf

[8] http://www.statestreet.com/content/dam/statestreet/documents/values/StateStreet_2016_CorporateResponsiblityReport.pdf

[9] BlackRock (2015). 21st Century Engagement. Retrieved at: https://www.blackrock.com/corporate/literature/publication/blk-ceres-engagementguide2015.pdf

[10] BlackRock (2018). A Sense of Purpose. Retrieved at: https://www.blackrock.com/corporate/investor-relations/larry-fink-ceo-letter

[11] CNBC (2017). P&G appoints Peltz to board despite losing proxy battle. Retrieved at: https://www.cnbc.com/2017/12/18/pg-appoints-peltz-to-board-despite-losing-proxy-battle.html

[12]S. Mufson. (May 31, 2017). Financial firm lead shareholder rebellion against ExxonMobil climate change policy. The Washington Post. Retrieved at: https://www.washingtonpost.com/news/energy-environment/wp/2017/05/31/exxonmobil-is-trying-to-fend-off-a-shareholder-rebellion-over-climate-change/?utm_term=.79aa059f441c

[13] I. Appel, T. Gormely, D. Keil. (February 2016). Passive Investors, Not Passive Owners. Journal of Financial Economics.

Mac Van Wielingen Explores Drivers of Performance

Early in December 2017, Mac Van Wielingen addressed a small group of senior business leaders in Calgary. His talk titled, Advanced Governance: Strategy and the Imperative of Performance, explored the performance challenge facing most companies, critical drivers of performance and how they relate to strategy. The talk concluded with a selection of Advanced Practices aimed at assisting leaders in the development of great strategy. This blog recounts the key ideas and themes presented in Van Wielingen’s talk from my point of view as an audience member. A summary powerpoint presentation is also available​ here

THE PERFORMANCE CHALLENGE

Central to the discussion of performance is the empirical reality that most businesses eventually underperform and fail. Research shows that half to two-thirds of newly formed companies statistically disappear within their first five years.1 However, this performance challenge is not only a threat to newly formed companies, as numerous mature and once leading companies have also hit the wall of underperformance and/or experience high profile corporate meltdowns (i.e. Blackberry, Nortel, Lehman Brothers, etc.). 

“I focus on the point of performance, because I am always asking myself: What is the typical experience for a management group or board of directors? The evidence points to a typical experience of a serious, everyday performance challenge.”

Van Wielingen points to research exploring the theory of positive skewness, which has been shown to be prevalent in public equity returns, as well as private equity and venture capital.2 Positive skewness centres on nonsymmetrical distributed returns of a portfolio, as a result of numerous frequent small losses and a few extreme gains. Therefore, such a distribution, tells us that a small number of companies drive the overall value creation of a portfolio. Recent research from the University of Arizona,3 further supports the theory of positive skewness. Reviewing lifetime returns (listing to delisting) of 26,000 stocks over a 90-year period in the U.S., the study found that six out of 10 stocks did not outperform low-risk treasuries. The study points to the fact that as the overall stock market has outperformed low-risk treasuries – this performance can be attributed to a small number of companies.  Given this evidence, Van Wielingen cautions, “If we are going to run our businesses like most businesses are run, it is only reasonable to expect that you will end up like most businesses.”

However, do not pass this viewpoint off as an unduly pessimistic outlook. For, as Van Wielingen highlights, understanding the facts, allows us to ask ourselves“What can we do differently to increase the probability that our companies will survive?”

DRIVERS OF PERFORMANCE  

A copious number of business books and guides to corporate strategy have been written that promise to provide the secrets to success. Van Wielingen shares, “In my business career, I have been continuously searching for the one big driver of performance.” In his quest, he studied numerous drivers from vision to capital structure to culture (view a more complete list of performance drivers in the accompanying presentation.)  

“There is no silver bullet. There are multiple drivers. Each is essential; each offers the opportunity to create a competitive advantage. If any one of the fundamentals is missing, your organization may be in peril.”

The conclusion is that comprehensiveness is an essential ingredient for good strategy. Simple. All you must do is do everything, and it all well. Van Wielingen, himself admits that this is no easy task, it is hard work. Further, many executive leaders have told him that it all sounds too complex and overwhelming. To aid overwhelmed leaders, Van Wielingen points to the foundation of the Governance of Performance and a selection of Advanced Practices, which can help pave the way to integrate comprehensiveness into strategy. 

GOVERNANCE OF PERFORMANCE

Governance of Performance looks at the respective roles of management and the board of directors, and the structure of responsibilities and authorities within an organization. This is critical as it addresses how the board’s role links with organizational performance. The board has authority over all material fundamentals of an organization. This includes, but is not limited to, issuance of debt and equity, CEO selection and performance management, capital spending and material transactions. In Van Wielingen’s view, the role of the board goes beyond passive compliance and advisory, stating, the Board and Management are a partnership, sharing in the leadership responsibility of an organization – the board can be seen as the control partner and management is the executive partner.”

In this way, management has the responsibility to develop and implement strategy, but the board has the ongoing responsibility for essential due-diligence and, ultimately, the decision if the strategy is good/great and justifies the commitments of the organization. It is with this mindset that boards can move towards operating at an optimal level and fulfilling duties relating to performance.

FIVE ADVANCED PRACTICES

To conclude his talk Van Wielingen offers five Advanced Practices, all of which he has used, and seen to generate success. However, Van Wielingen stresses that this is not a complete list and there are many more that could be addressed.

  1. Vision - Find a way to describe your vision that is compelling and that is moving towards what is viewed as a leadership position in your industry.

  2. Strategy - Strategy creates coherence and rationale for the commitment of an organization’s resources. It must be integrated into the purpose of an organization. The most important condition is that strategy is comprehensive. Ask yourself if you can put a checkmark next to each driver of performance, and if there is internal consistency? What you are trying to achieve is broader than one variable it goes beyond solely profit. In addition to profit, purpose also needs to include a perspective on risk, timeframe, and quality of human experience.

  3. Organizational Competencies - We are generally well-aware of technical and functional competencies, but not as much of organizational competencies (i.e. leadership and communication), such as: priority setting; determining what is material; workplace coordination; and clarity and direction on values. An effective way to assess this is 360 performance reviews.

  4. Accountability - Accountability is the acceptance of responsibility and the willingness to be answerable for progress towards a desired outcome within a particular domain of responsibility. It is often a proxy for performance. A method to build a performance-based culture with high accountability is to implement self-evaluated progress monitoring reports.

  5. Culture - A large body of research tells us that there is a link between strength of culture and performance. (See: Predicting Corporate Performance from Organizational Culture[3] and Organizational Culture: Can it Be a Source of Sustained Competitive Advantage?[4]).

For a more detailed description please view the accompanying presentation.


IN SUMMARY

Highlighting the realities of pervasive underperformance, Van Wielingen makes a strong case for a need to re-envision how strategy is developed and how performance is managed. Central to his argument is the need for comprehensiveness within strategy, which embraces all key performance drivers both in how they are integrated into the purpose and internally managed. In Van Wielingen’s view, a critical component of sustained performance is the role of the board in strategy development and performance management. This role must go beyond the traditional passive, compliance-based role to include the sharing of leadership responsibilities in the organization. Providing insight on five selected Advanced Practices, Van Wielingen offers a path forward to leaders striving sustain performance of their organizations.



Author

Viewpoint Research Team


References

1) Parsley, C., & Halabisky, D. (2008). Profile of growth firms: A summary of Industry Canada research. Ottawa: Industry Canada, March 2008. 

2) Buchner, A. (June 2016). Dealing with non-normality when estimating abnormal returns and systematic risk of private equity: A closed-form solution. Journal of International Financial Markets, Institutions & Money. 45 (2016) 60–78. Available at https://www.sciencedirect.com/science/article/pii/S1042443116300488?via%3Dihub

3) Bessembinder, Hendrik. (November 2017). Do Stocks Outperform Treasury Bills? Journal of Financial Economics, Forthcoming. Available athttps://papers.ssrn.com/sol3/papers.cfm?abstract_id=2900447   

3) Gordon, G., & DiTomaso, N. (1992). Predicting Corporate Performance from Organizational Culture. Journal of Management Studies. 29. 783 - 798. 10.1111/j.1467-6486.19

4) Barney, J. (1986). Organizational Culture: Can It Be a Source of Sustained Competitive Advantage? The Academy of Management Review, 11(3), 656-665. Retrieved from http://www.jstor.org/stable/258317



Decision rights: Who has the authority?

Our previous blog post discussed the pros and cons that are associated with distributed leadership. One of the facets of distributed leadership promotes, initiative and leadership responsibilities at all levels of a firm. In order to do this, everyone from front-line workers to upper management must have a clear understanding of what decisions they do, and do not have authority over.

This post delves more deeply into understanding why this concept of so called “decision rights” is important, and examines the methods and practices behind successfully establishing, and implementing the authority behind a person’s decision rights.

Job titles and the ladder of corporate hierarchy have been traditionally linked with decision rights, with the assumption being that the higher the pay grade, the more empowered a person is to make decisions. However, even if your organization does not subscribe to the idea of distributed leadership, there are still going to be instances in which your employees will need to make decisions.

They need to have a clear understanding of which decisions and actions to take the lead on themselves, and which to bring to the attention of their superiors. 

Decision rights is a difficult practice to get right. Michael C. Jensen and William H. Meckling (1992) state,“allocating decision rights in ways that maximize organizational performance is an extraordinarily difficult and controversial management task.” Often leaders either do not want to relinquish decision-making power because they see it as theirs. Or, it is their own cognitive bias that distorts their judgments and knowledge as being superior to others. However, it is important to overcome these barriers, because the benefits of doing so have been linked to profound improvements in employee satisfaction, the everyday operations of the business, and the bottom line.

One of the most important benefits of decision rights is encountered in its absence and a decision is moved away from the frontlines of an organization, resulting in the unnecessary time that is added to how long it takes to execute the answer. Because of this, in order to be effective and efficient in executing business strategies, accomplishing goals, and mitigating risks, decision authority needs to be put in the hands of the person who possesses the most relevant information.

When this is not implemented correctly, and upper-management or executive level leaders are involved in decisions that are not aligned with their knowledge base, a huge amount of wasted time, money and resources are incurred. Not every problem or judgment is appropriate to bring to the attention of the CEO.

“Decision rights are closely related to governance… [but] go beyond the standard approach to governance, cataloguing critical decisions that must be made, identifying who is closest to the relevant information that will help them make these decisions, and documenting who will ultimately be accountable for the decisions that are made.” 

-Deloitte (2011)

Another benefit to distributed leadership is that an employee’s satisfaction increases when they have higher levels of purpose through understanding what is expected of them, these expectations can then be worked towards and delivered on a regular basis.

CREATING A FRAMEWORK FOR DECISION RIGHTS ALLOCATION

  • Have a comprehensive inventory of the key decisions that are made most commonly by your firm

  • Clearly define the weight of the cost that each decision carries

  • Plainly establish the procedures of the decision-making process (e.g. problem and tracking tools, escalation processes etc.)

  • State explicitly the ownership of each decision

  • Outline the hierarchy of decision makers or decision-making groups

  • Have a set review schedule and update the distribution of decision authority accordingly should there be any changes

  • Don’t mix up the outcome with the decision process (if the decisions authority has been well allocated then changing it based on a less favourable outcome will make the problem worse next time)

Decision rights are important in companies of all sizes, but even more so as the size and complexity of an organization increases. Peter Jacobs (2005) argues that “how effective an organization is at making high-quality decisions consistent with its mission and objectives… is a prime determinant of its ability to compete in the marketplace.” Finding the right balance between standardization and agility is critical.

Decision making authority is a constantly changing aspect of a firm. Below are examples of when a company should examine and potentially change their framework and policies.

TRIGGERS SIGNALLING THE NEED FOR CHANGE

  • Growth strategies

    • New markets, products, and organizational structures

    • When companies go global, communication lines are stretched and leaders are removed even further from the action


  • New executive team

    • New leaders may have different ideas about decision making

    • Making sure all employees are on the same page regarding decision making authority is crucial


  • Mergers and acquisitions

    • Each company has their own culture and way of doing business

    • If decision making authority does not match once the firms have combined then there will be redundancies, inefficiencies and mistakes


  • Strategy or operating model changes

    • When any aspect of the business changes, decision rights need to be reassessed


  • Quality focus and regulatory changes

    • Global regulations impose new decision making criteria

    • Managing these new requirements and confirming compliance necessitates new processes, procedures, and means of oversight


  • Need for increased speed to market

    • The key is finding quality data, which often requires working across hierarchies and locations to achieve a broader view of opportunities and risks

    • Decision rights can help overcome the tendency towards risk avoidance and subsequent delays in decision making by enabling business leaders to quickly identify and analyze the required information acquired by those on the frontline

In almost any enterprise, in order to achieve effective and fast execution, collaboration and collective decision-making is essential.

Having decision rights that are clearly defined will help drive an organization’s efficiency, accountability, and empower employees at all levels of the firm to make the best decisions possible when necessary.  

When executed correctly, there seems to be no end to the benefits of properly allocated decision rights. A company’s human capital is arguably one of its most valuable assets, and utilizing this competitive advantage to its fullest extent helps enable companies to thrive in the marketplace.


Author

Viewpoint Research Team


Sources used for this post:​​​​

Athey, S., & Roberts, J. (2001). Organizational design: Decision rights and incentive contracts. The American Economic Review91(2), 200-205.

Deloitte, (2011). It's Your Decision. Deloitte.

Jacobs, P. (2005). Decision Rights: Who Gives the Green Light? [online] HBS Working Knowledge. Available at: http://hbswk.hbs.edu/item/decision-rights-who-gives-

the-green-light [Accessed 7 Apr. 2016].

Jensen, M. C., & Meckling, W. H. (1992). Specific and general knowledge and organizational structure

When Information Asymmetry is Found Between Board Members and the Management Team

Running a company and ensuring its continued success is no easy task.

All hands must be on deck with up-to-date information to make the best decisions possible. This ideology is often called into question when directors feel as though they are at a disadvantage because they are not as involved in the day-to-day operations of the company like managers are. When this breakdown occurs it is known as “information asymmetry.”

There is an abundance of both scholarly and popular work done on this topic. In general, information asymmetry occurs in relationships where one party has more - or better - information than the other. This imbalance typically creates outcomes that are either unfair, or achieve poor results. In this case, information asymmetry refers to the perception that boards have less information about the organization than the management team they are meant to monitor and advise.

In situations where this occurs, management-board information asymmetry presents as a problem when there is a breakdown in communication. If there is an absence of trust, or worse yet, the presence of deception between the board and management, the board’s role as a critical governance mechanism is undermined, and poor decisions are made due to the lack of information, or the presence of inaccurate information.

The reading that I have done for this blog post examines how information asymmetry affects businesses, and how the relationship that exists between managers and directors is important to the organization’s overall success.

CAUSES OF INFORMATION ASYMMETRY

The causes of information asymmetry are numerous, and can range from innocent to disreputable.

On the innocent side of the spectrum, the issue revolves around time. Many directors often hold not just multiple other directorships, but also full-time positions at other corporations – which then creates extremely tight time constraints on how much attention they are able to put towards each role.

Because non-executive directors have limited involvement in the day-to-day decision making processes of the company, their ability to monitor the quality of top management’s strategic decisions is often limited to board interactions. Because of this, they then rely on the CEO to provide them with relevant firm-specific information, which may not always be given voluntarily. The resulting information asymmetry may hamper their ability to properly fulfill their monitoring duties, which in turn negatively affects firm performance. 

The paradox of managers wanting advice and counsel from board members, but not wanting to be monitored or influenced too heavily is another common reason information asymmetry is a persistent problem for companies. Perhaps because of the board’s lack of on-the-ground experience at the firm, their advice can be seen as more of a guiding tool than actual decisions on strategy that are to be implemented. The disreputable component of this paradox is that the information is not being voluntarily provided because the boards monitoring could uncover fraudulent behaviour, or mismanagement.

The paradox is a particular risk for two types of firms. The first is one that has numerous independent board members. This is because an independent board is typically viewed as a tougher monitor, therefore, the CEO may be reluctant to share information with them. The second is one that is a family run organization that has multiple family members on its board. The information that is shared runs the risk of being skewed in the family's favour, but may not be what the board needs to know in order to make the best decisions for the company overall.

IS INFORMATION ASYMMETRY ALL BAD?

In all of the doom and gloom that the majority of the articles that I read regarding this topic, there were a couple shining lights that advocated its often overlooked positive attributes in board effectiveness.

While independent board members may not have detailed knowledge of the business, their external role, knowledge and professional experience allows them to view the company objectively, from alternative perspectives, and through different lenses than managers. This allows them to be critical in their advisory and monitoring roles. This external knowledge should be seen as complementary to the manager’s internal knowledge rather than out-of-sync or asymmetric.

Those who viewed information asymmetry as positive saw the negative issues surrounding it to be based on the breakdown in communication between management's implicit (primary direct experience) and the board's explicit (secondary sources such as papers, reports, and presentations) knowledge and information. Acknowledging the two types of knowledge or information sources as different rather than superior versus inferior made for healthier organizations as a whole.

“The very existence of the board as an institution is rooted in the wise belief that the effective oversight of an organization exceeds the capability of any individual and that collective knowledge and deliberation are best suited to the task.”
— Brennen & Redmond, 2001

WAYS TO COMBAT THE NEGATIVE EFFECTS OF INFORMATION ASYMMETRY

There are a number of steps that you can take to curb the presence of negative information asymmetry in your leadership teams:

  1. Independent directors – Having the appropriate balance of independent directors on your board is key to getting the level of voluntary disclosure of corporate information needed to make educated decisions for your company’s strategy. A compromise must exist between independence and competence in order to create a group that is optimally efficient.
     

  2. Audit committees – Having an audit committee as part of your board is significantly and positively related to the extent of voluntary disclosure. They ensure the quality of financial accounting and control systems. They can also influence the reduction of the amount of information that is withheld from the board.

Directors with expert knowledge in financial control can affect the transparency of their companies through the creation of more accurate information and better audited financials. A director who qualifies for financial expertise has the following:

  • Is a graduate of a business school or university in the field of management, with accounting or finance

  • Has experience in dealing with finance (financial managers, financial inspectors, auditors, lawyers with an accounts specialization etc.)

  1. Transparency - To improve transparency and accountability there should usually be a separation of the CEO and board chairman roles, and (in the case of family run businesses) a limit to the number of family members involved on the board.
     

  2. A well-defined schedule for meetings - To ensure efficiency and good communication, a set board meeting schedule should be established. There were varied answers when it came to the optimal number of meetings boards should be having every year – ranging from quarterly to every 2 months. However, there was consensus that the higher the frequency of meetings, the higher the level of quality in voluntary information sharing and financial reporting.

Board directors require deep background knowledge and timely updates about firm activities and results. A higher meeting frequency puts greater pressure on managers to provide supplementary information. Because these meetings are often the only time board members get together with each other and the management team, having a high attendance rate at each meeting is seen as a way to decrease information asymmetry between all parties and promote more effective functioning of the board and management team overall.

Information asymmetry between board and management is a fact. The management team does have more firm-specific knowledge, and board members do depend on management for much of their information. It is also a fact that external board members have alternative perspectives and expertise to bring to the table.

The solution to the negative aspects of management-board information asymmetry is based on managers engaging with boards and being required to account for their actions and to make explicit what otherwise would be implicit and inaccessible. Keeping lines of transparent communication open will enable differing individual experiences to work together.


Author

Viewpoint Research Team


Sources used for this article:

Adams, R. B., & Ferreira, D. (2007). A theory of friendly boards. The Journal of Finance62(1), 217-250.

Ajina, A., Sougne, D., & Laouiti, M. (2013). Do Board Characteristics affect Information Asymmetry?. International Journal of Academic Research in Business and Social Sciences3(12), 660.

Brennan, N. and Redmond, J. (2001). Boards, Management and the Information Asymmetry Paradox.

Cormier, D., Ledoux, M. J., Magnan, M., & Aerts, W. (2010). Corporate governance and information asymmetry between managers and investors.Corporate Governance: The international journal of business in society,10(5), 574-589.

Ho, S. S., & Wong, K. S. (2001). A study of the relationship between corporate governance structures and the extent of voluntary disclosure. Journal of International Accounting, Auditing and Taxation10(2), 139-156.

Karamanou, I., & Vafeas, N. (2005). The association between corporate boards, audit committees, and management earnings forecasts: An empirical analysis. Journal of Accounting research43(3), 453-486.