On the 14th of March 2012, David Gonski made a presentation at the Australian Institute of Company Directors luncheon on the future of directorship.

His speech was thought-provoking and whilst I didn’t agree with his position on all of the topics, the consensus on our table was that his views were thoughtfully developed and he was open to counterpoint views.

He contends that the most significant issue facing company directors in Australia at least, is that the general public doesn’t understand what directors do. Due to the complex nature of legal frameworks and competing stakeholder interests, perhaps many directors also aren’t sure what the requirements are to discharge their respective duties.

The public, perhaps many in the government and some of the judiciary think directors can be – and are – on the top of everything going on within the business – and this is simply not possible, particularly in businesses that are complex, and globally distributed.

In the past, the paramount onus for directors has been to look after the company and its shareholders. Now that is no longer true, nor sufficient.

Many different stakeholders are responsible, and it becomes a complex issue in determining how to manage them.

  • Shareholders may be very transient, having shares in the company for no more than 20 minutes during a trade – so acting in the shareholders long term interests in this scenario can seem somewhat counterintuitive.
  • Monitoring of the business is constant, and information is transferred to the web almost instantly.
  • Shareholder activists are not necessarily acting in company interest but one of an alternative agenda.

Gonski’s view – even given this complexity –  is that the duty of the director must be about the company first and foremost. However in the current day and age, consideration must be given to the community “licence to operate” and marketplace perception, as well as purely the fiduciary duty to act.

Singapore provides an interesting case study in applying board diversity, says Gonski, and a model to follow. They have taken a view that diversity of age, gender, business discipline and geography is vital to achieving a robust worldview, and better decision making, and have structured their boards accordingly.

The minds of directors need to be broadened, and Gonski encourages directors and CEO’s to have interests other than business to be more well rounded.

A few other observations:

Gonski states that the issue of executive remuneration is significant, and the distinction between the haves and have-nots will be better resolved with more communication. In a free market system, the need to get the best person, need to reward appropriately is important. Companies have typically done a poor job of explaining how they have arrived at their conclusions and remuneration reports. A pop star earns vast amounts of money yet a CEO is not considered to be in the same class in terms of talent or deserving of the same sort of rock star money.

My view is that this is one area where no amount of communication is going to allow the general public to feel comfortable with companies on one hand cutting jobs and on the other hand handing out large executive bonuses, irrespective of the level of explanation. There have been too many poor examples of poor company performance and high bonuses in recent times. Income inequality is growing significantly.

On AGM’s
Gonski’s point of view was that the current structure of AGM’s being a means of forcing votes for decisions isn’t ideal. He contends that the AGM could operate as more of a discussion forum rather than decision making, and as a means of building engagement with shareholders.

I believe this to be a really interesting idea, one that will need some work to execute well. If the prize is a much more engaged (and in theory, loyal) shareholder base, it will be a good outcome. Companies of course have to listen to their customers on a daily basis – particularly given the rise of social activism.

On Governance
David Gonski’s view is that the public is not necessarily convinced directors on top of governance for their businesses. To my mind that highlights the points of the general public not understanding the role of a director, and the sensationalism of waste, excess and job cuts.

A concern expressed from the audience was that sometimes fear and a short term focus can lead decision making away from growth and towards a risk-averse approach. Committees focussing on specific risk areas are a very positive approach and do yield results.

Qualities in good directors

  • Need an open mind
  • Must be hardworking
  • Need to be able to put across their point of view strongly without offending or breaking down the collegiate atmosphere needed in a board setting

On Politics, Business and Academia

David Gonski expressed disappointment in that it is rare for politicians to have experience in business – and also academia. Business people rarely end up in politics, so as a result, it is not diverse, and this is different to the USA in this regard.

Gonski’s closing message was the importance of respecting people for what they do both in the workplace and personally. He certainly won over the audience with his clear thinking and well-expressed point of view – the clear qualities of an excellent chairman.

Importantly he also got people talking about the issues he raised, and we had a lively debate at our table as a result. I hope that this post serves to stimulate more, and if you have the opportunity to hear David speak, take it…

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