New call for investors and regulators to focus on boardroom conduct

Regulators and international experts told to look at board behaviours

Investors and regulators should pay much more attention to the conduct of boards, according to Prof. Colin Coulson-Thomas, author of Developing Directors, a handbook for building an effective boardroom team. He told delegates at a conference in Mauritius “it is what directors actually do, the risks they run, and the decisions they take that determine whether companies succeed or fail.”

Coulson-Thomas pointed out that “certain countries in Europe are still struggling to cope with the consequences of a massive failure of corporate governance, despite banks and building societies complying with governance and other codes. The focus has been on board structures rather than the behaviour of boards, which is the usual determinant of an organisation’s prospects.”

The UK professor’s research programme looks at what the most successful directors and boards do differently in areas that are critical for corporate success. He finds “too many people have turned a blind eye to danger signals such as ritualistic board meetings, tick-box governance, inadequate understanding, and a focus on short term and internal issues. Directors have not been thinking, questioning and challenging.”

Coulson-Thomas stressed the value of striking a balance between action and reaction, between change and continuity, and between performance today and capability tomorrow, and the importance of visioning and differentiation. He believes “A vision should be stretching, distinctive and compelling, and paint a picture of a better future. It should be a desired and attainable state of affairs that can engage and motivate.”

The professor recognises that while “directors face dilemmas, there are courses of action smart boards can adopt. For example, it is possible to simultaneously achieve multiple objectives and achieve change and transformation, while at the same time maintaining compliance and control. One can cut costs, reduce risk and lower stress while speeding up responses, bespoking solutions and increasing performance.”

Having worked with over 100 boards Coulson-Thomas claims “smart directors avoid general, expensive, time consuming and disruptive distractions such as restructuring, culture change and so called transformation programmes, in favour of focused, simpler, quicker and cheaper solutions that deliver multiple returns on investment, such as changing the performance support provided to key workgroups. It is not their rhetoric or paper plans - but what they do - that makes the difference.”

The professor was speaking in Mauritius at a Masterclass on Corporate Governance, Risk and Compliance held at Cyber City’s Link Hotel. The event, organized by the International Sustainable Performance Institute, Kaizensox Consulting and the Institute of Directors in India, was opened by the Minister responsible for foreign affairs and international trade. Others speakers included the heads of Mauritian public bodies and experts from organisations in Canada, Dubai, India, Qatar and the USA.

Coulson-Thomas gave presentations on ways of improving director and board performance and handling some major contemporary challenges faced by boards, as well as on corporate social responsibility and sustainability. While in Mauritius he also gave a talk to the Financial Services Commission on market monitoring and regulatory issues and challenges, and visited the stock exchange. He had meetings with the Minister responsible for tertiary education, science, research and technology in his office, and with the President of Mauritius at State House.

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Notes:

Boardroom consultant Dr. Colin Coulson-Thomas of Adaptation is also Chairman of Bryok Systems and Cotoco, and Chair of the Audit and Governance Committee of NHS Peterborough. He has helped over 100 boards to improve director, board and corporate performance, and has authored 40 books and reports, including Developing Directors and Winning Companies; Winning People, and spoken at over 200 conferences in 40 countries. He can be contacted via http://www.coulson-thomas.com and his recent publications can be obtained fromhttp://www.policypublications.com