ON DIRECTORSHIP is by PETER TUNJIC.

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 a leading voice in the re-discovery of what corporations are and why they exist.

What is Directorship ?

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Definition of Directorship

  1. Directorship noun the office of a company director and the period for which that office is held.
  2. Directorship  noun the practical skill of a company director to create value* encompassing a director's acumen in decision making,  ability to guide and inspire those to whom power is delegated, willingness to assist when required and desire to learn and improve (neologism).
  3. Directorship noun the research area concerned with the long term existence of a corporation through the mastery of capitalization - the process by which a corporation efficiently accumulates, converts and exchanges value* with customers, employees, suppliers, shareholders and other groups (neologism)

* value being the useful energy stored or accumulated in various capitals. Defined by the International Integrated Reporting Council to include- natural, human, social, intellectual, manufactured and financial capital. 

Etymology

Used to describe a position or profession, the suffix "ship" has traditionally been compounded with the noun "director" to describe the office - "She held three directorships".

But ship can also be compounded to denote an individual's capacity or skill -  leadership, scholarship and sportsmanship.   Ship coming from old english -sciepe "state, condition of being and schaeppen "to create a thing of value" which in turn is derived from the base word skap - "to create, ordain, appoint,". 

Considering the two most important functions of a company director are to appoint the  CEO and promote the long term existence of the corporation through the sustained creation of value, it's surprising how long its taken for directorship to be used in this way.   Indeed, for the Australian Institute of Company Directors (AICD) "the board's most important role is to appoint and work with the CEO".  Whereas,  Ram Charan, Dennis Carey and Michael Useem argue in their latest book Boards That Lead, that "Governing boards should take more active leadership of the enterprise, not just monitor it's management".  Though they still use the old language, leadership in the boardroom is more accurately described as directorship.  

With the origins of the word "directorship"  being in value creation and appointment it makes sense that it be used to denote more than just the office.   

Usage

The use of the term  to describe the skill of a director can be seen in "Directorship Made Simple". Published by the AICD in its flagship magazine in 2009, the article focused on the ways in which the board creates value.   The AICD has since drawn a distinction between governance and directorship.  Their website stating "We produce a range of publications on good governance and directorship"  and  "Our publishing arm provides up-to-date expert research, knowledge and insights on directorship, governance and performance."   Likewise the AICD promotes their "highly-regarded and established governance and directorship programs".  Though their distinction remains unclear, it is implicit from their usage that governance and directorship are some how different.

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source: http://aicd.companydirectors.com.au/resources

Grant Thornton's report The Board: creating and protecting value, draws the same distinction between directorship and the board's more traditional role.

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Source: http://www.grantthornton.co.uk/insights/the-board-creating-and-protecting-value/

 Copyright in the above images are owned by the AICD and Grant Thornton respectively and are used for the purpose of review and reporting.     Use of the images should not be taken as an endorsement of this post or its content by either organization.

Origins

The usage of directorship to denote skill emerged out of necessity.  There being no term in the language of corporate governance to describe a company director's role and skill in the process of value creation. 

Historically the term "corporate governance" has been used to describe what company directors do.  From the Greek "to steer".  It is a compound word invented by Richard Eells in 1960 to denote "the structure and functioning of the corporate polity" and which has come to be closely associated with board structure, process and composition and "agency theory".  In short, value protection with a traditionally strong  emphasis on financial capital and share price.

To overcome this narrow definition of what directors do and to avoid the confusion of using the same term to describe antonyms, a new word was required.  How could the broader concept of value creation in the boardroom be understood,  let alone researched and improved, if no word existed to describe the concept?  And the only word used, more often than not, was used to describe the opposite.

  "It is impossible to speak of the objects of any study, or to think to think lucidly about them, unless they are named." (Blackwelder)

Abraham Zaleznik, the Harvard Professor who, in 1977 wrote Managers and Leaders: Are They Different?, recognized the same problem when he asked whether managing and leading were different.   Would anyone be debating the difference between the two concepts forty years later, if instead he had written a shopping list of what managers did inclusive of vision and inspiration.

Zaleznik's insight was the recognition that not only do managers and leaders perform different tasks but they do so with a different ethos and approach to risk and value.  Something that had previously been lost or overlooked by simply listing the tasks of management.   But by splitting the two, he released an energy that continues to drive debate and learning.

In many respects, the state of the boardroom mirrors the state of the c-suite before the professor's seminal paper.   It's all called corporate governance.  Often reduced to a list of tasks - strategy formulation; policy making; monitoring and supervising; and, providing accountability (Tricker).   The list may be accurate but misses Zaleznik's point.  Hiding among the tasks is the insight that each can be grouped according to the mindset and system of thought and action aligned to performance.   In the same way that the c-suite approaches the task of leading and managing differently, by giving directorship a name, the boardroom can now ask whether governing and directing are different and act accordingly.  

Criticism

Though we take the difference between managers and leaders as integral to our understanding of management, the Professor’s obituary reminds us that change is often hardest for those who promote the virtue of change:

Zaleznik's analysis was so out of keeping with the common belief at the time that managers and leaders were one and the same that it evoked cries of disbelief from business people and academicians alike.

Reckless and foolish is how one eminent scholar responded to my early work in which I used the term "directorship".    Despite its recent invention, "corporate governance" was the only word he would accept to describe the work of the board.

Words do the heavy lifting for the governance industry.  None more than the word " governance".   For this industry, "corporate governance" is the system by which companies are directed and controlled” (OECD; Cadbury Report) to assure suppliers of finance of getting a return on their investment (Shleifer and Vishny; Zingales).  Any change to the language distracts from the normative purpose of corporate governance and a fundamental risk to share based business models and profits and therefore resisted. Read more.

Scholars too resist.   In one camp are those who argue that over the last decades the term has been corrupted to include meanings that were never intended.   In that sense, they see no need for new language but rather wish to reclaim governance from the governance "industry" and restore its original meaning.   However, which one is the authorized or legitimate definition?  Corporate governance is peculiar in that there is no agreement as to what it actually means.   The Puzzle of Corporate Governance Definition(s): A Content Analysis, examines 22 definitions of corporate governance to reveal how little consensus there is.  

In another camp are those who argue that it's time to redefine corporate governance to include value creation.   Ram Charan and his fellow authors proposing that:

"In light of the far-reaching and irreversible developments in company leadership...this is a good moment to redefine our working concepts to more accurately characterize the emergent reality of board leadership"  .... "rarely do traditional definitions of corporate governance make much reference to company leadership"...."Yet given the emerging leadership practices by the board that we have chronicled here, a revised definition would wisely incorporate the new reality that board are now leading directly and in partnership at many enterprises - and should in our view, be doing so at all companies"

But even if the scholars could agree on a single definition, in practice that ship sailed long ago.   If the trend toward short termism among public companies is any measure, there is no doubting what governance means.   The practical reality is reflected in this note from Sovereign wealth fund Oslo based Norges Bank Investment Management:

 NBIM's goal is aligned with a commonly accepted definition of corporate governance, namely the way that suppliers of finance assure themselves a return on their investment

To be clear, this is not directorship.   Indeed, as recent case law suggests, this version of corporate governance can be the opposite of directorship.

For those who think there is no difference between governing in the interest of investors and directing in the best interests of the corporation I recommend reading Justice Edelmans decision in ASIC v Cassimatis (No 8) [2016].   The distinction is not  semantics.   Directors duties are not concerned with governance as defined by practice but something much closer to the concept directorship.  And more particularly, promoting the long term existence of a corporation through the mastery of capitalization.  According to this judgement profit is not the universal measure of a corporation's interest.    But how would you know if there was only corporate governance narrowly understood as investment strategy by other means and no word for a company director acting in the best interests of the corporation as a separate legal entity?  After all, the law does not conceive of the corporation as a polity with citizens.   In Australia at least, the corporation is its own person with autonomous existence.   To this extent, the origins of the word corporate governance are founded in a fundamental misconception of what a corporation is.

The challenge in using only one one word to describe what a director does and for what purpose, is that only so much intellectual progress can be made before confronting what philosopher of science, Thomas Kuhn, called incommesurability.  The tendency of those who understand words to mean different things to nod their heads in furious disagreement.  Unaware that, by approaching the same subject matter from a different direction but using the same language, they pass each other likes ships in the night. 

A situation made worse when one group claims their definition  to be "good" governance.   A rhetorical trick that British journalist Steven Poole called “unspeak”.  Unspeak is a technique whereby words such as “pro life” and “good governance” are used to neutralise argument and debate.    Those who disagree with their policy goals are branded “anti life” or advocating for “bad governance”. Poole sums up the effectiveness of the technique as follows:

“it tries to unspeak – in the sense of erasing or silencing – any possible opposing view, by laying claim right at the start to only one way to looking at a problem.

I experienced both challenges  first hand when I mistakenly flew 24 hours to Paris to attend the International Corporate Governance Networks annual conference.   I arrived only to find a room of full of fund managers and investment bankers whose sole purpose was to increase the return on their investments by lobbying for "good" corporate governance.     

Summary

In all of capitalism, there is no role more complex and multidimensional than that performed by a company director.    Yet, a director can be accredited in the practice of corporate governance in a week despite academics being unable to agree on what that is.  The multiple definitions reflecting that there is no broadly held theoretical base for what a director does (Tricker) and only multiple polarizing views (Letza and Sun).  And even, shareholder value theorists can't validate their claims or predict outcomes (Daily, Dalton and Cannella).  Sadly, if there is evolution in the boardroom, it is all to often in response to corporate failure rather than embracing a good idea before a crisis.

Rediscovering the natural meaning of directorship is one such idea.   For only by defining directorship can we start to understand that directing and governing are different . One focused on value creation and the other value protection.   Both necessary but different.  Providing a simple but profound framework for introducing balance into the boardroom. 

 

Creating and Protecting Value : A Tool to Get the Balance Right