small change: your COO, or you

Your COO (or you) is your Chief Operating Officer and sits on your operating board and, in some companies, sits on your main board along with your CEO and CFO.

The role and purpose of your COO is to keep your organisation’s promise with your customers. Nothing else, in my view.

I know that’s controversial as many boards like to say that their COO “runs the business day-to-day” and their CEO “does the strategic stuff”.

This is tosh IMHO, because:

Your CEO “runs the business day-to-day”; they can’t duck that, I’m afraid. Try as they might.
Your boards and people working in your organisation need to be in do doubt who is boss – it’s the CEO. Full stop. Your COO reports to your CEO. Your COO is not some joint CEO-type-person. Write a woolly COO job specification and you are begging for trouble and endless politics.
People like to drive a wedge between the COO and CEO if they can. Don’t be doing with that. Total waste of time.
The “strategic stuff” is meaningless management-speak
A strategy is merely how your organisation will achieve its purpose. It consists, usually, of one line as in: “our strategy is to grow by rapid acquisition, globally”
Everyone on your operating board is involved in the implementation of the strategy, not just your CEO
But only your COO is responsible for customer satisfaction
If your customers are unhappy call your COO. Only one point of contact. One point of control. Only one person can or should fix it.
In the old days, they would be called Head of Production or Head of Services.
Today they are heads of “delivery”. [Side note: “delivery” is the one word I have tried to stop using but can’t. I wrote to Lucy Kellaway when she was the doyenne of eliminating management-speak at the Financial Times to ask her advice. “Never” she replied “should the word delivery appear in a sentence in which a van does not also appear.]

So, is the role and purpose of your COO (or you) in your organisation clear and crisp or is it part of the problem on your operating board? Be honest.

Ciarán Fenton

small change: your GC, or you

small change

Ciarán Fenton

How small changes in your behaviour have a big impact on how you work, lead or follow

That’s the working title of a book I’m writing, initially as a series of short blogs.

Blog 1 small change: seven principles

Blog 2 small change: your career is a unique business

Blog 3 small change: your soft balance sheet

Blog 4 small change: your D Liability

Blog 5 small change: your timeline

Blog 6 small change: your formative years

Blog 7 small change: your A asset

Blog 8 small change: your career equity

Blog 9 small change: your curriculum vitae

Blog 10 small change: your emotional intelligence

Blog 11 small change: your reputation

Blog 12 small change: you, three years from now

Blog 13 small change: your purpose, strategy & behaviour (PSB)

Blog 14 small change: your soft p&l

Blog 15 small change: your 7 career options

Blog 16 small change: your relationship grid

Blog 17 small change: you are not a human capital asset

Blog 18 small change: your 7-step job search plan

Blog 19 small change: your 3-step interview plan (1)

Blog 20 small change: your 3-step interview plan (2)

Blog 21 small change: your 3-step interview plan (3)

Blog 22 small change: your job search funnel

Blog 23 small change: your reactive job search

Blog 24 small change: your proactive job search

Blog 25 small change: your first 100 days

Blog 26 small change: your operating board

Blog 27 small change: your main board

Blog 28 small change: your CEO, or you

Blog 29 small change: your CFO, or you

Blog 30 small change: your non-executive chair, or you

Blog 31 small change: your NEDs, or you

Blog 32 small change: your GC or you

small change

Seven principles

Principle 4

A shared Organisation PSB

shared purpose,
strategy
and behaviour in your organisation
is key to its success

Blog 32 small change: your GC, or you

your GC or you

Your GC (or you) is your General Counsel who usually attends your main board’s meetings and always do so if they double as Company Secretary.

Your GC is a solicitor – an Officer of the Court – and, in the UK, is regulated by The Solicitors Regulation Authority (SRA) which requires under STaRS Principle 3 that your GC acts “independently”.

In my view – and there are many who disagree with me (see social media):

The purpose of your GC is to enable better decisions and outcomes via your main board through excellent legal counsel and process
Your GC should report to your main board via your Chair, not to your CEO and never to your CFO
Your GC’s status as an Officer of the Court should be noted in their employment contracts i.e. they are “different” to other employees
Your GC should waive all bonuses and LTIPs (Long Term Incentive Plans) as these constitute a potential conflict. They could be paid more basic pay to compensate.
Your GC should tell, not ask, your board what legal counsel and process it needs to achieve its strategy and how much that costs, say $10 for 10 “things”
If your main board says it only has $7 for Legal, then your GC should only deliver 7 things for $7 and NEVER do the “diving catch” for the other three things and never, but never, agree “do more for less” as if they had been doing less for more all along
If your GC leads a team then they must ignore their legal training which eschews “feelings” since you can’t lead without high EQ which demands a deep connection with your feelings
Your GC should never be bullied by anyone in the organisation and if they are they should be able to call on the support of the law and their colleagues in the profession. Members of your main board should be positively petrified to bully your GC.
Your GC should use a strategic legal target operating model in its dealings with your main board
Your GC should work with private practice and “new law” to reframe their relationship with your main board
GCs should be mindful that they have a huge opportunity as enablers of ESG decision-making. ESG is not a fad. It’s here to stay.
If commercial lawyers – your GC and their private practice advisers – do not relaunch themselves and their model society will lose patience and do it for them.

What if a curious Martian, with no knowledge of legal services but immediate access to terabytes of data, landed on Earth and asked three questions:

Why were all the lawyers – who are Officers of the Court – not able to prevent or reduce the scale the Global Financial Crash in 2008 and all the major major corporate scandals in recent years?
Why do some Earthlings treat their lawyers so badly?
Why do some Earthling lawyers treat their colleagues so badly?

The Martian will have scanned in a nano-second, inter-alia:

Over the last 15 years, I have worked with scores of lawyers in-house and out and spoken and written on matters relating to lawyers as leaders including the following available at https://www.ciaranfenton.com/downloads-tools

Modern Legal Practice Quarterly: GC role and purpose: a revolution, not evolution, is needed by business and society
The Law Society of Ireland Annual In-House Conference 2019, Dublin: Building relationships at a time of “change & upheaval”
IACCM Conference 2019, Madrid: Boardroom decision-making under stress: the impact on hard and soft contracts
Managing Partners Forum speech 2019: The Future of the Partnership Model
Pamphlet: The GC/CEO Relationship Post Global Financial Crash: Flourish or Flounder? (PDF) also on Amazon

I believe that society increasingly feels that lawyers have disconnected their purpose from a focus on “the rule of law”.

Have you?

Ciarán Fenton

small change: your NEDs, or you

small change

Ciarán Fenton

How small changes in your behaviour have a big impact on how you work, lead or follow

That’s the working title of a book I’m writing, initially as a series of short blogs.

Blog 1 small change: seven principles

Blog 2 small change: your career is a unique business

Blog 3 small change: your soft balance sheet

Blog 4 small change: your D Liability

Blog 5 small change: your timeline

Blog 6 small change: your formative years

Blog 7 small change: your A asset

Blog 8 small change: your career equity

Blog 9 small change: your curriculum vitae

Blog 10 small change: your emotional intelligence

Blog 11 small change: your reputation

Blog 12 small change: you, three years from now

Blog 13 small change: your purpose, strategy & behaviour (PSB)

Blog 14 small change: your soft p&l

Blog 15 small change: your 7 career options

Blog 16 small change: your relationship grid

Blog 17 small change: you are not a human capital asset

Blog 18 small change: your 7-step job search plan

Blog 19 small change: your 3-step interview plan (1)

Blog 20 small change: your 3-step interview plan (2)

Blog 21 small change: your 3-step interview plan (3)

Blog 22 small change: your job search funnel

Blog 23 small change: your reactive job search

Blog 24 small change: your proactive job search

Blog 25 small change: your first 100 days

Blog 26 small change: your operating board

Blog 27 small change: your main board

Blog 28 small change: your CEO, or you

Blog 29 small change: your CFO, or you

Blog 30 small change: your non-executive chair, or you

Blog 31 small change: your NEDs, or you

small change

Seven principles

Principle 4

A shared Organisation PSB

shared purpose,
strategy
and behaviour in your organisation
is key to its success

Blog 31 small change: your NEDs, or you

your NEDs or you

Your NEDs, or you, are the non-executive directors on your main board. “Non-executive” means that they should not be involved in the day-to-day running of the business which is carried out by your operating board. I say “should not” because some NEDs attempt to be both CEO and Chair and shouldn’t.

Equally, some NEDs behave as if they have only influence and no power. The law is clear on this point: it draws no distinction between executive and non-executive directors in terms of duties.

You can Google the role and responsibilities of NEDs. You will find that there are courses galore (including my own) on how they should act and behave but it all boils down to one requirement which you will not see in any legislation or guidance:

The executive directors should feel, just a tad, scared of all their NEDs.

Healthy fear is a noble feeling. We feel it when we approach speed cameras, the police, and our boss if they are good leaders.

The new FRC Corporate Governance Code 2018 and accompanying Guidance is as good a guide as any NED needs to understand the fundamentals. The Guidance is particularly helpful in fleshing out key issues.

But the Code doesn’t or can’t address the individual behaviour change needs of each NED who are also unique career businesses with their own career equity.

The most common behaviour change need I encounter with NEDs is to “own” their power, fully.

Had all the NEDs on the boards of the key banks before 2007, and those on the boards of companies hit by major corporate scandals before and after the Crash had used their power, much pain, suffering and economic damage would have been avoided, most of which pain was experienced by those genuinely with no power or voice in those boardrooms.

New NEDs are particularly prone to imposter syndrome, even and sometimes especially those who would have been regarded as “very tough” CEOs or CXOs in their corporate careers.

Their lack of confidence stems more often from an unaccustomed feeling that they don’t or can’t control the board. They are used to wielding power. Now they feel they have none.

They play a zero-sum game: if I can’t run this, then who am nothing.

But there is a mid-point between feeling the need to have total power and none and that is: influencing from a position of power.

In 2016 I covered some of these issues in a pamphlet: The Seven Deadly Sins of Nascent NEDs available here on Amazon.

Your power as a NED is derived from law.

Use it, or lose it and we all lose.

Ciaran Fenton

small change: your non-executive chair, or you

small change

Ciarán Fenton

How small changes in your behaviour have a big impact on how you work, lead or follow

That’s the working title of a book I’m writing, initially as a series of short blogs.

Blog 1 small change: seven principles

Blog 2 small change: your career is a unique business

Blog 3 small change: your soft balance sheet

Blog 4 small change: your D Liability

Blog 5 small change: your timeline

Blog 6 small change: your formative years

Blog 7 small change: your A asset

Blog 8 small change: your career equity

Blog 9 small change: your curriculum vitae

Blog 10 small change: your emotional intelligence

Blog 11 small change: your reputation

Blog 12 small change: you, three years from now

Blog 13 small change: your purpose, strategy & behaviour (PSB)

Blog 14 small change: your soft p&l

Blog 15 small change: your 7 career options

Blog 16 small change: your relationship grid

Blog 17 small change: you are not a human capital asset

Blog 18 small change: your 7-step job search plan

Blog 19 small change: your 3-step interview plan (1)

Blog 20 small change: your 3-step interview plan (2)

Blog 21 small change: your 3-step interview plan (3)

Blog 22 small change: your job search funnel

Blog 23 small change: your reactive job search

Blog 24 small change: your proactive job search

Blog 25 small change: your first 100 days

Blog 26 small change: your operating board

Blog 27 small change: your main board

Blog 28 small change: your CEO, or you

Blog 29 small change: your CFO, or you

Blog 30 small change: your non-executive chair, or you

small change

Seven principles

Principle 4

A shared Organisation PSB

shared purpose,
strategy
and behaviour in your organisation
is key to its success

Blog 30 small change: your non-executive chair, or you

your non-executive chair

Your non-executive chair (or you) chairs your main board and should do three things:

Decide when to sack the CEO
Take full responsibility for governance
Ensure the board is “effective”

A strong Chair will know when to sack the CEO and make it happen. It’s difficult for others to do so.

A weak Chair is a disaster for a board because the CEO, in that case, is de facto Executive Chair and CEO. That combination is not good for the organisation or anyone in it.

Weak Chairs abound because the entire non-executive world is systemically weak. If it were strong there would be fewer corporate scandals and, arguably, we would not have had a Global Financial Crash in 2008, or at least its scale would have been considerably less.

The Chair is responsible for governance and, in the UK, the new FRC Corporate Governance Code 2018 and accompanying Guidance is as good a guide as any for all chairs, even if your organisation is not required to comply with its provisions. These are excellent and useful documents.

The only problem with the new FRC Code that it must assume strong chairs will apply it. And they don’t.

“Board effectiveness” is an irritating use of language because it panders to management-speak by converting an adjective to a noun.

Mangement-speak uses distancing nouns like effectiveness and engagement instead of adjectives like effective and engaging because the latter require us to take more responsibility for their veracity.

Your chair (or you) is responsible for ensuring that your Board is effective.

The most effective boards are those where the Chair creates an environment in which members feel they can ALWAYS call out behaviour they feel is inappropriate or address ANY issue. An effective board is one where fear is absent. It’s that simple.

How does your Chair (or you) score on this measure?

Ciarán Fenton

small change: your CFO, or you

small change

Ciarán Fenton

How small changes in your behaviour have a big impact on how you work, lead or follow

That’s the working title of a book I’m writing, initially as a series of short blogs.

Blog 1 small change: seven principles

Blog 2 small change: your career is a unique business

Blog 3 small change: your soft balance sheet

Blog 4 small change: your D Liability

Blog 5 small change: your timeline

Blog 6 small change: your formative years

Blog 7 small change: your A asset

Blog 8 small change: your career equity

Blog 9 small change: your curriculum vitae

Blog 10 small change: your emotional intelligence

Blog 11 small change: your reputation

Blog 12 small change: you, three years from now

Blog 13 small change: your purpose, strategy & behaviour (PSB)

Blog 14 small change: your soft p&l

Blog 15 small change: your 7 career options

Blog 16 small change: your relationship grid

Blog 17 small change: you are not a human capital asset

Blog 18 small change: your 7-step job search plan

Blog 19 small change: your 3-step interview plan (1)

Blog 20 small change: your 3-step interview plan (2)

Blog 21 small change: your 3-step interview plan (3)

Blog 22 small change: your job search funnel

Blog 23 small change: your reactive job search

Blog 24 small change: your proactive job search

Blog 25 small change: your first 100 days

Blog 26 small change: your operating board

Blog 27 small change: your main board

Blog 28 small change: your CEO, or you

Blog 29 small change: your CFO, or you

small change

Seven principles

Principle 4

A shared Organisation PSB

shared purpose,
strategy
and behaviour in your organisation
is key to its success

Blog 29 small change: your CFO, or you

you as cfo main board copy

you as cfo ops board

Your CFO is the chief financial officer in your organisation.

“Chief” means that they outrank everyone else when it comes to “the numbers”.

Every number.

They are responsible for signing off budgets, accounts and they control cash.

In addition, they have a key strategic role: they must confirm, or not, whether the agreed strategy stacks, financially. No one else can or should make that call.

I have a soft spot for CFOs. I was “cajoled” into a cost and management accounting traineeship after university and hated every minute of it, initially. Begrudgingly, I made peace with it by the age of 29 by which stage I was a Financial Controller before moving into my first divisional managing director role.

I will never forget the evenings, the all-nighters, and week-ends in my twenties spent doing budgets, reconciling accounts and preparing “the monthly pack” fort the board: Balance Sheet, P&L and Notes.

I will also never forget my first bank reconciliation, the first of hundreds of “bank recs” I did, and what happened when I presented it proudly to my boss. “Does it balance” he – for t’was a he – asked. “Yes” says I. “No, it doesn’t” said he. “Well it’s only a few quid out” says I. “Well, a few quid could be the net of umpteen debit or credit entry errors either way – including one just a few quid short of £1m. Couldn’t it?” says he. “Do it again!”.

I did. He was right. There were loads of posting errors – some huge. And they did net out to “a few quid”.

An appreciation of the power, beauty and elegance of the double-entry accounting system has never left me since. My training and experiences as an accountant in those early years still come in useful in my work with leaders and boards.

CFOs know, inter alia, three important things:

There are no shortcuts in accounting. It will take as long as it takes.
Numbers which are “buried” will, almost certainly, “rise again”.
A provision is a thing of grandeur.

CFOs can also have serious blind-spots:

Since they are usually inexperienced in other functions especially sales, marketing, and IT, they sometimes fail to listen to people who do know what they are talking about, leading to painful re-forecasting at best and serious business injury at worst. Once, when I led a division, I put in a marketing budget of x leading to sales of y. The CFO “persuaded” me to put my name to a marketing budget of z (significantly less than x) but with original sales target y. Inevitably, at every management meeting, there were “brackets around” my name and the CEO would use the dreaded “D-word”: “Ciaran’s variance this month is disappointing, again…”.
Some are not good leaders. They don’t lead their teams well and don’t value the art and science of leadership.
Others who are good leaders, and later become CEOs, don’t understand that they can’t cherrypick the aspects of the CEO role that they like best. Some struggle and retreat into their beloved spreadsheets and don’t allow their successor CFOs to do their jobs resulting in a weak CEO and weak CFO. A killer combination.

Does any of the above chime?

Ciarán Fenton

small change: your CEO, or you

small change

Ciarán Fenton

How small changes in your behaviour have a big impact on how you work, lead or follow

That’s the working title of a book I’m writing, initially as a series of short blogs.

Blog 1 small change: seven principles

Blog 2 small change: your career is a unique business

Blog 3 small change: your soft balance sheet

Blog 4 small change: your D Liability

Blog 5 small change: your timeline

Blog 6 small change: your formative years

Blog 7 small change: your A asset

Blog 8 small change: your career equity

Blog 9 small change: your curriculum vitae

Blog 10 small change: your emotional intelligence

Blog 11 small change: your reputation

Blog 12 small change: you, three years from now

Blog 13 small change: your purpose, strategy & behaviour (PSB)

Blog 14 small change: your soft p&l

Blog 15 small change: your 7 career options

Blog 16 small change: your relationship grid

Blog 17 small change: you are not a human capital asset

Blog 18 small change: your 7-step job search plan

Blog 19 small change: your 3-step interview plan (1)

Blog 20 small change: your 3-step interview plan (2)

Blog 21 small change: your 3-step interview plan (3)

Blog 22 small change: your job search funnel

Blog 23 small change: your reactive job search

Blog 24 small change: your proactive job search

Blog 25 small change: your first 100 days

Blog 26 small change: your operating board

Blog 27 small change: your main board

Blog 28 small change: your CEO, or you

small change

Seven principles

Principle 4

A shared Organisation PSB

shared purpose,
strategy
and behaviour in your organisation
is key to its success

Blog 28 small change: your CEO, or you

you as ceo main board

your as ceo ops board

Your CEO is (or you are), and it’s worth pointing out the obvious because some forget it and others ignore it, the chief executive officer in your organisation. ‘Tis clear. Unambiguous. It is, as they say, “what’s on the tin”. The keyword is “Chief”. Just reflect, briefly, on the word “chief” before reading on.

Your CEO does three things and three things only. Or should.

Help the people they lead to thrive
Lead on a shared purpose, strategy and behaviour
Honour all stakeholders

I have worked with scores of CEOs, all of them driven but each of variable IQ and EQ, and few do all three things well.

Some are brilliant at No2 and less so at 1 and 3, except in delighting shareholders, of course.

All, except the pathological and narcissistic and I have met a few of those, are capable of so much more if they made small changes in their behaviour in their three responsibilities:

Help the people they lead to thrive

CEOs don’t lead everyone in an organisation. They may and should inspire all but they lead or should lead, only a few – the people on their operating board.

Small change: find out what each person on your board needs to thrive and help them meet their needs. This is tough work. It’s emotionally demanding. You may not even like them. You don’t have to. But your job is to help them be the best they can be.

Lead on purpose, strategy and behaviour (PSB)

It’s your job to ensure that the people at the top of your organisation agree on a shared purpose, strategy and behaviour to implement the plan.

The keyword here is “shared”. Most boards I work with have not gone through the pain of negotiating with each other a shared purpose, and consequently, their strategy is misdirected and their plans often go awry.

Small change: don’t write your business plan until your organisation’s PSB is shared by all on your main and operating boards. This too is hard work.

Honour all stakeholders

You must maximise profit (P) but not at the cost of the environment, society and governance (ESGP). It’s that simple.

Small change: embrace ESGP now. The ESG trend is not going away.

Once upon a time, I worked with a CEO who was a self-confessed micro-manager. He had high EQ. He knew that his behaviour stemmed from his formative years’ experiences. He was not allowed to fail when growing up. Ever. The consequences for him were severe if he did. If we don’t allow our children to fail, they will grow up to be micro-managing CEOs. In our work together he agreed to make a small change in his behaviour: to micro-manage 10% less, i.e. ten times out of every hundred interactions. He was so driven that he proudly reported not just a 10% reduction but a minimum of 20% reduction in his micro-managing behaviour. And it was true. His board were happier, he had more time because micro-managing eats time and, crucially, he learned that he could trust his board members more. This was a win-win-win. A win for him, for his colleagues and his organisation.

Do you know any micro-managing CEOs?

Are you one?

Ciarán Fenton

small change: your main board

Blog 2 small change: your career is a unique business

Blog 3 small change: your soft balance sheet

Blog 4 small change: your D Liability

Blog 5 small change: your timeline

Blog 6 small change: your formative years

Blog 7 small change: your A asset

Blog 8 small change: your career equity

Blog 9 small change: your curriculum vitae

Blog 10 small change: your emotional intelligence

Blog 11 small change: your reputation

Blog 12 small change: you, three years from now

Blog 13 small change: your purpose, strategy & behaviour (PSB)

Blog 14 small change: your soft p&l

Blog 15 small change: your 7 career options

Blog 16 small change: your relationship grid

Blog 17 small change: you are not a human capital asset

Blog 18 small change: your 7-step job search plan

Blog 19 small change: your 3-step interview plan (1)

Blog 20 small change: your 3-step interview plan (2)

Blog 21 small change: your 3-step interview plan (3)

Blog 22 small change: your job search funnel

Blog 23 small change: your reactive job search

Blog 24 small change: your proactive job search

Blog 25 small change: your first 100 days

Blog 26 small change: your operating board

Blog 27 small change: your main board

small change

Seven principles

Principle 4

A shared Organisation PSB

shared purpose,
strategy
and behaviour in your organisation
is key to its success

Blog 26 small change: your main board

your main board

Society, through its laws, grants your organisation a mandate to trade as a separate legal entity under the stewardship of your main board of directors who are appointed in accordance with those laws.

The nature of the mandate granted by society to organisations is undergoing rapid change in the 21st. Century.

Society is concerned about the conduct of boards – their behaviour over time – in respect of the impact of their decisions on the environment, society, and governance – ESG for short.

All the members of your operating board, which runs your organisation on a day-to-day basis, are not required to be legal directors of your organisation, although in many organisations “the real power” rests with the operating board, behaviourally.

Apart from in the smallest of SMEs, most CEOs, CFOs, and frequently COOs who sit on your operating board will also sit on your main board alongside non-executive directors.

In addition, your main board may have a company secretary. Sometimes, the General Counsel for your organisation will act as its Company Secretary.

Usually, your operating board will agree a target operating model (TOM) and a business plan to deliver it and seek your main board’s approval for that business plan and then your main board will oversee the implementation of that business plan over the life of the plan.

The behavioural issues which arise on your operating board, (already set out; see link), also arise on your main board. In addition, I have found the following issues are common on main boards:

systemic absence of a shared organisation purpose, strategy and behaviour plan (Organisation PSB); by systemic I mean the PSB is driven by (usually) one person
lack of clarity on personal PSBs, intentional or not
significant conflict between Personal PSBs and Organisation PSB
no process for managing disagreement or “calling out” unacceptable behaviour
institutionalised bullying
supine NEDs
shareholders ignoring ESG and acting as if their investment creates their mandate

If I were to pick just one of the above as the standout issue on main boards it would be “supine NEDs”. By that, I mean NEDs who choose not to, or are afraid, to exercise their legal powers.

Frequently in my facilitation workshops, I’m told by NEDs that they have “influence but not power”, despite the fact that The Companies Acts make no distinction between executive and non-executive directors in respect of their duties.

Failure by NEDs to challenge their executive directors is at the heart of many company failures, corporate scandals and, in large part, of the Global Financial Crash in 2008.

How many NEDs on your main board would you say are supine?

Ciarán Fenton

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