If conduct is defined as “observed behaviour over time” then the conduct in your boardroom must be the observed good, poor or bad behaviour of you and each of your director colleagues, over time.
But who’s to decide what good, poor or bad is? And why have I not allowed room for calibrations like “satisfactory”, “excellent” and, wait for it, “outstanding”?
Good is good; poor is poor and bad is bad, provided you and your colleagues have a shared view of what those words mean in your boardroom. But the other words imply a comparison with others which can’t be done accurately and are therefore meaningless in this context.
Your board exists only in law. The word board is defined in the Companies Acts. But your board doesn’t and cannot “conduct itself”.
Board conduct is used as a term because it’s easier to say than saying “my conduct as a director is a function of my behaviour in the boardroom over time and our aggregate behaviour over time constitutes, in shorthand, our board’s conduct”
That doesn’t quite roll off the tongue, does it? But that doesn’t mean it’s not true. Moreover, the reason we use shorthand and management speak is because plain simple English would expose our fears.
And our fear is that if you own up to the truth about what goes on in in your board room you will he exposed and vulnerable because some people in the boardroom won’t play fair.
This argument would stack if the current arrangement were delivering results. It isn’t. You are more vulnerable in your dysfunctional boardroom – if it is – now than you would be if you all were to sign up to the fact that your board’s conduct is a function of your individual behaviour.
And what might incentivise you to take what might be considered to be a politically foolhardy step? The answer is threefold:
First, there is a direct correlation between good conduct and effective boards. It’s in your personal interests to have an effective board rather than an ineffective one. Sorry to state the obvious.
Second, it is in the interests of your organisation and society, which allows you to operate, that your board is effective.
Third, your mental health and wellbeing – and that of your colleagues and people in your organisation – is directly dependent on the quality of your behaviour and your colleagues behaviour in your boardroom.
The last point above is the most important one of the three because it is the foundation of the other two.
So, what constitutes good, poor or bad behaviour in your boardroom?
For example, some of your colleagues may not share your definition of bullying behaviour. Some might take the view that they are merely “not suffering fools, taking no prisoners, or calling a spade a spade”. And other similar code for thuggery.
I don’t believe, for a second, that there is any room whatsoever for intellectual discourse on the definition of bullying at home, school, work or in your boardroom. If you are struggling to understand the term, chances are you are a bully.
Conduct is not a word we heard much about until after the Global Financial Crash. In the UK the government established The Financial Conduct Authority to tighten regulation on the conduct of banks.
I’m not sure how successful the FCA has been but I do know that the use of the word conduct in its title has been a mixed blessing. Good because it raises awareness of conduct generally and bad because the minute you give a noun a capital letter in business you half its power.
Your board exists to take collective decisions. The quality of those decisions depend on your conduct and that of your colleagues. That conduct is about your and their behaviour over time. Is yours good, poor or bad?