7 statements a Chair is least likely to welcome in a board evaluation, but should…

Fantasy letter to a Chair from a board evaluator:

Dear Chair,

While I’m sure you will find a way of asserting in next year’s annual report, as you did last year, that your Board complies with FRC/QCA/Wates codes and principles I feel I should draw your attention to the following seven statements by members of your board made during the course of my evaluation:

– while we may comply with the code, behind the scenes the board is utterly & behaviourally dysfunctional

– the Chair is too weak/too overbearing/in post too long

– excellent recommendations from last year’s board evaluation were not implemented because they would have increased external oversight

– we don’t believe in all this ESG stuff and are totally sick to the teeth of ‘purpose’.

– some of the NEDs are lazy, don’t read the papers and terrified of challenging the Chair because they feel lucky to be NEDs at all

– most of the key decisions are made before board meetings; I wouldn’t be surprised if the minutes are too

– [Interestingly] I want us to ‘do’ ESG well but the board doesn’t know how

Of course this list will never see the light of day nor will it be addressed by your board.

But it does raise the question as to the return on investment in your board evaluation process and the value of your Corporate Governance statement in your Annual Reports.

For sure the codes force you through a public corporate governance process and “to comply or explain” and, at a level, to reassure stakeholders that the basics are in place, and while you do privately address some matters arising, it’s a lot of work and expense if it doesn’t lead to a measurable increase in board decision-making performance. For if not that, what is your board for?

What if this year, Chair, you took a different approach and since you have total control and responsibility over corporate governance you were to issue the following memo to your directors:

Memorandum

To: Main Board Directors, GC/CoSec

From: The Chair

Subject: The Board Evaluation Process

Colleagues,

I’m concerned that the ROI from our annual board evaluation process in terms of time and money is too low. Our decision-making performance is not measurably improving.

In recent years all three codes and principles – FRC/QCA/Wates have been updated and are excellent frameworks for reflection.

But despite regulators’ appeal to us not to take a tick box approach, we do. We will in this year’s annual report, as we did last year, assert that we comply – in our case – with the QCA code. It would be odd, would it not, if we didn’t?

And yes, last year, we did privately address some of the matters raised by the evaluator but, hand on heart, we didn’t address any of the sensitive issues, did we?

For example, I happen to know that some directors are unhappy with my performance and that of some of the NEDs but that has not been addressed at all.

Nor has the complaint from some NEDs, including me, that the CEO and the CFO sometimes tightly manage the board pack to the point of censorship.

I’m also concerned that the GC/CoSec, who is meant to be independent under SRA regulations, just isn’t as they report to the CEO and not to me. You all will have witnessed evidence of the impact of this on some key legally and ethically borderline decisions we made last year.

The QCA code we use is excellent but we waste it. Not this year.

So while nothing will change in our Annual Report, because we don’t make the reporting rules, everything will change in the matters arising process. The evaluator will facilitate a closed-door, no minutes, no-holds-barred series of workshops on matters arising.

For a start, we willl spend far more time this year debating the first three Principles of the QCA Code:

1. Establish a strategy and business model which promote long-term value for shareholders

2. Seek to understand and meet shareholder needs and expectations

3. Take into account wider stakeholder and social responsibilities and their implications for long-term success.

We have a clear strategy and business model – but let’s not kid ourselves: it’s resolutely short-term.

We all know that we pander to some shareholders and ignore others.

As for “wider stakeholders” we know we haven’t gone through the pain of changing from a shareholder to a stakeholder model . Have we?

Next year I want to see a measurable increase in our decision-making performance under the QCA Code.

End of Memo.

Chair, what’s stopping you from sending a Memo like that?

Yours sincerely,

Your Board Evaluator

Ciarán Fenton

Should HM Cabinet comply with Wates-type governance Principles?

The Cabinet Manual, published by the The Cabinet Office is “a guide to laws, conventions and rules on the operation of government. Chapter 4 puts us in no doubt that the PM can run Cabinet as he or she sees fit:

4.6 Cabinet is established by convention and
does not have specific terms of reference or
powers laid down in legislation.
4.7 The Prime Minister determines and
regulates the procedures of Cabinet,
including when and where meetings take
place…

https://assets.publishing.service.gov.uk/government/uploads/system/uploads/attachment_data/file/60641/cabinet-manual.pdf

Even following public rebukes, as Mr Blair received in The Chilcot Report for “sofa style” government during the Iraq War, nothing has changed in the governance of the Cabinet as result of these rebukes.

Some may reasonably argue that it would impossible for Prime Ministers to “get things done” if their hands were tied by complex governance rules or that good decision-making processes necessarily lead to good decisions.

However the purpose of good governance is not to tie hands but create an environment of disciplined decision-making some of which decisions may be wrong but not wrong because of the process.

So, what if the current Cabinet under the the Chairmanship of Prime Minister Jonson were to undertake an immediate “snap” board evaluation and remedial action of matters arising at this time of national crisis using the six Wates Principles as a guide?

I choose The Wates Principles because they are the closest and most appropriate of the three codes currently available to the Cabinet’s analogous corporate modus operandi: a large private company.

Here’s a back-of-an-envelope evaluation of the current Cabinet using the main requirements of The Wates Principles as a guide:

Principle 1 Purpose, Culture & Values, Strategy

While I may disagree with the current purpose of Mr Johnson’s cabinet I can’t accused him or it of lack of clarity on this especially in relation to Brexit and COVID-19. And to be fair, most Cabinets are clear on these, like them or not.

But might we all not be safer and better off if there were rules of governance around Cabinet development and execution of strategy in the achievement of its purpose as set out in its manifestos?

Such rules might have avoided oven unready Brexit deals and COVID-19 strategies that fail.

Principle 2 Board Composition

The Wates Principles states that “effective board composition requires an effective chair  and a balance of skills, backgrounds, experience and  knowledge, with individual directors having sufficient  capacity to make a valuable contribution. The size of a  board should be guided by the scale and complexity of  the company”.

Few would argue that some of the best talent on the Tory benches were sacked and that the current Cabinet was chosen for its hard Brexit stance rather than ability. I don’t deny it would be tricky to draft a piece of Cabinet Governance that addressed this issue but a rule requiring some form of “hearing” system on Cabinet appointments would go some way to forcing a Prime Minister to assemble a Cabinet of the best available talent.

Principle 3 Directors Responsibilities

One aspect covered in this Principle that relates to Cabinet is “effective decison-making and independent challenge”. The Chilcot Report highlighted the fact that some Cabinet members were afraid to challenge Mr Blair on the basis that he had won them three elections and must be right. Mr Johnson appears to have chosen Cabinet members likely not to challenge him and his alleged enforcer Mr Cummings. Surely some form of Cabinet Governance could at least reduce the likelihood of this happening?

David Owen in his book Cabinet’s Finest Hour writes “It is the strength of Churchill’s period as wartime Prime Minister that he did not try to bypass either Cabinet or Parliament”. Would we not feel safer if there were rules in place to prevent a Prime Minister even trying?

Principle 4 Opportunity & Risk

There appears to be no rules around risk management in Cabinet. Is there even a risk register? At any stage was the risk of a no deal Brexit RAG-ed RED? Are the risk pros and cons of each key decision discussed and minuted? I suspect not and the “Red Risks” mount.

Principle 5 Remuneration

I hold the unpopular view that cabinet ministers should be paid at least as well as highest paid civil servant.

Principle 6 Stakeholder Relationships and Engagement

Perhaps this is the area that deserves most attention in any cabinet governance review. There appears to be no scrutiny of cabinet governance, little or no reporting from it or on it and no attempt to connect the purpose of cabinet with the purpose of parliament in meaningful relationship management and engagement.

That’s a quick canter through the six headings as they might relate to Cabine Governance. It may be naive to expect any Prime Minister to agree to a new Cabinet Governance Code which might tie their hands but surely The Cabinet Manual could be at least updated with stronger guidance that would protect us all from poor governance in government?

It’s odd, is it not, that successive governments have pushed for improved corporate governance codes leading to the well received updated FRC Code 2018, the current QCA Code and The Wates Principles but has not got its own house in order?

Ciarán Fenton

After many years practising as a generalist leadership consultant working with leaders, boards and teams I’m now focused on facilitating board evaluations using FRC, QCA and Wates codes and principles as well as ESG awareness. Endorsements for my work can be seen here: https://www.linkedin.com/posts/ciaranfenton_please-can-you-like-this-if-you-would-be-activity-6722128127906091008-5HZB

QCA board evaluations: a framework for AIM boards to respond to the ESG trend

It’s unlikely that quoted companies using the QCA code will want to report anything other than they have adopted the QCA Code and are compliant with all of its Principles and that Disclosures required by the QCA Code have been made both in their annual report and website.

They could also use their evaluations at this time of change in societal attitudes as an opportunity to improve board decision-making performance in relation to the primarily behavioural QCA Principles, especially 3, 7, 8, & 9 which include taking into account “wider stakeholder and social responsibilities”; seeking “continuous improvement” in board performance; promoting a corporate “culture that is based on ethical values and behaviours” and supporting “good decision-making processes” by the board.

The verbs used in these QCA Principles create a low bar for compliance: taking into account, seeking, promoting and supporting.

Much harder is creating an environment in which decision-making behaviour by each director ensures that these Principles are lived rather than ticked.

The incentive for living the Principles is strong: at a time of pandemic society, which grants business its mandate to trade, will look for higher standards of behavior from directors in these behavioural areas as business becomes more part of the S in ESG than apart from it.

Those companies taking advantage of COVID financing and furlough schemes will find that many of their employees, customers, suppliers and ESG-minded investors will expect them to pay more attention to ESG related Principles and, where required, to report properly on compliance with Section 172 of the Companies Act 2006 which requires directors to have regard to issues beyond shareholder return. The QCA Principles can enable compliance with S172.

If the board steps back and finds a shared language to express its wider purpose within society, then it’s more likely that it will comply with Principle 3, and mean it.

If each director were to negotiate and “trade” small changes in their behaviour as reasonably requested by colleagues then the aggregate impact on performance of these small changes would have a big impact on outcomes and enable easy compliance with Principle 7 along the way.

If ethics were promoted as a company-wide responsibility and not someone’s job title and people were given permission to call out ethical misbehaviour then Principle 8 would be lived rather than ticked.

If your board appointed a Devil’s Advocate by rotation at each board meeting with permission to challenge anything said at that board meeting by anyone, then adherence to Principle 9 on decision-making could be, above all else, the potential saviour of the company in avoiding major risk events and spotting and exploiting opportunities earlier than they might.

But no code will make directors care about environment, society and governance issues, if they don’t. There was a time when this didn’t matter and to some extent that’s still the case.

But the zeitgeist suggests that directors who ignore ESG related Principles may be drinking in last chance saloon. At the very least they should consider the risks to themselves, if not the business, that they could be in for a hard time by investors, customers, employees, and the wider community – if not the regulator – after last orders.

Your QCA evaluation can create a framework for behavioural change, not just compliance.

Ciarán Fenton

After many years practising as a generalist leadership consultant working with leaders, boards and teams I’m now focused on facilitating board evaluations using FRC, QCA and Wates codes and principles as well as ESG awareness. Endorsements for my work can be seen here: https://www.linkedin.com/posts/ciaranfenton_please-can-you-like-this-if-you-would-be-activity-6722128127906091008-5HZB

Should board behaviour evaluations under FRC/QCA/Wates be substantially oral, not written?

In an ideal world boards should focus on fixing the matters arising from their board evaluations. They don’t because the purpose of board evaluations of many boards, despite pleas by regulators, is to tick boxes for annual reports and/or to use them as sticks to beat colleagues.

Even organisations who pride themselves on carrying out rigorous board evaluations including on behaviour issues can miss important systemic weaknesses because of the key limitation of written board evaluations: fear of writing down, for example, the belief by most directors that the CEO, CXO or Chair is a narcissistic bully who brooks no challenge. Delete as appropriate.

The collapse of Carillion is a chilling example of the limitations of written evaluations. Its annual report in 2016 noted that its board evaluation had “confirmed that the board, each of its committees and directors continue to be highly effective’.

I suspect there were were no boxes to tick on “recklessness, hubris & greed” in its (Carillon’s) board evaluation questionnaire because that’s precisely how the behaviour of the directors was described in the subsequent joint select committee inquiry.

To be fair to the Carillon evaluators they were and are not alone in struggling to cope with a UK governance structure which, despite widely acknowledged improvements in the FRC, QCA and Wates codes, nevertheless has failed to deal with the box ticking problem. Simply asking boards not to approach evaluations in that manner will not lead to compliance.

Which Chair will sign off an annual report which includes a statement from the board evaluation that they have low emotional intelligence, talk over colleagues at meetings, and don’t read the board papers?

Since boards will continue to publish broadly self congratulatory board evaluation statements where required to publish them and often ignore behaviour matters arising in confidential internal written board evaluations I propose they should, alongside current box ticking, use facilitated oral workshops to address behaviour issues if they are serious about improving board performance.

All but the most pathological Chairs and CEOs genuinely care about improvement in board performance especially at a time of pandemic and at a time when society, investors and customers are hyper alert to ESG defaults.

I propose three steps:

Step 1:

1-1 oral interviews with each director on board behaviour issues. No notes.

Step 2:

Facilitated oral plenary sessions of the board where key concerns on each other’s behaviour are aired and mediated. No notes.

Step 3:

As many 1-1 and plenary sessions as required to facilitate new ‘behaviour contracts’ between colleagues with due regard to legislating for the breach of these. No notes.

I have facilitated these steps and they work.

I agree that they won’t work with personalities “not for turning”. But in that case the board is already broken anyway and failure or a major “risk event” is only a matter of time.

Surely the pain of confronting the truth in private is worth it in the service of personal and shared purpose and that of society?

Ciaran Fenton

Lessons CEOs could learn from my mother, aged 90 today

My Mum is 90 today. She was born on September 22nd 1930. The Irish Times that day reported widespread gales, a tramcar accident in Dublin and the activities of a man called Hitler.

Mum was nine at the outbreak of World War II, a teenager at a boarding school in the forties, married in the early fifties and had seven children by the early sixties of which I was the sixth. 

She ran two small businesses in her lifetime. Her husband, our father, died over 34 years ago. Her daughter, our sister, died aged 57. She lived a full life against a backdrop of global and local socio-economic change the pace of which was unprecedented.

As soon as I came of age, and over the years since, I noticed one consistent pattern in her behaviour:

“Mind-ful-ness”

On one telephone call during the depths of lockdown, which she endured alone, I asked Mum how she was coping. I use “mind-ful-ness”, she said. Where did you hear about mindfulness, Mum, I asked. On the radio she said, “But I realise I’ve been using mind-ful-ness all my life.” She mouths the word as if it’s a made-up word. 

How do you do mindfulness, Mum, I asked. “Well, I concentrate completely on what I’m doing at the time I’m doing it.” she said, matter-of-factly. 

She has a wise saying for every situation and which saying she repeats as if spoken for the first time. Her mindfulness wise saying is this:

 “There’s only now and now is all there is”. 

I have read The Power of Now by Eckhart Tolle umpteen times and still struggle with “staying in the now”. Not so with Mum. It’s as if she were born with a “now” setting as standard. 

This habit extends into how she lives the minutiae of her life. She never puts anything down; she puts it away. She rarely, if ever, procrastinates. For example, she would preach to us the importance of writing thank-you notes immediately. “Get out your pen” she would say ” and write that thank you letter today”. 

I have a memory of her balancing her cheque book using, as was done back in the day, her cheque book stubs and not on an app, but with her Sheafer fountain pen, which like all her possessions – were few but of the highest quality and which she minded carefully. 

She always knew where she stood with money; she understood the importance of cash flow management in her businesses and how difficult it can be in hard times to manage those cashflows. She was very supportive of me in my business. I enjoyed our conversations about business because she knew what’s it’s like to juggle the peaks and troughs.

But her mindfulness is not just about the serious aspects of life. She loves life and at 90 is in great health and sharp as a tack. She is up to date on all matters political; loves music and can quote poetry and Shakespeare at length. If you say for example “To be or not to be, that is the question” she will quote the full speech, whether you want to hear it or not. 

Her favourite poem is The Old Woman of the Roads by Padraig Colum with its evocative lines and cadences “O! To have a little house…/To have a clock with weights and chains…/I could be quiet there at night…/Beside the fire…/And loth to leave/the ticking cock and shining delph…”.

On The Street Where You Live from My Fair Lady is her favourite song and she and Dad could dance to Strictly Come Dancing standards at a time when everyone could dance at that level.

“Funerals…” she would say, and after a long pause to check out if you were listening, and in a tone that suggested this was the first time she uttered those words, instead of the millionth, “…are for the living.” She’s not wrong.

“Neither a lender nor a borrower be”, she would say, endlessly. Enough said. 

But there is one saying that will always stick in my mind and which almost goes against the mores of her time when people didn’t necessarily speak openly about their emotions – the word love was not as ubiquitous as it is now – and it’s this:

“From the moment they open their eyes until the moment you close yours, you worry about them”. “Them” refers to her children.  

CEOs reading this, especially those with little knowledge of Irish history, might bear in mind that September 1930 was only nine years after Ireland became independent, the fight for which involved many women, and that Ireland isn’t even yet one hundred years a nation. It was against this background that she lived her 90 years. 

The development of the nascent Irish state in “getting up off its knees” relied heavily on the sacrifices of women like my mother and father to educate their children. Check out the boardrooms of many organisations in the UK and around the world today, and you will find many Irish men and women (less of the latter than should have been) whose characters were forged in the crucible of 60s & 70s Ireland. 

That’s not to say it was a time to be sentimentalised, nor am I saying my mother is a paragon of virtue different from the rest of us. Indeed there were times in my teens and twenties when I struggled to forgive her for not being perfect.

But I changed my tune when I had two children of my own to help raise – not seven. It ain’t easy. They don’t come with instructions. When I’m ninety, I hope mine are kind and forgiving of me. 

  • So, CEOs, there’s only now and now is all there is. What will you do with your now?

Mum – Happy 90th! You did your best, in “the now”. What more can one ask?

Lots of love,

Ciarán

“UK Plc” needs a facilitated virtual off-site, fast: my fantasy pitch

Imagine if the UK were a Plc and the Prime Minister its Group CEO then I would, this week, be pitching to him my facilitated virtual off-site program, which I piloted successfully during lockdown with a financial services client:

Dear Prime Minister,

UK Plc currently lacks a shared purpose (P), a shared strategy (S) to achieve that purpose and an agreed behaviour (B) plan to implement its strategy – a PSB, if you like an acronym.

This means that, even with your large majority, your administration is likely to end in tears in Downing Street as so many have done before you.

The difference this time is that not only do you risk failure on an unprecedented scale but in becoming the worst UK Plc Group CEO of all time because COVID-19 raises the bar considerably on how history will judge your legacy.

My virtual off-site program could help you avoid this disastrous outcome for UK Plc.

Back in the day I would have proposed that you spend two or three days in a country house hotel. You are spoilt for choice. Those I know include The Lough Erne in Enniskillen, Brooklands near London, The Celtic Manor in Newport and any number in Scotland.

But given COVID I wouldn’t, if I were you, risk a physical get together. Look what happened in Clifden last week? An EU Commissioner lost his job. Your off-site must make things better, not worse.

An off-site is designed for organisations “at a point of inflection” which is management speak for a dangerous crossroads. This week you are at a dangerous crossroads for what may seem like a not so obvious reason: the fuss about The Withdrawal Agreement has damaged you and your administration more than any other recent action because it means you have lost a type of trust you may not regain: trust that you will not knowingly risk peace. Knowingly is the key word.

You have created the impression that you will undermine peace, whether you intended to do so or not, and if you are willing to risk that impression your entire governance structure won’t be trusted at home or abroad as the backlash has demonstrated – particularly from the USA with which country you want to agree a trade deal in the fullness of time.

Your problem is, like all COVID-19 CEOs, that you need discretionary support from people at home and abroad at a time of pandemic. If you don’t garner that support your administration will struggle, despite your majority.  You now need to get everyone together and undo the damage by agreeing on a shared PSB for UK Plc over the next three crucial years.

Step 1 Agree your off-site participant list

Were you a Group Plc CEO I would propose three people from your main board and three from each of your “business units” – the four nations. Of course you have the tricky issue that England isn’t run like the other three nations (potentially part of your problem) so I propose you choose three mayors as a proxy – say Mr Burnham, Mr Khan and one other, perhaps? That would mean a participant group of 15 – a manageable off-site number.

Step 2 1-1 Zooms

Next I would conduct 15 x 90 minute 1-1 Zooms with each participant to establish their personal purpose, their personal strategy and their personal behaviour plan to achieve their purpose, on a strictly confidential basis.

Why does personal PSB matter? It matters because organisational psychology tells us that organisational purpose and personal purpose are interdependent. The success of your administration and of UK Plc is dependent on these (say) 15 unique personalities with their personal motivations, leadership approach and behaviour especially in how they behave with each other under stress.

The 1-1 Zooms are to help me facilitate the plenary sessions more adroitly and help me prepare each of the 15 to better contribute to those plenary sessions.

Step 3 Plenary sessions and follow up

Having completed the 1-1s I would facilitate as many 90 minute plenary sessions necessary to agree language on a shared purpose, strategy and behaviour plan (PSB) for UK Plc over the next few years.

Between each plenary session I would have further 1-1s with each participant and in addition I would use other technologies like Slido, What’s App and Slack to support productive interaction and mimic as far as possible over four or five weeks online what happens over two or three days offline. That said, it’s impossible to mimic what happens in the hotel bar.

There is little difference, I suspect, based on my experience of facilitating off-sites over many years, in the behaviour, conflicts and differences of opinion between members of boards and between politicians.

While I won’t be holding my breath waiting to hear your response in the unlikely event of your seeing this fantasy pitch, I’m convinced that unless you change your behaviour and that of your administration now in how it engages with the exhausting but essential process of agreeing a shared purpose for the UK at a time of pandemic then you, like all CEOs who avoid that type of pain, will come to deeply regret that failure but not half as much as those affected by it.

But, I dream on.

Ciaran Fenton

Back to work: how to lead scared, tired and remote teams by ditching human capital principles

Last week a client told me that people desperately need support returning to work.

They usually use the summer to refresh, she said, but were instead preparing kids for school/university which will be entirely new and different experiences; deciding to home-school or not; parents of children with special needs are especially struggling; there’s a constant anxiety about job losses or loss of colleagues; young people starting careers need help, she said. The list is endless.

That stress is exacerbated when people at work are in distributed teams where there is little opportunity to seek or find support. Leaders have to lead across back to back virtual meetings at a time of constant anxiety.

Journalist Fintan O’Toole captures this fear accurately: “Danger” he writes, “has made us more awake to the world around us than we have needed to be for generations”.

My client says that “We all need to make sure to be kind and generous as much as we can to everyone else and also to ourselves. It’s about micro-goals right now”, she added.

Hers is good advice, especially the part about being kind to yourself. Do you know how?

The overriding concern of leaders now is how to get done what needs to get done over the next three or four months, which will be “make or break”, for many.

I propose three steps:

Step 1: Reflect

Get everyone together as soon as possible and announce to them a three-stage process.

The first step is an opporutnity to reflect on what has happened; what the pandemic has meant for them as individuals in their private lives during lockdown, as members of society and as members of an organisation/function. Listen to their stories. Tell your own, allowing your vulnerability to show too. Don’t rush it.

In the coming weeks, there will be a pent up demand to share lockdown experiences, fears and hopes. You will not get this opportunity to regroup again. Everyone should get a chance to speak and don’t move on to the next step until everyone has done so.

If you can’t engage a facilitator, facilitate it yourself.

Step 2: Reframe

Next, lead a discussion on how your pre-COVID purpose, strategy and behaviour (PSB as I call it) should change. It would be odd if it shouldn’t.

Is your purpose still to maximise shareholder returns? What about pandemic related environment, society and governance (ESG) issues? Did you take government bailouts? Do you not owe more to society now? How has the virus affected your customers, suppliers and employees? How have their needs changed?

Having reframed your purpose, you must change your strategy to achieve that purpose. How will you express that new strategy? Make sure you make strategy a shared decision if you want to retain the discretionary effort of your teams. No amount of money, or threat of losing it, can buy discretionary effort. Only strong leaders attract it. While your organisation may survive for a while with threats of job losses it won’t sustain because you won’t get the creativity and innovation you absolutely need to get through the pandemic.

Step 3: Relaunch

Finally agree small behaviour change contracts with each other focused on achieving short-term “micro-goals”, as my client calls them, in the service of implementing your new shared strategy to achieve your reframed shared purpose.

By behaviour contracts, I mean explicit soft deals with each other in terms of day-to-day process, making sure that you legislate for the breach of those soft contracts since people are human and will make mistakes. You must agree in advance how mistakes can be called out without fear.

To take these three steps, you need to ditch, once and for all, outdated and wholly useless management principles:

Human capital: it doesn’t exist, never did. If it did accountants would have found a way to put it on balance sheets. Try as they might they haven’t succeeded because it’s impossible to own people except in slavery. And that’s illegal. If you approach the pandemic using human capital asset management principles you will fail because you will lose the respect of people at a time when you need that respect most


Human Resources Directors: while human resources technically exist, no one sees themselves as a human resource, least of all you. If anything, you are the HR Director. This is easy to address. Simply, change your HRD’s title to Chief of Staff and ask them to help you lead instead of abrogating your responsibility for people in your organisation to them


Top-down decisions: if you don’t ditch command and control decision-making processes your risks during the pandemic will multiply, and you will miss opportunities because you won’t hear what you need to hear especially if you make poor decisions which will mark you out, forever, as a bad COVID leader. Make sure you appoint a Devil’s Advocate for all key decisions. Also ensure that your General Counsel reports to the Board, not to you. This will protect you and your organisation and may even save you from prison.

In summary, a good COVID CEO will:

⁃ create an environment in which people thrive as individuals with their unique coping mechanisms
⁃ ensure the longterm survival and growth of their organisation or function
⁃ honour all stakeholders: shareholders, the environment, & society

They will also be kind to themselves and others.

What more can they do?

Ciarán Fenton

The pandemic: will it make you, break you or set you free?

How are things? Are you having a good pandemic, “actually”? Was lockdown “great, in a way”? Did you get in touch with your inner sourdough, learn your kids’ names and zoom “back-to-back”?

Is your business “hugely” benefiting from the pandemic, “as it happens”? Sales up, like, who knew? Is “managing growth” your main problem, “frankly”?

Or are you waking each day feeling sick about “Q4”? Have you stopped “furloughing” and started exiting “your people”? Are sales down, “massively”?

Have you had a break, yet? Away from your screens, room, and routine? Have you had a chance to think? Or, better still, feel? You do not live, most likely, in a one-bedroom flat in a high rise with several children. You can afford to philosophise. I encourage you to use that privilege.

I turned sixty during the pandemic. I felt a deep sense of loss for months before this milestone, exacerbated I suspect by the dystopian background of the virus with its promise of a horrible death if you break the rules or if you’re unlucky.

The feeling of loss was specific: I had traumatic school years. I was mourning my miserable adolescence; outraged that time had sped by so quickly; my head still, in part, stuck in the past. I became pathetically obsessed with Normal People, desperate to switch places with Connell Waldron.

I also felt panic. The dawning and the sickening realisation that I had stretched myself over my working life without questioning for a moment that the lifestyle I was creating for myself and my family was an option, not mandatory. We could have lived in a smaller house, spent less, and lived life more fully.

My business has just about survived COVID-19, so far, but like all “one-person-band” consultants, I am fearful of the future and working hard to anticipate clients’ changing needs and to meet them.

Your life story will be different from mine and even if you are having “a great COVID” we are all in the same boat in that sooner, or later we are all going to die of a virus, illness or natural causes. That much we share.

We also share a responsibility – if we choose to accept it – to ourselves and to those around us to be what we can be, not because that sounds preachy and therefore must be right, but because only that way can our lives and organisations become sustainable and meaningful.

But what can we be at a time of pandemic? What can you as a CEO, leader, or board member do differently not just to survive but to thrive at a time when mere survival would do? What’s the point of high-falutin’ stuff about “being” given that we have tumbled to the bottom of Maslow’s famous triangle? You can’t eat wisdom.

Whether, to a greater or lesser extent, COVID-19 makes you or breaks you and/or your organisation there is a third possibility: the potential for the experience to set you and/or your organisation “free”.

Eckhardt Tolle in The Power of Now writes:

“So whenever any kind of disaster strikes…know that there is another side to it, that you are just one step away from something incredible…That one step is surrender”.

I and others struggle with the notion of “surrender”. Either it feels like giving in when one should “fight” or, when surrender means acceptance, that acceptance seems impossible.

Tolle continues:

“When your pain is deep, all talk of surrender will probably seem futile…But there is no escape…When there is no way out, there is always a way through…Give all your attention to the feeling, not to the person, event or situation that caused it…Since it is impossible to get away from the feeling the only possibility of change is to move into it; otherwise nothing will shift…Nonresistance doesn’t necessarily mean doing nothing. all it means is that “doing” becomes nonreactive…don’t resist the opponent’s force. Yield to overcome”.

So stop talking about COVID-19. Instead, talk about what you feel about it. “Feel it fully. Feel it – don’t think about it”. According to Tolle, if you do, your actions will come from a different place. A place, not from conditioned responses but from an acceptance of the present. Ask any soldier with battle experience. They’ll tell you about “living in the now”. Sure as hell.

I struggle with applying Tolle, but when I do it works. When I pass his and the ideas of other writers to clients, they too find that something shifts for them.

My 60th. Birthday came and went. It tuned out to be a great day. The angst that proceeded it dissolved as I realised that nothing had changed since the day before. I accept my losses in youth – my wife reminded me that Normal People is a but a TV programme – I accept the feelings around my mistakes in staying on a career high-wire act for far too long, and I accept my fear about what will happen next in my business over “Q4” and beyond during COVID-19.

Moreover, in the course of my birthday celebrations, I found that I am capable of being loved, loving and lovable.

Just like you. What’s not to like?

Ciarán Fenton

John Hume: the ultimate “change manager”

The many tributes to John Hume’s life in all media over the last week all confirm that he achieved what many CEOs talk about in terms of toe-curling tautology but rarely deliver: “transformational change”. It’s as if, as Sandy Toksvig once quipped, “there’s no change in ordinary change”.

I became aware of John Hume in 1972. I was 12, in bed with a cold. I could hear next door the sound of the RTE news which my Dad was watching. The sounds were of The Troubles. Something terrible had happened. That was clear.

The sounds of The Troubles became part of the soundtrack to my teenage years along with the Hits of the 70s: American Pie, Piano Man, Born to Run and the voice of John Hume on the news: quite, slow but most of all, repetitive.

Slow and repetitive as the refrain in any pop song like U2’s “I still haven’t found what I’m looking for” which remains in the brain like an earworm. Coincidentally, or perhaps not, U2’s Bono famously brought John Hume and David Trimble together at a campaign concert in the Waterfront Hall in Belfast to support the 1998 Good Friday Agreement Referendum.

The 1998 Good Friday Agreement was transformational. It transformed a war to peace, despair to hope, economic stasis to growth. Few peace processes in the world have been as successful. That’s why John Hume and David Trimble received joint Nobel Peace Prizes, why other nations study peacekeeping processes in Northern Ireland and why there was no way that the Brexit negotiations could be allowed to “untransform” what they had transformed.

While many people in London, Dublin, Belfast and Washington were involved in that process, few doubt that John Hume, the man from Derry or Londonderry was integral to that process. So, what can CEOs learn from John Hume about “change management”? There are many, but my top three are these:

First, he focused on creating an environment in which people could agree on a language of shared purpose: non-violence, consent, equality of belief. These became the Hume Principles. What are yours?

Second, he repeated these principles slowly, quietly, and endlessly. His beliefs stood the test of repetition. Can yours?

Third, he sought tirelessly to engage with everyone he could on all sides of the debate – and sometimes in doing so, he attracted ferocious criticism and danger – to bring them around to the benefits of a shared purpose. Could you seek agreement on a shared purpose, especially with those who disagree with you? What’s stopping you?

They say that you should never meet your heroes. I met John Hume, through luck rather than any personal achievement, at The World Economic Forum in Davos in the early 90s. I was then a young Commerical Director at Financial Times Television, then part of Pearson Plc. FTTV had a relationship with the WEF. We covered all the summits around the world. I got to tag along.

I found myself at lunch with John Hume, his wife Pat, Michael Portillo and others. By now John Hume had become an icon of my time, up there with Phil Lynott. I had not been keen on Michael Portillo. But at lunch, I felt deeply conflicted as Mr Portillo turned out to be magnetically charming and John Hume decidedly grumpy. I felt a bit disappointed.

No wonder he was a bit grumpy. It was a tense time – a time when the prospect of Martin McGuinness and Ian Paisley becoming friends let alone “the chuckle brothers” would have been risible. Most of the Northern Ireland leaders from all sides were in Davos, including David Trimble. There was a lot a stake then. It’s hard to talk about “transformational change” when people are not even talking to each other.

Later that afternoon, I saw John Hume from afar speaking intently on his phone. He seemed to me to be someone burdened but quietly resolute. Unshakeably.

The Northern Ireland peace process may seem wholly disconnected and irrelevant from your world as a CEO and to your board. But in my boardroom practice, I have witnessed precisely the same conduct as on display in The Troubles: anger, hate, violence – psychological, if not physical.

Behaviour over time is the definition of conduct. Perhaps, therefore, John Hume’s legacy is not just his contribution to peace in Northern Ireland but as a model to all leaders of how to conduct a change process, over time.

John Hume, peacemaker and ultimate “change manager”.

Requiescat in pace.

Ciarán Fenton

Why “COVID-19 CEOs” should act on Paul Gilbert’s blog of yesterday, today

Yesterday, Paul Gilbert, CEO LBCWisecounsel, UK’s doyen of commentary and advice to and on in-house lawyers wrote an important blog which, I suspect will have been read by many lawyers but not so many “COVID-19 CEOs” – that is CEOs waking up this morning faced with the task of leading their organisations through an unprecedented global pandemic. 

Paul’s blog concerned a conversation he had last Friday “with a lawyer who told him such a gruelling story that I have not thought of anything else since.”

The lawyer spoke of “his loneliness when first fighting for what was right, but then resigning from a company in which he had discovered systemic fraud.”

So, another day another story of a in-house lawyer brutally forced out by “the business”. So what? Everyone knows this occurrence is commonplace, nay, “business as usual”. 

The “so what” for CEOs is Paul Gilbert’s analysis of the story:

“I will be writing to him this weekend to offer all the support I can. He is a lawyer of exceptional courage. A hero. He played his part flawlessly, made his contribution and he was not found wanting, but he has lost his job and feels alone. The company that employed him may write a different story and probably will. It will be a kind of history too, but not the truth. It is also possible that the lawyer’s story may never be written. His story may not inform a wider world. His story may be lost in time, but it is the truth and it will live with me forever.”

This reflection and the reaction to it on social media yesterday is noteworthy on three levels:

  • first that the pain this lawyer – and his family – has suffered will have been awake-at-night and off the scale and is commonplace
  • second the grim acknowledgement and acceptance that “his story may be lost in time”
  • and third the reaction on social media: hugely sympathetic to the lawyer but resigned to the reality of their plight. They’re probably right about that.

So, CEOs, this story may well be unfolding in your organisation this week. Indeed you may well be a CEO about to “shaft” a hapless lawyer. 

If you are, then don’t do it, if only from a perspective of self-preservation. 

It’s as mad as cutting the brake cable in your own car. And to remove a lawyer of honour during a pandemic is the organisational equivalent of taking off your mask on the Underground and snogging the nearest random passenger. 

You need your “hang-on-a-minute” lawyers, now more than ever. 

But if, as I suspect, you are amongst the majority of CEOs who haven’t a clue what all the fuss is about and are blissfully unaware that lawyers in-house and out, businesses and regulators have slept-walked for the last 30 years, and particularly since the 2008 Global Financial Crash, through a small but growing clamour for regulatory change in the context in which in-house lawyers operate, then listen up: you are sitting on a time bomb. Why?

The day will come when you will be lying awake at night trembling in fear, like this lawyer was, as you deal with a catastrophic “risk event” in your business, on your watch most likely accelerated by the pressures of pandemic and filled with deep regret that you didn’t create an independent environment in which your in-house lawyers could thrive and do their jobs. It will be too late.

Paul Gilbert gives you clear guidance on this:

“The frame we are given as lawyers by our ethical code is an extraordinary gift that empowers influence. It requires that I must act in a way that upholds the constitutional principle of the rule of law, and the proper administration of justice. I must act in a way that upholds public trust and confidence in the solicitors’ profession and in the legal services I provide. That I will act with independence, with honesty, with integrity, in a way that encourages equality, diversity and inclusion, and always in the best interests of each client.”

You can read his blog here: https://www.lbcwisecounsel.com/resources/articles/article/who-tells-your-story/#.XxVM3xNKhhE

But don’t just read it. Act on it, today.

Tick, tock.

Ciarán Fenton