A more nuanced understanding of the human dimension of accountability is required
Corporate Governance is the process by which corporations are made responsive to the rights and wishes of stakeholders. Accountability is the process by which this is practiced through actual director interactions, behaviours routines and norms. Despite this, we often think of accountability as an outcome or a goal - a set of expectations that can be enshrined in mandates, codes or regulations depicting what should be done by whom and how.
This distinction is real. Most non-executive directors (NEDs) can attest to differences in the character of different boards they have experienced, despite those boards being governed by similar codes and regulatory frameworks. These differences have their roots in “how we do things around here”. That is to say, some boards are highly formal and procedural in their norms and routines around debate. Others are more engaged, directors actively challenging each other and encouraging the contention of ideas and proposals. Regardless of the character of the board, this process by which accountability is practiced creates an implicit understanding of the social order of things and can serve as pressure for unity. This social order then becomes the standard against which each individual NED assesses how they are doing, reassessing their value to and their place in the group and adapting their influencing behaviour accordingly.
Despite such complexities, the post-crisis tendency of regulators is to advocate more formal rules or structural change in an effort to improve accountability. This is misplaced effort. A more nuanced understanding is required of the human dimension of governance, not just among regulators but also across the director community. Group effects are pervasive. When individuals get together in a group, they think and act in ways that they may not do on their own because of the effects of group membership. Directors observe, evaluate and shape their reactions to the sense they make of the prevailing boardroom dynamic. The author’s book Identity, Power and Influence in the boardroom (Routledge 2019, UK) using the case study method exposes these group effects, demystifying this informal aspect of accountability. It investigates individual sense-making and the role it plays in how individual NEDs subconsciously choose to take up their roles. The book also suggests strategies for how the gaps between formal expectations and actual behaviour can be closed to develop a more effective board.
Viewing director interactions through the prism of social psychology, the doctoral research that underpins the book reveals an interesting social reality. This form of informal accountability has an unwritten value attached to convergent practices in the group and has a self-regulating effect on director behaviour. In other words, each director has a range of hidden risks to navigate and manage in order to retain their independent mindedness, core the non-executive role.
Especially in respect of strategic decisions, when the processes of accountability are working well, director interactions are characterised by openness, robust engagement, challenging but respectful debate with mutual trust at its heart. When these processes are not working as they should and the balance of power sits with a few. Decisions can become compromised because deviant views can be easily controlled and conflict potentially suppressed by a form of social control invisible even to those in the boardroom.
Social control can lead to opinion conformity, revisions of confidence and self-censoring of doubt or divergent views in order to fit in. It can result in those holding the balance of power in the room engaging in micro-behaviours that create a subtle pressure to conform. At the other extreme it may result in a swift dismissal of a viewpoint or the more overt closing down a line of questioning perceived to not conform to the group view. Many NEDs will acknowledge having witnessed such behaviour at some stage during their board life. The material cost to the organisation of such behavioural effects is that the collective capacity and capability of NEDs is not fully engaged and the potential of the board as a strategic group is not fully realised.
In summary, the shared history of director interactions on a given board defines how accountability is practiced. Over-relying on the more formal and structural prescriptions to improve accountability is denying the complexities of board life. Any effort directed at strengthening boards effectiveness must acknowledge both the formal and informal forms of accountability. By ‘humanising’ the process of governing public corporations, illuminating the effects group members have on group decision making behaviour, the on-boarding of new directors and the ongoing development of all NEDs will be strengthened.
This is one of a series of short pieces on the many dilemmas that directors face in navigating boardroom cultures. Meena's book, Identity, Power and Influence in the Boardroom takes a unique view of board functioning through the prism of social psychology, was published by Routledge UK in May 2019. Her approach to conducting board effectiveness reviews is holistic and considers both the formal and informal processes that influence director and board effectiveness.
