Boardrooms shouldn't be too 'comfortable', says banking veteran

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This was published 4 years ago

Boardrooms shouldn't be too 'comfortable', says banking veteran

By Clancy Yeates

Global banking veteran Sir Winfried Bischoff has urged boards to challenge management and hold executives to account, saying boardrooms should not be comfortable places where everyone agrees.

Sir Winfried, former chair of Lloyds Banking Group and Citi and current chair of JP Morgan Securities and a United Kingdom regulator, on Monday told a Sydney conference that he "strongly" supported "robust" challenge of management by boards, noting it was a theme of the Hayne royal commission.

Sir Winfried Bischoff said in his experience female directors were "much more willing" to ask executives why they wanted to take a certain action.

Sir Winfried Bischoff said in his experience female directors were "much more willing" to ask executives why they wanted to take a certain action.Credit: Bloomberg

Speaking in his capacity as chair of the UK's Financial Reporting Council, Sir Winfried warned against the dangers of "groupthink" on boards, saying they needed to include "doubters". Independent board members should resist the temptation to "bathe" in the success of the company, which could lead to "disaster," he said.

"Boards, of course, should regularly challenge the CEO and his executive committee’s views. Groupthink occasionally does, but should not, influence how key decisions are made," he said at the Governance Institute conference in Sydney.

"Successful boards should not be comfortable places all the time. Only through effective debate can issues be resolved," he said.

Coca-Cola Amatil CEO Alison Watkins said the Hayne commission had prompted CCA to look at ways to strengthen its risk management processes.

Coca-Cola Amatil CEO Alison Watkins said the Hayne commission had prompted CCA to look at ways to strengthen its risk management processes.Credit: AFR

Highlighting the potential link between the need for critical directors and boardroom diversity, he said that in his experience female directors were "much more willing" to ask executives why they wanted to take a certain action.

"Female members very often ask the question, tell me, 'why is this?'. They don't have the pride in not necessarily being thought to be.. not knowledgeable enough," he said.

The Hayne royal commission explored the board's role in challenging management, with CBA chairman Catherine Livingstone last year saying she was "quite surprised by the lack of challenge" under the previous chairman David Turner. Critical "self-assessments" conducted for bank boards have since admitted to a range of cultural problems inside banks.

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In a sign the royal commission has also affected Australian businesses outside banking, the chief executive of Coca-Cola Amatil (CCA), Alison Watkins, said there had been "very strong ripple effects" from the powerful inquiry on most large listed companies.

Ms Watkins said the Hayne commission had prompted CCA to look at ways to strengthen its risk management processes, but it was important to balance this with the need for growth.

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"One of the risks can be that it drives us all to be more cautious, more risk-averse, to want to dot every 'i' and cross every 't,'" she told the same conference.

Ms Watkins made the remarks following a speech in which she said a successful board needed to understand the company's relationship with the wider community. She said boards must also be able to handle a wide range of "stress events," such as the royal commission, a natural disaster, a strike, class action, or a chief executive scandal.

The Hayne commission also looked at board record-keeping, with Ms Livingstone last year facing questions about CBA board minutes that did not record her challenging management about a money-laundering compliance scandal, as she said she did.

Ms Livingstone's response at the time was that the board minutes did not mean there wasn't a discussion, and Sir Winfried's comments on Monday supported the view that official minutes do not always record when a board member challenges an executive

He told the conference about an example from his career where he had been the only member of a board to disagree with a strategic decision, but said he did not ask for his challenge to be noted in the meeting minutes because “everybody knew how I felt”.

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