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Good governance
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Theo P. Kocken
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INTRODUCTION
Why are so many companies and institutions across the globe incapable of
adapting to a changing environment? With hindsight, it is easy to write case
studies analysing the Kodaks of the world, identifying the series of strate-
gic mistakes leading towards their demise. These cases demonstrate that
management were already aware of, or could have easily identified, that the
commercial environment was changing. The pertinent question is: how could
management have been so wilfully blind to a changing environment that it
refrained from taking sufficient actions? A more nuanced question is: why
did the governance framework fail to support management to be adaptive in
a fast-changing and complex world?
A financially sustainable company, or institution, needs to be robust to
survive in the short term and adaptive to survive in the long run. In addition,
the company needs to attract good employees, pay taxes in the local commu-
nity, and maintain its ‘licence to operate’. We argue that good governance
requires companies and institutions to have:
This might sound like a utopia, but it is supported by many real-life examples.
At the end of this chapter we will also discuss three real-life examples: how
purpose drift and a cultural transformation ultimately brought Enron down;
how Dutch pension funds used purpose as a beacon when changing the pen-
sion contract and introduced tools for dealing with fundamental uncertainty;
and finally, how a clear purpose and a principle-based culture helped IKEA to
revolutionise the furniture business.
effects are caused by the interactions between drivers, but this human interac-
tion is not constant over time. The human drivers react to their environment,
in turn creating feedback loops. It is not a one-way causal relationship but
a two-way dynamic interaction which cannot be fully determined. Small
changes in individual behaviour can lead to large changes on a higher
aggregated (‘macro’) level such as the traffic jam as a whole. It is therefore
impossible to predict how a traffic flow will evolve, even if we have access to
historical GPS coordinates and the speed of all individual cars. It is the behav-
iour of, and the interaction between, drivers that create uncertainty.
About a century ago, the economist Frank Knight contrasted probabilities
with fundamental uncertainty (Knight, 1921). Probabilities can be defined as
quantifiable deviations from a ‘mean’ in a complicated system. When the sys-
tem itself follows various fundamental laws that do not change over time, we
can assess the likelihood that a car engine running without oil will break down
within a certain timeframe. Uncertainty is defined as events arising from a
complex system which is not possible to quantify – for example, predicting
the movements of an individual car on a busy highway. The uncertainty does
not exclude us from observing ‘patterns’ emerging that may give us a better
understanding of the dynamics in a complex system, but that does not make
it possible to predict it in a precise manner.
By applying the same reasoning to the economy and the financial markets, it
becomes apparent that we are faced with complexity. The economy is nothing
but the result of an intricate interaction between billions of humans in various
frameworks. Our daily decisions are influenced by our emotions and we adapt
as the world evolves. Daniel Kahneman, Amos Tversky, Paul Slovic, and many
other behavioural economists and psychologists revealed via experiments how
we make irrational, inconsistent, and emotion-driven decisions that do not fit a
complicated worldview where people are very consistent in their decisions and
have static utility functions over time (Kahneman, Slovic, and Tversky, 1982). In
practice, investors’ behaviour creates self-reinforcing feedback loops which add
significantly to uncertainty. Investors react to market movements (i.e. their ‘utility
function’ changes), which is then driving market movements, which impacts
the reaction of investors. George Soros called this endless loop ‘reflexivity’,
which can lead to speculative bubbles that eventually burst (Soros, 1986). The
economist Hyman Minsky formulated the ‘Financial Instability Hypothesis’ to
describe how these feedback loops always lead to instability (Minsky, 1986). As
private debt levels grow, the economy endogenously creates its own booms and
busts. This fits with Brian Arthur’s view on the economy and financial markets
as hardly ever being in an equilibrium, but most often they are in disequilib-
rium due to human feedback loops (Arthur, 2014). Mark Buchanan argued that
based on what we observe in physic, one should view financial risk as following a
power distribution instead of a normal distribution (Buchanan, 2002).
No doubt the stakes are high. A company that fails to be adaptive in a com-
plex world will not just disappoint its shareholders and employees, but also
negatively affect the wider community in which it operates. It is necessary for
a sustainable company to have a purpose as the compass, complemented by
principles as bearer of corporate culture. For sustainable goals to be effective
over the long term, they must be derived from the purpose and the principles,
otherwise it is just window dressing.
Robust long-term decisions can be very painful in the short term, both in
terms of profit and for the organisation itself. The history books are full of
‘successful’ companies that were not able to adapt, not because of a lack of
knowledge or insight, but mostly because they were not able to face the pain
of adapting, which was necessary to continue to fulfil their purpose. Peter
Drucker captured this with ‘Management is doing things right; leadership
is doing the right things’ (Drucker, 2000). In many cases, shareholders pay
a significant leadership premium in the CEO’s remuneration but end up
appointing a manager.
heavily relied on the assumption that people are rational and that both banks
and consumers will never be exposed to (collective) irrational, overconfident
behaviour. This made him a strong proponent for deregulating the financial
markets and removing constraints on consumers, since he believed that this
would lead to ‘optimal’ outcomes. In a Senate hearing after the 2007/08 crisis,
Greenspan admitted that he relied too much on one simple theory based on
very strong assumptions of rationality and equilibrium. The collective reli-
ance on this worldview was one of the root causes of the great financial crisis.
Uncertainty is a real danger for monocultures and nature’s cure is biodiver-
sity. In finance, the cure is diversity in thinking. Diversity in thinking results
in diversification between different complicated approximations of how the
complex world might work. This is a higher-order diversification compared
with diversifying between strategies within one specific complicated model.
In other words, we should not put all our eggs in the basket of one theoretical
model; even if that particular basket has different padded compartments, it
only provides us with a second-order diversification.
In a complex world, we have to make decisions based on incomplete
information. We don’t know what the world looks like; however, the main
challenge for us is what our theories and models do not capture. Looking at a
problem from multiple angles using theories from different disciplines helps
us to get a more complete picture of the world. Examples of theories are:
agent-based modelling, stochastic models, network theories, and scenario
thinking, which all bring different perspectives.
should materialise. This will give a headstart versus competitors who have
not been thinking in scenario terms, whose first response will be denial and
then gradually trying to cope with the new reality. The outcome of this sce-
nario thinking analysis might challenge how the company is structured today.
Maybe management realises that under several scenarios it will need to take
action today in order to survive in the future. With a clear purpose as a com-
pass, the company is better positioned to implement adaptive solutions even
if it will result in short-term pain.
Many of today’s management tools and techniques have been designed for
efficiently managing complicated production processes. Unfortunately, these
tools and techniques are also often applied routinely when managing complex
processes. Trying to optimise the business strategy based on an incomplete
complicated model of the complex world could result in failing despite man-
agement doing everything ‘right’. If the world is changing, it is not sufficient
to continue doing what we are doing today a bit more efficiently. To adapt, we
must be prepared to ask ourselves three soul-searching questions:
employers could no longer afford to fill the funding gap. Compared with many
other countries where pension funds were rapidly closing, the Dutch started
from the purpose and accepted that the design was no longer fit for purpose.
This resulted in pension design innovation, through an adaptive process last-
ing for two decades, where the scale of benefits was gradually adjusted and the
financial risks were eventually transferred from the employer to the members.
With this change, pension fund trustees took sole responsibility for navi-
gating the investment portfolio in a complex world. Instead of disregarding
extreme events as too unlikely in the mid-2000s, many pension funds pro-
ceeded asking questions such as: ‘how can we best navigate a diverse range
of (beneficial and adverse) extreme scenarios?’ This resulted in taking effec-
tive actions around, for example, interest rate hedging and adjustments to the
pension design, because the trustees imagined these potential outcomes and
concluded that they would not be able to fulfil their purpose if these adverse
scenarios would materialise. Of course, such a shift in thinking did not occur
overnight and didn’t happen to all pension funds at once. Over time, some
pension funds suffered more from still thinking in a ‘complicated worldview’,
relying more on bold projections about how the world worked than others.
Going forward, Dutch pension funds must adaptively manage their invest-
ments accepting a complex world. This means that their portfolio needs to be
made resilient against future challenges such as climate change, innovations
in energy supply, and other potential developments that cannot be captured
by a complicated model.
In summary, the strong purpose of the Dutch pension system helped them
change the pension contract so that it better reflects a complex world. The
challenge ahead is to deal with investing in an uncertain, complex world.
Many of the well-intended investment beliefs are still based on a complicated
worldview, which, applied to a complex world, could lead to fragile outcomes.
Purpose is a great beacon but good principles around sound worldviews are
needed to create real sustainability.
was quite frugal. Honouring the spirit of Småland, Kamprad flew economy,
did not stay at luxury hotels, recycled teabags, bought secondhand clothing,
drove a 1993 Volvo estate, and did his own grocery shopping.
In 1976, in preparation for the international expansion of IKEA, Kamprad
wrote ‘The Testament of a Furniture Dealer’ in which the purpose of IKEA –
‘to create a better everyday life for the many people’ – is outlined and explained
in plain English (Kamprad, 1976). It also contains the critical elements of the
IKEA culture summarised in his nine ‘commandments’:
Kamprad wrote the testament at a time when IKEA had grown, and the bureau-
cracy and the layer of management had increased. IKEA was preparing for an
international expansion and he was worried that the organisation would lose
its way as it expanded internationally. Kamprad’s ambition was to keep the
culture similar to a small firm, by reducing layers of management and push-
ing the responsibility down in the organisation. Quite similar to the Gore-Tex
approach, it reduced the amount of communication and management overload
an expanding company usually acquires. Although the IKEA culture is not for
everyone, those who like the culture tend to stay for many years.
Sara Kristofferson outlines the history and culture of IKEA in her book
Design by IKEA, and mentions how the ‘commandments’ influenced the
company’s way of working (Kristoffersson, 2014). Traditionally, furniture
designers were not constrained by the production process, but at IKEA,
production efficiency and logistics constraints posed hard restriction on the
furniture designers. This was new to the industry, but it made the products
affordable to a broad market. One such constraint was that the flat package
had to fit on a standard European pallet.
The IKEA culture is driven by narratives, where the legend of Ingvar
Kamprad has a clear role as the cultural bearer. He is often portrayed as an
underdog who found innovative solutions to the problems he faced by look-
ing at things differently. An example is the narrative around the origin of
the short pencil in the IKEA stores. Kamprad met the producer of the stand-
ard yellow pencils in Sweden and challenged why they looked the way they
did. The producer responded that this is what a pencil looks like in Sweden.
Kamprad took a pen, broke it in the middle and said, ‘This way you have two
pencils for the price of one’, and don’t paint it yellow. He added, ‘this is the
IKEA way of doing things.’
IKEA has become a sustainable company because it follows a clear purpose
as a beacon, has clear principles of how to work collaboratively and allows for
decentralised working – avoiding the pitfalls of larger organisations that want
to have top–down control, a structure which, in the end, reduces profitability
and innovation as size increases.
IKEA is a privately held family-owned company that has grown organi-
cally. This has allowed them to be long term and do things their own way,
since they did not have to worry about what stock analysts would say or short-
term fluctuations of the share price. At Kamprad’s death, the stewardship of
the culture had been handed over to the second generation and the question
is to what extent the purpose and culture will be able to continue to develop
in the spirit of Kamprad’s philosophy. The deepest root cause of sustainability
is in consistency of purpose and culture. There is a possibility that, over time,
IKEA might transform into a more ‘traditional’ multinational company. Only
the future will tell.
CONCLUDING REMARKS
Having a clear company purpose as a beacon for the long-term navigation
of a complex world is very helpful. Each time a company needs to adjust to
new circumstances, the purpose will help to reflect what the best strategy is.
It avoids dilution of activities: business expansions, acquisitions, changes of
strategy all benefit from having a clear purpose. For long-term investors, it is
therefore relevant to assess a company based on its clearly and consistently
expressed purpose as it is probably a better predictor than the snapshot pro-
vided by the current balance sheet.
We only provide casuistry evidence using examples and reasoning. People
may argue that being able to change the purpose means flexibility in pursuing
new profitable strategies. In practice, many companies do not have the expe-
rience or organizational strength to make proper strategic judgements after
a shift in purpose. The knowledge of the new territory is not in the genes of
the company – the Enron case is a lucid example of that. In addition, a shift
in purpose may demotivate current staff and prompt the best talent to leave,
leading to increased vulnerability, especially in a stage of expansion.
Apart from a distinctive purpose, sustainability benefits from clear princi-
ples of how to work together and how to see the world. Being able to accept
that part of the external and internal world are complexity-driven systems
will make companies better equipped to deal with uncertainty and be more
adaptive. The Dutch pension fund case shows how a worldview of complexity
is beneficial in navigating unprecedented longevity growth and interest rate
declines. Taking into consideration that the largest part of the world is still
embracing a ‘the financial world is complicated’ worldview, the shift in the
Netherlands displays a relatively high adaptivity.
The success of IKEA provides some evidence that the narrative of the
leader, which provided both purpose and clear successful principles, is bene-
ficial to success. There is a risk that this founder-based narrative and therefore
purpose and principles will dilute over time. It is up to the management of
this and many other firms to make sure there is stability in purpose and that
this is reflected in the principles which will help keep the business fit for
purpose. Principles need to incorporate modern insights from behavioural
sciences and complexity theory in order to avoid counterproductive decisions
based on narrow worldviews.
The analysis around purpose and principles in this chapter applies to
every company in the world. But especially in finance, the abstract nature
of services and products, the long horizons and extremely high uncertainty
of financial markets makes people – professionals included – more prone
to behavioural pitfalls and a flight into safe ‘complicated but unambiguous’
models. Consistency in purpose combined with adequate principles of how
to effectively work together in a complex world will be particularly beneficial
to sustainability in the financial sector.
NOTE
1 This is often translated as, ‘He who has a why to live, can bear almost any how.’
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