This book is a must-buy second hand guide for any serious Chairmen, CEOs, Founders, NEDs or Investment Directors. The various editions are now out of print but it’s a steal at less than £5 second-hand right now (eg Amazon or AbeBooks). Different editions are variously subtitled “Tips and Techniques for Dealing with Day-to-day Problems” or “Tales from the frontline” both of which are equally descriptive.
Patrick Dunne was at the time Group Communications Director at 3i, then Europe’s leading venture capital company and wrote three Board books over a decade (interestingly after a gap of over a decade in 2019 he returned to the fray with a heavyweight (448pp) “Boards: A Practical Perspective” which alongside much else contains 13 of the 22 dilemmas in this book) Back in the day he created 3i’s Independent Directors Program and used scenarios in the book at six events around the UK by way of real life simulation, role-play of “what would you do now?” scenarios.
Written before the military-industrial juggernaut of codified statist two dozen Corporate Governance codes, infinite regulation and the like had really got going its greatest attribute is that the scenarios are about that most old-fashioned of things – business. You might have heard of it amidst all the dot-to-dot-ing and “Compliance Robots” roles of NEDs these days which can rather crowd out the business thing in favour of “no-one ever got sacked for following the process”. The scenarios are all based on real-life Board situations.
The book is a breezy read, interspersed with cartoons, and is no boring textbook. It is structured in three parts but I suggest you do as Dunne suggests any entrepreneur would and just turn first to the meat in section 3 – the dilemmas.
Section 1 is about the nature of dilemmas and is perhaps relatively dated in our modern age having quite a low density of as it were”tweetable” remarks for the dopamine-short digitally-overloaded Boarder.
Section 2 has a higher “tweetable” density but is something of a grab-bag which again can be skipped for the time-poor. There are some sagacious passages however, one super-key one being this:
It is much easier to resolve difficult situations, particularly those concerning the relationships on the board, if you have a clear mandate to do so. Figuring out what sort of mandate you need and then ascertaining whether you have it already may result in the simple realization that all is required is to make it stronger. All those bible checks you did earlier will come in very handy at this point. However, checking your authority in terms of the legal aspects, appointment letters or other contracts is only a part of it. The most important thing is the relative respect you are held in. I have seen many situations superbly resolved by people with little formal power to do so. They were just very strong personalities who seized the moment.
If you have got the mandate to resolve, there may be one or more disruptive influences on the board which need to be dealt with I call this ‘neutralizing the Ws‘. That’s worriers, whingers and wreckers. Not dealing with them may weaken your mandate. Dealing with them will give you extra power and reduce the pressure for everyone. You will also reduce the risk of ‘tailspin‘.
How do you deal with these people if their removal isn’t an option? A useful ploy is to keep them extremely busy. Views differ on whether you should give them things they are really good at so they’ll be happier, or things they aren’t so good at so you’ll put them under the sort of pressure they are putting others under. If they are the sort of people who don’t know what they are doing and just can’t stop doing it, get them busy on researching something. Anything that keeps them away from the heart of the dilemma and the people dealing with it will help.
Sometimes the mandate to resolve a dilemma comes simply from taking it in the absence of anyone else doing so. As discussed in the Do you want to be the solution?’ section earlier, before you set out to build a position of authority to resolve you have to be perfectly sure you want to.”
Further points that interested me from this this section were:
i) Board Room archaeologists might like to note that in 2000 the word Angel was sufficiently unknown in the UK as to need explanation [“What are known as ‘Business Angels’ in the United States” p20]
ii) on the vocabulary archaeology front one notes that he generally uses the term “independent directors” rather than NEDs
iii) I also liked this super-important oldskool point which the rules-driven, process-focused, cover-ones-derrière modern Board is being pushed ever further from “There are three things that matter most in deciding what to do: Judgement, judgement and judgement.”
iv) my experience of Joint Ventures has been in-line with his negative perspective. Even then JVs were being rebranded as “Strategic Alliances”. As he writes neatly aligned interests at the start diverge over time as companies grow and change and the original people who had the vision and make it happen move on to something else.
But onto the meat of the book – section 3 the dilemmas. Briefly, to give you a feel for whether you would find this book a useful addition to your Board bookshelf they are:
1. Chairman has to decide who holds the baby. CEO has a brain hemorrhage, Chairman about to go off on hols, FD already known as over anxious and pretty useless offers to step in…
2. Removing a Co-Founder. 6yrs in biz grown well, 3 partners, CEO 30% two 15% shareholding, one independent director owns 5% vc 35%. Jt chairman/CEO wants to get rid of one partner, indie dir asked to help overall process of pushing out, valuing and funding equity purchase and transition.
3. Married MD has an affair with his married secretary. All comes out [ahem] and personal crises threaten to overwhelm the day job. Is this is a matter for the Chairman or the Board? If so what should they do?
4. What should the sole independent director on a Family Firm Board do when with revenue stagnant intra-family friction breaks out over the direction of the Company?
5. FD of a family firm with a significant external shareholder suggests that with profits stagnant the firm needs a shake-up. What should the Chairman do?
6. Different people think different things (unsurprisingly) when competing bids for the company are made. How should the Chairman handle this?
7. Chairman decides to fire the CEO and calls an extraordinary Board Meeting without the CEO. CEO gets to hear and independent director ends up receiving calls from both with their competing perspectives. What does he do?
8. An Angel invests £150k in a two-year old startup and becomes it’s Chairman. Sales aren’t coming through and a week away from running out of cash their bank, who have also provided equity funds, turns them down for the necessary loan to prevent insolvency. What happened next?
9. A complex mess. Entrepreneur has created a great company but the South African subsidiary ran into trouble. Furthermore nepotism, suggestions of eye off the ball and Chairman is called to an impromptu meeting of the Board sans CEO/founder. How to untangle all this?
10. Five remunerations challenges in different scenarios.
11. Successful CEO, who isn’t great with the press and has got through three PR agencies, has a negative article written about him in the FT. Sends a fax to Chairman of the company that owns the FT threatening legal action re “inaccurate and libelous reporting”. What should the Chairman do?
12. A business is presented with a financially attractive investment banking proposal to do an IPO which would have other benefits however they do not like the partner presenting it and have many reservations. How should they proceed? How would you advise them?
13. Challenges around AGMs and AGM Qs
14. A super-successful turns round a company and floats it making plenty of money in the process. However becomes increasingly isolated in part as a result and his role as both Chairman and CEO raises questions that won’t go away as well as his sarcasms about some Board members. As an independent Director what do you do?
15. Board has not dived well-enough into potential concerns/tell-tale signs over the numbers presented to them by a successful new FD for three years. A new NED drives an independent review the results of which shock the Board. You are a newly appointed NED and the only indie on the Board. The Chairman wants to fire the FD, the CEO does not. What should you do?
16. You are an executive Director on the Board in charge of the most profitable division and being groomed as the next CEO. You have a cool relationship with the FD, the only potential competitor as next CEO who calls you into an impromptu meeting with the Head of Internal Aidit to inform you that there has been a fraud in your division and demands you fire the person allegedly responsible. You agree but when confronting the guilty party realise you have done it too soon. What happens next?
17. A complex set of strategic circumstances in a firm where you are the only independent Director look like seriously derailing the non-stop success that has been driven by the Founder who is both Chairman and CEO over the past ten years. What do you do?
18. An explosion at a chemicals plant in a company with an excellent long-term safety record kills three people. No obvious cause of the explosion has been identified. How should the Board handle this?
19. A complex Board post-float. You joined recently as the FD and are approached by the Chairman and a founder about their wannabe coup against the CEO. What should you do?
20. Four years after floating a company you Chair issues a profit warning and the shareprice collapses by 30%. CEO is super-stressed, you head over, what do you plan to do?
21. Joint MDs of a company’s UK subsidiary, formally “joined-at-the-hip” and both on the parent company’s main board fall out big-time. What does the Group CEO do?
22. Highly-paid daughter advises former workaholic mother on life post-retirement and is torn between competing commitments. A life coaching scenario rather than a Board one. However a cautionary note to remind any workaholic Business person that as famed philosopher Ozzy Osbourne put it “when I retired the first time I thought retirement was about what you retired from. I didn’t realise that it was actually about what you retire to and I had no “to” to go to.”
As you can see these are all super-real business issues, based on actual real examples, that would be recognisable to businessmen from prior centuries. Many of them have no right answer and it is the elaboration of the process that one should take in tackling them that is often more valuable than what happened in a certain situation at any time.
It is this which is the real business/Board education that is priceless. This is shown by Sir George Russell CBE the then Chairman of 3i writing in the foreword that “Thankfully I haven’t observed or experienced them all. I hope you don’t have to either”.
But just in case you do if I’ve encouraged you to buy this book for the price of a pint of beer you will be eternally grateful that you did.