Book Review: Governance Reimagined | CFA Institute Enterprising Investor

Governance Reimagined: Organizational Design, Risk, and Value Creation. 2018. David R. Koenig. First published 2012 by John Wiley & Sons. Self-published 2018.

Many authors write about company governance, however none have reimagined it like David R. Koenig. Koenig, who has undergraduate and graduate levels in economics and arithmetic, respectively, attracts on an unusually broad reservoir of related expertise. He has served as chief funding officer of an funding agency, CEO of a governance consulting agency, chair of the Professional Risk Managers’ International Association, a volunteer member of a number of not-for-profit boards, and an elected official. What makes his e-book so uncommon and useful is that he seeks to reply governance questions not posed in most books on the topic. Extra particularly, he focuses on the “why” and “how” of governance moderately than the “what” that’s delivered by different guidebooks.

For instance, the idea of fiduciary obligation is central to governance, however the time period is referenced solely on this e-book’s glossary and nowhere in the primary textual content. As a substitute, the creator makes use of a sequence of adaptable constructing blocks over three sections. First, he explains why establishments manage within the first place, how they turn into elements of networks and methods, and the way these methods can turn into unstable with hidden dangers. Subsequent, he examines the dynamics inside advanced organizational buildings and networks — a subject that features the affect of varied stakeholders, how such behavioral traits as danger aversion have an effect on selections, the dynamics of belief in a posh system, the position of incentives in distorting outcomes, and the way nodes of weak spot develop. It is just within the third part that Koenig is restricted about governance roles, together with administrators’ main job of fostering and advancing innovation inside their organizations, thereby enhancing their success and resilience within the face of failure.

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Summarizing the central theme of the e-book in an early
chapter, Koenig writes, “What makes some methods fail from only one downside,
whereas others endure, reshaping themselves and even perhaps thriving extra
vigorously after coping with adversity? Realizing this will increase your potential
to ship worth. Do you’ve got the correct protection in place?” For CFA
charterholders who analyze and for administrators and executives who execute governance
in companies, this passage presents way more perception than an evidence of
fiduciary obligation and an exhortation to ask questions and problem the standing

The e-book supplies governance professionals with a conceptual framework that’s adaptable to completely different circumstances and analysts with a instrument that’s way more helpful than the box-ticking train that so typically passes for a company governance evaluation lately. For instance, analysts are more and more integrating non-financial environmental, social, and governance (ESG) points into their calculations. Their ESG knowledge are sometimes derived from considered one of three sources: standalone company social duty studies, corporations’ built-in reporting, and third-party analysis that summarizes an organization’s sustainability and governance practices. The reporting might cowl particular governance points, resembling board range, whistleblower safety, independence of audit committee chairs, and separation of board chair and CEO. Though this enter is vital, time saving, and useful, it’s typically a static or historic snapshot — a guidelines of metrics. Koenig’s e-book supplies a broader framework for contemplating board dynamics within the evaluation of a agency’s long-term enterprise technique. Even for short-term, event-driven evaluation, the framework will assist traders consider an organization’s resilience within the face of adversity, one thing for which present ESG reporting is ill-suited.

The identical ESG points that analysts contemplate are additionally the
topic of boardroom dialogue. Koenig’s reimagined governance framework helps
administrators combine ESG points into their firm’s technique for the longer term.
Whether or not administrators are grappling with the calls for of stakeholders for revolutionary
methods to deal with their firm’s environmental and social externalities or the
have to foster a company tradition of innovation for brand new services and products,
they are going to be nicely served by Governance

The e-book will not be with out flaws. First, the references are considerably dated: Daniel Pink’s e-book Drive is cited, however Pink’s two books revealed since then usually are not. Political references, resembling Michael Dukakis, will ship youthful readers scurrying for context. The dated references are simply defined by the e-book’s restricted circulation in its preliminary run (revealed by John Wiley & Sons) however a lot wider distribution now as a self-published paperback. Whereas they’re curious, they don’t detract from the e-book’s sturdy content material.

Second, the early chapters assume too little background in
the topic, which could trigger some readers to place the e-book down and miss the
distinctive views that observe. For instance, the simplicity of the primary
chapter in its rationalization of discounted money flows is incongruous within the
context of later chapters that so insightfully incorporate the work of such groundbreaking
lecturers and writers as Herbert Simon, Amos Tversky, Mark Granovetter, Nassim
Taleb, and Stephen Jay Gould, in addition to extra esoteric ones like Eric von
Hippel and Luca Celati.

A 3rd weak spot is the e-book’s scant consideration to environmental and social components as sources of danger — an space that’s on the forefront of issues for a lot of in governance roles at present (See, for instance, “Governance Challenges 2017: Board Oversight of ESG” or The Administrators’ E&S Guidebook). Luckily, the e-book reimagines governance in conceptual moderately than prescriptive phrases, which permits these points to be thought of nonetheless. Nonetheless, it might have been useful to have had extra particular references or examples within the e-book. Koenig is strongest in his center and later chapters, the place he leads readers by the character of the agency, the idea of danger, and theories of innovation and competitors. On this, he has extra in widespread with W. Chan Kim and Renée Mauborgne’s Blue Ocean Strategy and even Andrew Lo’s Adaptive Markets than with conventional governance books. New administrators are finest suggested to start out with the normal books that define “what to do,” however skilled administrators and analysts in search of to grasp “why” and “how” governance helps corporations thrive might do no higher than to learn Governance Reimagined.

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All posts are the opinion of the creator. As such, they shouldn’t be construed as funding recommendation, nor do the opinions expressed essentially replicate the views of CFA Institute or the creator’s employer.

Picture credit score: ©Getty Photos/erhui1979

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Ian Robertson, CFA

Ian Robertson, CFA, is a portfolio supervisor, director, and vp at Odlum Brown Restricted, Vancouver, British Columbia.

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