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Tag Archives: over-boarding

Going South with Wes farmers

20 Tuesday Feb 2018

Posted by Burning Manager in Uncategorized

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6 thinkings hats, Andrew Formica, Australian Financial Review;, B&Q, black hat, Bunnings, Bunnings UK, DIY, Edward de Bono, enterprise risk management framework, Fairfax Media, Glass Lewis Policy, governance, governance 101, Governance Australia, Karl Weick, over-boarding, risk appetite, risk tolerance, Wesfarmers

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It’s not like me to do a purely business blog as my regular readers will know. But hey it’s a new year so let’s break with tradition. In a rare moment of foresight in 2016 I spoke to our brokers about our holdings in Wesfarmers (one of Australia’s best performing publicly listed companies) when I heard they were contemplating a foray into the UK DIY market. I don’t profess to be much of an analyst, but having spent literally years of my life in DIY stores in both the UK and Australia I can say I am something of an end-user expert in both markets. On hearing of Wesfarmers ‘ambitious’ plans for Bunnings in the UK I put our brokers on watch. When it was confirmed, a sell order went in.

News recently of the write-down of the UK division of Bunnings (a Wesfarmers subsidiary) finally vindicates my position. I’m ok, but by no means could you call me  a savvy investor, but I spotted the problem when very few others did not. Certainly Fairfax media didn’t (publishers of the Australian Financial Review). I wrote an email to Michael Smith of the AFR on this very topic in January 2016 and got the response back that then CEO Goyder is ‘notoriously conservative  with acquisitions…and I tend to think they have done their homework..’

Turns out they hadn’t. This had me thinking about cricket and our recent Ashes win over the ‘Poms’. At first glance there may be few parallels between cricket and retailing but let me argue the counter-point. In cricket barely any nation wins away from home. Pitches are prepared (doctored – is that too harsh?) for home players who exploit their superior local knowledge. Same is true for retailing. Local retailers know local markets and consumer patterns best. While the drive to do DIY might be a universal one, the patterns of buyer behaviour vary nation by nation. To think you could supplant your Australian based stores ‘lock stock and barrel’ into an already well serviced market thousands of miles away is folly.

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What troubles me as an investor is that this now pretty apparent folly went unnoticed or unchecked,  begging  the question about what layers of defense were breached permitting this foolhardy decision to slip through the the keeper as it were! Firstly the proposal must have gone to the Wesfarmers Board. How on earth the proposal could have been given the green light by this august body of men and women with decades of experience in the business world between them is beyond me, and I suspect millions of Australian superannuation holders who each have a stake in Wesfarmers performing well. Wesfarmers has a Board of nine and by no means could you call this lot ‘knuckle heads’ despite making a ‘knuckle head’ decision that wiped squillions ( well in excess of $1bn) off the value of the business. I can only speak for my company but that would have me at home on seek.com.

Every Board of repute, and certainly my little old Board, has an enterprise risk management framework which is a risk blueprint for how the unhappy bedfellows of opportunity, safety and  compliance can get along. Nestled in this lengthy tome will be a couple of key nuggets – risk appetite and risk tolerance. By all accounts these were not considered at Wesfarmers and it alarms me as to why not. It would appear that this fundamental tenet of governance (governance 101), whereby the Board has a pre-determined risk appetite and this informs decision making, was absent. To have entered the UK DIY market against the strength of B&Q in a country in the northern hemisphere known around the world as a nation of shopkeepers beggars belief. To get that through surely their risk appetite was set at ‘we’ll give anything a crack’.

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There are a couple of possible reasons why the Directors (representing us as shareholders no less) were asleep at the wheel. The first place to look is neuroscience. Aside from ‘group think’ which most people are familiar with, there are a number of other strategic decision making traps that I would assume the Directors are cognisant of and  have strategies to ensure don’t arise. If optimism bias arose how was this checked? Did the Directors all wear the de Bono black hat on the UK Bunnings expansion idea? If so they can’t have worn them for long.  Did they snap shut the window of realism too soon because each Director thought that the others must know better if they were all speaking for the motion – a  phenomenon known as pluralistic ignorance. This is social psychology 101 which was exactly where I learnt it. Was there, what Karl Weick of the University of Michigan calls, consensual neglect? Or diffusion of responsibility perhaps? These are smart people. There are at least 16 Bachelor and Masters degrees in the mix according to their profiles (with the exception of Tony Howarth  AO who doesn’t include his qualifications). Come to mention it there are three Directors with Australia Awards (two AOs and an AM).  So I think I would be doing a disservice to them even suggesting that they don’t know this neuroscience and psychology stuff.

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There must be another reason. That took me to the Wesfarmers website and the Directors’ own profiles and I think I might just know how this so called ‘debacle’ (AFR 9 Feb) came about. A quick glance there will show that this is a very busy group of individuals. In fact their corporate governance must occupy much of their working lives and beyond. A rather startling fact for me was that between them they share 45 Directorships, or roles I would equate with being a Director and 11 Chair roles. Take out one performer who seems to have a light, but you might consider appropriate workload, and the average Board/advisory involvement rounds to 7 each! The US Glass Lewis Policy has a limit of 5. Rules of thumb around this in Australia seem hard to find but I recall Governance Australia saying once that three was a maximum figure and only two if you had a Chair’s role. Well under the Wesfarmers average.

I would have thought the cognitive capacity to consider and properly evaluate complex proposals brought to the Board table is diminished by the complexity and involvement in other governance activities. Putting the obvious question of potential conflicts of interest aside, it is hard to understand how the right amount of fresh thinking time can be devoted to complex, time consuming tasks that can impact the lives of everyday Australians when pulled in so many different directions at once. By the way there is a legal duty under the Corporations Act 2011 to certain obligations and fiduciary duties apply.

If Wesfarmers is to get this right and get their ‘swagger back’ (a la Andrew Formica) a good place to start might be delayering the amount of distraction that the Directors, whom we entrust as Shareholders to do what’s right by the Company, have in their governance portfolios. Let’s be honest we all want Wesfarmers heading north not south. Oops that’s what got them in trouble to begin with!

 

Changing Culture to Small is Beautiful

08 Friday Apr 2016

Posted by Burning Manager in Uncategorized

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absolutely positively Wellington, ASIC, Construction Training Centre, CTC, culture, Greg Medcraft, Lonely Planet, over-boarding, Queensland, small is beautiful, Wellington

CroppedImage1136515-Mount-Victoria-view-WellingtonNZ-Photo-Capture-Studios-Copy

 

In Australia we do appear obsessed with size. Big is beautiful. We celebrate tall people, we talk about which State is biggest. We celebrate the big hits between big men in the State of Origin and we often hear people say how many times the UK could fit within Australia; sometimes said with an earnestness as though it was a likely proposition. It’s a cultural thing. Depending on what your yardstick is for measurement, we are in fact a very large country as land mass goes. By population we are of medium size at around 23 million. Pakistan for example has 183 million, Indonesia 254 million and Saudi Arabia 30 million. All bigger – the relevance of which will hopefully be apparent later.

I’ve just got back from a week in New Zealand. It was quite enlightening. Way down there close to the Arctic it’s got no right to be as successful, culturally and ethnically diverse and modern as it is. Of course I’m extrapolating my experience from a trip to Wellington, the wind beaten capital of the shaky isles as they are known because of the prevalence of earthquakes. But I’m probably OK in doing so. What characterises kiwis (aside from their penchant for gathering on the Gold Coast) is their get up and go attitude. They call it the ‘number eight fencing wire attitude’ which is an oblique reference to their ability to fashion pretty much anything from anything. Sitting in a trendy coffee shop on Cuba Mall I mused that what stands out with the kiwis is they are really good at marketing.

I noted that Wellington uses the three word strapline ‘absolutely positively Wellington’ to promote itself. Furthermore, though, it has embraced its lack of stature. It’s only New Zealand’s third largest city and can never compete with the sprawling metropolis that is Auckland. Auckland is big and wants to play in the big league. Wellington embraces its diminutive size and markets this. It’s not something we really understand in Queensland where I live. We’re bigger than Texas and proud of it. As we know when size is an issue you are constantly comparing sizes and celebrating when you are bigger. No-one brings a measuring tape out to prove assertions made about being smaller.

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In 2011 Lonely Planet named it the 4th best city in the world to visit. They described it as ‘This little capital…’ and so the embrace of its slight stature cleverly started. It was subsequently voted the best small capital in the world. Small sounds ‘cool’ as in groovy, welcoming, warm and of a human scale. The opposite end of the spectrum – best big city in the world – just sounds cold, alienating and exhausting.  Walking on the trendy waterfront I noticed the cruise ship terminal proudly describing itself as the ‘Best Little Cruise Ship Terminal in the World.’ Wow that’s clever. To combat that you pretty much have to say ‘our’s is smaller.’ To be fair it was small. Pointing to its obvious lack of stature takes away any implied criticism about size and gets the cruise line passengers to think about the building in another way.

And that’s where my ‘aha’ moment kicked-in. Here at the Construction Training Centre (CTC) we have at times been fixated on size. I admit to having Googled other training centres in construction in Australia to determine whether we are bigger. At 12.2 hectares we are just not that big and in the past we have tried to ‘big-up’ our reasonably modest estate. That made me think about the possibility of inverting that and describing our self as a small Precinct; or as one of our Team commented when I floated the idea – niche. To say we are the best construction training Precinct in Australia sounds like bragging. To say we are the best small niche training centre in Australia feels like our bragging is tempered with some humility. It’s much more authentic. We do want to be the best we just don’t need to be the biggest. This mindset is now percolating through our Team. It will be interesting to see where it takes us. It’s about amending our culture to embrace the true nature of what we are in terms of what we do, why we do it and our geographic and spatial realities. Once again it’s about being authentic doing the things we are good at well and not trying to be what we are not. After all culture is best described as ‘the way we do things around here.’

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Discussions around culture are very timely at the moment in Australia especially in the corporate sector and specifically banking. ASIC Chair Greg Medcraft suggested that Directors be held responsible and accountable for the culture of their banks. There’s an expression in management, popularised by JFK that ‘success has many fathers but failure is an orphan’. We do see Directors taking credit for success but when the remuneration policies agreed by them create a culture of greedy risk-taking they appear somewhat dumbfounded and admit to not knowing. In fact I’d like to challenge the basic premise that Directors actually do set culture. The setting of culture like setting of strategy is the Holy Grail in management. It’s like being good in bed and a good judge of character. Very few admit to short-comings in either area! So to suggest that in fact Directors don’t set the tone or culture is a bit of a come down for those at the very top of our Corporate world. I actually think Directors should monitor culture but not set it. Let’s be honest, when we look at Corporate Australia we are in pretty rarefied air. Hard at times to come down to Base Camp as you traverse from lofty peak to lofty peak.

I manage a small investment portfolio at work (there was a day when I described it as ‘substantial’!) and as a result pay pretty close attention to who are setting strategy for the companies we invest in. I’m disappointed time and again to find what I call ‘over-boarding’ where Chairs and Directors of our large ASX listed companies have a number of Boards that they concurrently serve on. They are nearly always listed in the Director profiles and appear to be something of a badge of honour. I read such lists with concern. If a Director has more than two Boards (and the majority do) then I do not believe they are capable of exercising the roles they are required to play under the Corporations Act 2011 and the ASX Governance Rules to any satisfactory level – certainly not to mine. It expands the boundary of common sense that these very busy individuals can set the tone and culture of an organisation when they spend so little time in it. ASX Governance Rules recommend independent Directors and therefore they are unlikely to have much skin in the game. No skin no passion; no passion begets flitting in and out. Duties elsewhere dictate this anyway.

Culture embodies the overall collective of the way people think, their behaviours and their commitment. To get a successful culture you must embrace the whole and just not think about the head. If Banks are to get their culture right Directors need to be able to read the cultural temperature gauge but not set the ambient temperature level. When it’s not right the CEO and Executive Team should be held to account. If Directors can’t read and amend culture through their Executive team, then it’s time the Directors stand aside.

Culture of course has another meaning. It is about the understanding of the world in which we live and the wonderful diversity this brings to the workplace especially in a country such as ours where we celebrate our cultural diversity. This week we were approached by one of our Tenant’s staff for access to the First Aid/Breast Feeding Room to pray. This again provided time for reflection. While we are very female and wholehearted-friendly on the Precinct I wondered just how culturally accommodating we are. In a time of increasing pressure on our Muslim communities because of terrorism acted out in the name of fanaticism and not religion I pondered what we were doing to provide safe prayer facilities for our Muslim customers. A quick meeting with the person concerned has us now in advanced stages of installing a prayer room. Not as easy as it seems. Sure it’s easy to buy a prayer mat, Quran and put up a sign showing the direction of the Qibla. More difficult is dealing with the uncertainty amongst team members and tenants who do not have the level of cultural quotient that would otherwise allay their fears. What is important about the introduction of, on the face of it, a very small room is the fact that team members can raise concerns in a way that supports their concerns but also enables them to gain additional information that will make the concept be seen for what it is; an endeavour to continue to provide value adds to our tenants and their staff.

Being aware of culture, be it organisational or geo-political is an important aspect for a well-rounded manager. Managing this to provide business outcomes is a very important and over-looked feature. I think our culture is good at work but we can always improve. Culture is not static it changes from week to week sometimes. It changes when team members leave and new ones come in. Everyone leaves a mark. If they didn’t they would just be robots. I’d like to think that our new way of considering ourselves, as small, will be a breath of fresh air. Of course when put in the context of my recent trip to Wellington that has a whole other connotation!

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