Corporate governance and innovationlike problems: Comparing innovation governance and agency theory

Transcription

1 Corporate governance and innovationlike problems: Comparing innovation governance and agency theory Peter Cebon University of Melbourne Parkville Victoria Australia

2 Introduction Boards of directors have three roles: 1. Oversee strategy creation 2. Monitor the executives 3. Help out The corporate governance literature assumes boards split these roles between them However Roles 1 and 2 (as theorised) imply incompatible practices The two roles are only separable in firms that don t innovate Boards need to act as a coherent team This creates a problem Agency theory requires the roles to be split Shareholder activists assume the roles can be split

3 So what? We shall continue to characterize the agency conflict between the owner/manager and outside shareholders as deriving from the manager's tendency to appropriate perquisites out of the firm's resources for his own consumption. However, we do not mean to leave the impression that this is the only or even the most important source of conflict. Indeed, it is likely that the most important conflict arises from the fact that as the manager's ownership claim falls, his incentive to devote significant effort to creative activities such as searching out new profitable ventures falls. He may in fact avoid such ventures simply because it requires too much trouble or effort on his part to manage or to learn about new technologies. Avoidance of these personal costs and the anxieties that go with them also represent a source of on the job utility to him and it can result in the value of the firm being substantially lower than it otherwise could be. (Jensen & Meckling, 1976:313)

4 Summary of approach Are upside and risk equivalent? Partition corporate activities into 1. Routine operations 2. Innovation (incl. M&A, Change, IT change, etc.) Consider normative governance for Innovation activities Agency theory Show incompatibilities Board coherence Board competence Lightning fast case study of CSIRO

5 Current performance Risk vs. upside? Upside Projected performance Risk t=0 t=1 Current performance Upside Projected performance Risk t=0 t=1

6 Managing Innovation Innovation radicalness = f(analysability) Analysability varies with: Complexity Emergence Manage complexity By modularising and combining into an architecture, or By treating it as if it is emergent (e.g. Telstra billing system) Manage emergence Sensemaking activities (cocktail parties) Trial and error learning Emergence and complexity are highly risky, and can easily blow out costs.

7 Governing innovation Tension between emergence and control Manage the tension by separation Simple projects (and project elements) temporal separation (e.g. agile software development) Complex projects temporal and org l separation Advantages of organisational separation Can inject expertise and diversity of thought Psychological safety (allocate responsibility upwards) Allows portfolio management Each project/solution approach is a real option Deliberately initiate excess projects/solution approaches, and then kill them/let them die/redirect them (e.g. stage-gate, waterfall) Manage the portfolio to enact the strategy

8 Gate 1 Gate 2 Product/process idea generation and concept development (including advanced development, identification and review) Detailing of proposed project bounds and required knowledge Rapid, focused development projects of multiple types Wheelwright and Clark (1992) Exhibit 5-6

9 Innov. and corporate governance Innov. governance requires: Knowledgeable governors The governors and the governed must trust each other Activities vary with corporate size, innovativeness The board cannot simply delegate it all Risk management is legally a board responsibility Cannot maintain psychological safety Governance is reduced to feeling comfortable with the CEO CEO tenure < gestation for innovation CEO incentive to milk old products with incremental innovation CEO can easily tell glowing stories Emergence may imply a change in strategy (e.g. Xerox) And signing off on major transactions Board starts to see the corporation as a nexus of contracts (hypothesis)

10 Governance and agency theory The corporate governance literature is very diverse (across disciplines and legal systems) Codes of practice all assume agency theory, and all ignore risk associated with strategy. Moral hazard arises because of misaligned incentives The board has two tools Incentives Monitoring A board that monitors will undermine trust. A truly independent board will generally not understand the business.

11 Conflicts between the approaches Independent directors will rarely understand the business CEOs cannot do sensemaking with independent directors Low trust means CEOs will undermine portfolio management (by bringing minimal options as late as possible). Can t resolve the conflict by hiring consultants

12 CSIRO Case Founded in 1926 response to WWI to create a research capability Expanded after WWII and float of dollar Left out of Backing Australia s ability (2001) Threat of break-up Flagships program created in response Board supported flagships despite risks Divisions would need to learn to work together Organisation would need to learn to kill projects / programs Not clear management could deliver Board much more visible to Cabinet Changes in the board Extensive focus on the research pipeline Spends time designing the research portfolio (focus areas, applied vs. basic) Extensive focus on executive performance (competence, not malfeasance) Changes to CSIRO Budget increase Need to open up innovation process

13 Towards a research agenda Rework/rethink agency theory Case studies (CSIRO, CSC, Telstra?) + Surveys How do boards understand their risk management roles? What practices do they place where? Grading the category risk How do boards manage the conflict between agency and innovation issues? (or is that the issue at all?) Did corporations that had a more innovation-oriented approach to governance manage the GFC better? Do corporations that have effective innovation governance extend that to other innovation-like problems? How do board roles change as size changes? Is there a set of best practices that can be taught? Social innovation how does it differ? Consultants do they have the skills? Government cabinets as a metaphor?

14 Figure 3. Results of path analysis General Pressure Theorizing Agents Market Pressure Learning partners (ns) *** Normative proximity Tech. Exposure Value chain *** p<0.001, ** p<0.01, * p<0.05 (one-tailed) partners Control variables not shown (see text for list)

15 Conclusion Fundamental incompatibility between innovation governance and agency theory. Cannot just ignore one or the other Ignoring innovation governance kills innovation Ignoring agency risk invites moral hazard Raises interesting empirical questions Suggests a need to rethink parts of agency theory