Saturday 20 Apr 2024
By
main news image

PUBLIC companies should appoint a “contrarian director”, whose role would be to challenge management recommendations, according to a paper authored by Master of Business Administration student Siobhan Sweeney. Her idea was the winner in a competition sponsored by Cambridge University and McKinsey. The idea was inspired by the Catholic Church’s devil’s advocate of 1587, but modelled after the advocate general of the European Union. Breakingviews columnists found time in their own hellish schedules to consider whether it is a corporate governance idea whose time has come.

Kevin Allison: No. Contrarianism for contrarianism’s sake is a waste of time, but institutionalising healthy scepticism is a good idea. Putting responsibility in the hands of a single director arguably doesn’t go far enough. In Silicon Valley, SuccessFactors, a human resources software company acquired by SAP in 2012, has a dedicated team whose mission is to think up ways to disrupt its own business model. This “red team” approach of reporting to the management — so it can contribute more directly to the spread of ideas, perhaps with a direct pipeline to the board — might be a better option than appointing a single, contrarian director.

Rob Cox: No. Bravo to the woman who came up with this idea (we are accepting resumes at Breakingviews), and kudos to McKinsey and Cambridge for sparking a debate on this important matter. But I am in the no camp. The reason is simple. Anointing one director as contrarian runs the risk of exonerating the rest of the board from its fiduciary and other obligations. It’s a moral hazard-type problem. If one director is supposed to act as the devil’s advocate, the rest are given a pass. Not only can they defer to the management, with its asymmetry of information, they can sit back and elect not to take a strong position one way or the other. Creating a contrarian director is another way to give boards, particularly on the governance wasteland of the United States, a way out of separating the roles of chairman and chief executive. It’s like a slightly more activist version of a lead independent director. Look no further than the recent decision by Barclays to sack its chief executive for the validation of having a strong, independent chairman acting in the best interests of the company’s owners. Anything else is just a cop-out.

Rob Cyran: Yes. The Romans had a similar idea, and they were right. When a general paraded through the capital after a great victory, the slave holding the laurel leaf crown above his head would whisper into his ears: “Remember, you are only a man.” Our society has glorified chief executive officers (CEOs) with Byzantine excess. Companies would benefit by appointing a contrarian director that reminds cozy boardrooms that success is not preordained because leaders say so.

Neil Unmack: No. Anyone who is paid to be contrarian will end up not being very contrarian. The Roman system was supposed to stop generals from becoming too powerful. It didn’t stop Julius Caesar marching on Rome, or the decades of anarchy and civil war that defined the late Republic era.

Antony Currie: Yes. Let’s do it. The person taking the role could be called the nuncle director. She or he would be the one to bring uncomfortable facts, discarded strategies and new ideas to the attention of the CEO and chairman, or lead independent director, for those companies still insisting that one person can combine both top jobs. He or she would be well advised to develop a good relationship with the boss, if only to get some kind of protection if the ideas whip up too much opposition from the more pedestrian thinkers on the board. The trouble is, it smacks too much of theatre to be of much use — much like King Lear’s Fool.

Jeffrey Goldfarb: Yes. It would be great if the corporate world could do without such an idea, and if all directors — especially the independent ones — played the devil’s advocate. Appointing one member of the board to the role could create all sorts of unintended consequences. For one thing, such individuals might easily be dismissed as gadflies. What’s more, are there enough people out there suitable for the job? However, given the state of corporate governance, consistently being exposed by more activist investors, it is an idea worthy of a controlled experiment by a selected group of companies bold enough to give it a go.

Verdict: Half agree, the other half are contrarian. — Reuters

 

This article first appeared in The Edge Financial Daily, on July 21, 2015.

      Print
      Text Size
      Share