A recipe for New Zealand

Last year, John Williams, one of New Zealand's relatively unsung entrepreneurial heroes wrote a piece for the website nzedge.com setting out ten strategies that would restore New Zealand to the league of wealthy nations, where most of us - I suspect - believe we should be. John used to own Marton-based company PEC (New Zealand) Limited, which developed some revolutionary petrol-pump technology that is now in common use around the world.

From this smart, technology-based platform, which has successfully been taken to global markets, John has produced a list of his 'must-dos' that would see New Zealand transform itself into a genuine knowledge-based, smart economy that we need to become if we are to remain globally competitive.

The list begins, not surprisingly, with a suggestion that New Zealand industry should emulate his success, by 'maximising growth in the sectors where we currently produce world-class products and/or services.'

He includes several strategies for business and commerce, but he also recognises the need for a sound basis in a strong and fair society, recommending (No.4) that the values-based "Kiwi-Can" programme should be extended to all primary and secondary schools.

Whether you agree with the details of this 10-step recipe is, I think, less important than that here at last is someone taking a long-term, strategic look at what New Zealand needs to do. One of the features that I feel has been sadly absent from our national debates over the last decade has been that we have not really talked about what sort of a country we want New Zealand to be. We have argued at length about policies, fairness and tactics; and we've even talked loftily about 'knowledge economies', 'growth waves', 'innovation frameworks' and so on; but without some hard decisions about what we're actually going to do, these will remain simply as cliches.

This debate isn't optional: if we don't at least have the discussion, we'll continue on the current path, where, while enjoying its best trading conditions for decades, New Zealand has barely held its place in the OECD's income rankings. If we have the debate, it's quite valid that we might reach a consensus that we don't want to get back among the rich nations. But I doubt that will be the answer.

What I think we might discover is that dragging ourselves back up the growth curve is in reality the best path to those global standards of health, education and social outcomes that most New Zealanders instinctively want. Unless we're generating the wealth, we can't spread it around. New Zealand's general election is only seven weeks away. Let's challenge ourselves, and the people who aspire to represent us, to take this national debate seriously... to show us their strategies for growing the pie, rather than changing the way we divide the existing one... and to make sure that all sectors of society take part and help to develop a sense of vision and purpose for the next decade.

And, while we're at it, let's not leave it just to the politicians. As leaders in our own sectors, we need to have these discussions around our board tables: how do we build our company to take advantage of the global opportunities (and counter the threats) of the increasingly complex global environment we're in? If we all address these questions, the sum of our answers will go a long way towards providing the answer for New Zealand.

Measuring real success

I realised I'd had enough of the Olympics for another four years when I found myself staring at a semi-final of the women's Handball tournament between, I think, Norway and Georgia. Now come the analysis and post mortems, including the recent discovery that Bronze medallists ('Wow, I got an Olympic medal') are generally happier than those who win Silver ('If only I'd gone just a little harder ...').

New Zealand has had a successful fortnight, with a haul of three Gold, one Silver and five Bronze (that's why we needed that earlier analysis), placing it twenty-fifth in the overall Medal rankings.

We're sure to see commentary around New Zealand's traditional area of strength - medals per head of population. Here we are near the top again this year, with just over 2 medals per million of population, pretty much in line with Australia. On this measure, we're six times as successful as the USA (three million people per medal) or Britain (1.2 million per medal), but we all trail Jamaica, who dazzled on the track with eleven medals in total (six of them Gold), from a population of fewer than three million (remember 'Cool Runnings' - the movie about the Jamaican bob-sleigh team?). If you want more, see this forecasting model produced by Professor Andrew Bernard in the United States and this clever graphical analysis by the New York Times, showing relative performance at each Olympic Games since 1896.

Enough jingoism for one blog post! What I really want to write about is a more meaningful, and sobering, measure of a country's success - New Zealand's ranking in GDP per head of population. Here we have little to be proud of over the last forty years. From being one of the wealthiest countries in the 1960s, we slipped to 22nd out of 30 OECD countries by 2005, sitting between South Korea and Spain, with about 85% of the OECD average Real GDP per head. In 1970, we were up at about 115% of the OECD average.

The good news is that we stopped sliding in the early 1990s. The bad news is that, despite stated political ambitions to return to the top half of the OECD ladder, and enjoying New Zealand's best terms of trade for some decades, we've made no real progress in the last few years.

Looking ahead, I think we face two dark clouds, both related to our remoteness: the growing issue of 'food miles' presents yet another non-tariff barrier to our food exports. Regardless of the science, and the proven fact that total carbon emitted in sending our produce to Europe is less than that of European produce (where stock are generally housed under cover during winter), what really matters is what the supermarket shopper believes. We need to get our message across.

The second point is similar: whether we can remain a destination of choice for the world's tourists, if they get more concerned about the carbon footprint of long distance travel.

As a resource-rich country, we're blessed with some of the world's best conditions for producing protein, we have plenty of fresh water (usually) and a broad range of options for our energy needs. Until recently, we've been sheltered from the adverse trends by high prices for our commodities and a strong and growing global economy. The latter is fading fast, while the former may continue for a few years. But we need to face the reality that one day we won't be the world's cheapest food producer: South America and Eastern Europe are not standing still.

This is a challenge for governance at all levels: for Boards, it's important that we all play our part in thinking how we can genuinely transform our businesses, to get ouselves back onto a faster-growth path. We have the raw materials, we have the brains and the education; we need to commit to investing in a country that wants to grow the pie faster, rather than simply distributing what we have differently.

Next time, I'll look at one person's recipe (non-party political) for restoring New Zealand to the levels of wealth we could enjoy - with all the other benefits that flow in health, welfare and life expectancy.

Welcome a-board - more news on better balanced boards

If you read The Economist, you'll know that it never lacks confidence in its own rightness.

It promotes a liberal, free-market view of the world and, healthily, has little time for the fuzziness of much modern economic policy making. So I think that an article this week, Getting more women on board, is quite significant. As you'd expect, this article is about the improving gender balance on Boards and in top-level management (known these days as 'The C-Suite' - as in 'C' for 'Chief [insert function - Financial, Information, Executive ...] Officer').

The article discusses the slightly disappointing findings of a survey by Catalyst, an NGO that promotes equal opportunity in workplaces, indicating that the rate at which women have reached the top floor offices has 'stalled' in the last few years. Even now, Catalyst estimates that women occupy only one in seven board positions in Fortune 500 companies.

One interesting, and not surprising, finding is that the strongest predictor of how women will progress into the top executive positions in the future is the current proportion of women on their board:

• 'Companies with 30 percent women board directors in 2001 had, on average, 45 percent more women corporate officers by 2006.'

You'd expect this if a company has a culture that creates a work environment providing opportunity for all its people - as seems probable if there is real diversity around its Board table. There is also some evidence that female directors are seen as role models who both inspire and support aspiring female executives.

The Economist takes this a step further, getting close to what I see as the real point - the incentive for shareholders to select leaders from the broadest possible pool of talent, regardless of gender or other demographics (apart, one would hope, from ability).

Several years ago, I was a member of a Board of five directors. Normal succession processes had resulted in my being the only male on the Board. The best part of that experience was that it was three or four months before anybody even noticed this rather unusual circumstance. And that, surely, is the end-game - when surveys such as Catalyst's, and blog posts like this, are redundant, because all of us around the table are seen simply as directors, each appointed because the shareholders considered us to be the best person for the role.

Realistically, I think it'll be a while yet.

Paying dividends - a director's duties

If you've taken any interest in financial markets over the last year (and if you either borrow money or have some to invest, it would be a good idea - especially now - to take an interest), you'll know that a number of finance companies in New Zealand have found themselves in difficulties.

You're also likely to have heard various commentators allocating blame. Some commentators have known what they're talking about, but others we might describe, charitably, as having less than a full understanding.

I thought it might help to explain some of the basic duties of directors in these situations (remembering that I'm a company director, not a lawyer, so I'm drawing any inference as an informed layman, rather than a legal expert), so you'll be in a better position to judge the facts:

1. Dividends

In general terms, dividends are income that shareholders receive as a return on their investment, usually paid from the company's tax-paid profit. Section 52 of the Companies Act says that the Board of directors may authorise the payment of a dividend if it is 'satisfied on reasonable grounds that the company will, immediately after the distribution, satisfy the solvency test' - together with a few other conditions.

So what's the 'solvency test'? For this we look at Section 6: '... A company satisfies the solvency test if -
(a) The company is able to pay its debts as they become due in the normal course of business [my italics]; and
(b) The value of the company's assets is greater than the value of its liabilities.'

My guess would be that finance company deposits which fall due on a particular date would be classed as 'in the normal course of business'. In determining the value of the company's assets, 'the directors must have regard to the most recent financial statements of the company ... and all other circumstances that the directors know or ought to know ...' [again, my italics].

Even allowing for the tidal wave of changes in financial market conditions, and the precipitous decline in reinvestment rates (the amount of deposits that are renewed when they fall due, rather than being repaid to the investor), which has led to the liquidity difficulties of some finance companies, these provisions in the Act should prompt some searching questions of a few people who are known to have been paid large dividends in the not too distant past.

2. Reckless trading

There's another Section (135) in the Act, entitled 'Reckless trading' which may also turn out to be relevant. Under this, a director 'must not agree to the business of the company being carried on in a manner likely to create a substantial risk of serious loss ...' to the people the company owes money to.

The Act provides various defences for people charged under these Sections, so you can expect any legal actions to be lengthy, strongly contested, affairs and, naturally, to be far more complicated than this simple explanation.

But I hope that, after reading this, you will be better able to form your own view of the actions and responsibilities of various parties likely to feature in the news in coming months.

I learned about succession from that

They say we learn best from our mistakes ... some people would say that explains why I never stop learning.

I was reminded the other day of one of the biggest boardroom mistakes of my career. If it's any comfort - which it wasn't to me - it was in an area that many boards fail to deal with well, board succession; or in this case choosing a successor for the Board Chair.

I had been Chair of a medium-sized non-profit organisation for about six years and we had agreed it was time for a change, for both the Board and me. First, breaking all my own rules (see my recent post 'How do we fill his boots now he's gone?'), I agreed to lead the succession process. Without realising it at the time, that alone probably restricted our search criteria to people I thought would be good for the role.

After defining the attributes we were after, we developed a list of possible targets. Our preferred choice, from what we knew of the people, was a just-retired highly-successful Chief Executive who we knew had a passion for our sector. Although several of us had met him a few times, none of us could say we really knew him. (Does anybody hear warning bells yet?) I was given the job of phoning him to ask if he'd be interested.

To my mild surprise, he told me this was his first approach to join a Board since his retirement and yes, he was flattered and delighted to be asked. Abbreviating a long story, we felt that we'd 'got our man', so we didn't approach any of the other candidates (I think that's still quite normal, especially with non-profit Boards, because I think there is an understandable reluctance to approach people for voluntary roles, only to say 'sorry' to them later).

Well, he joined, was elected Chair and I left the board. I've never believed in hanging around once you stop being the Chair: it's the governance equivalent of 'Dead Man Walking', when you don't want to be there and you know nobody else wants you around either.

From almost his first meeting, the appointment was a disaster. He started behaving as the 'super-CEO', over-ruling the employed CEO, getting involved in management details and barely including the rest of the Board in most decisions. Get the picture? Much to the Board's credit, they realised very quickly the damage this was causing and he was a very short-term Chair of that Board.

So what did we (or I) learn from all that?

First, there are very good reasons for checking references. We've seen several public examples of what happens when nobody did. Only a few months after these events, someone I knew quite well asked me quietly, but obviously in frustration, why I hadn't checked with him (yes, I know, there's a small thing about Privacy Law as well). He told me - too late of course - that the person in question was a superb CEO, but terrible to work with as a director, because he could never remove his CEO 'hat'. However big the reputation, we need to check whether it is relevant to the role we're considering: it's a big change in approach from being a CEO to joining a Board as a non-executive member (even as Chair), where effective decision-making comes from building consensus, and where we don't manage the business hands-on.

This example showed me that checking those references is vital, even for a voluntary, non-profit position, because the consequence of not doing so can be disastrous.

Secondly, should I have been involved in the process at all, considering it was my successor we were looking for? In an ideal world, I don't think so. Perhaps I was so keen to move on that I allowed (possibly even encouraged) some short cuts in the process. In retrospect, if I hadn't been involved, the rest of the Board might have been more rigorous in interviewing and checking references, rather than letting me influence the appointment too much. In my defence, none of the other Board members showed a lot of enthusiasm for putting in the time that was needed to find someone and make the appointment.

On the scale of how wrong things can go, this was possibly not too bad. But the lessons were clear, and more importantly they taught me that we've developed some good basic principles of how Boards should do things.

These principles have evolved through other people's mistakes: disregard them and people will be learning from yours!

Good governance? Lessons that come close to home

I thought you might enjoy this from that renowned bastion of good governance, the Russian government. First Deputy Prime Minister Shuvalov was quoted in a recent edition of The Moscow Times.com, extolling the virtues of high corporate governance standards:

"If Russia is to become a major financial center, we need to embrace evolving corporate governance standards," Shuvalov said.

Deputy Prime Minister Zhukov backed this up:

"We want to be seen as a country with a good deal of responsibility in business..."

So I suppose that means it's all OK then. Remember though that this comes at a time when the State seems determined to take control of BP's Russian subsidiary through political, rather than market, channels (throwing in challenges such as heavy back taxes and visa problems for company employees). Perhaps this real-life tussle gives a truer picture of the current state of commercial affairs there.

As a result, I found another comment in the same article, on the role of government-appointed directors to state-owned company boards, rather more plausible:

"Very often, the time they devote to reading documents on the situation in the company amounts to the time they spend in a traffic jam on their way to a board meeting."

Yes, I know, it could never happen here. I hope not. But I'm still dismayed at the number of Board courier packs I see ripped open for the first time on the early-morning flight to the meeting - never mind that the papers are on view up the aisle for anyone to read. The director has at best 30-45 minutes to skim their papers; they can't hope to have a full grasp of the issues they'll be dealing with a few hours later.

If you're going to do this job properly, minimising the risk to yourself and the rest of your board, as well as the company, you need to know what's in those papers: not just the content, but you need enough time to think about the issues they raise.

If you don't, you just might end up in the position of the board of the New York Stock Exchange (other side of the Atlantic this time) a few years ago: thanks to their Board members not reading their papers in advance, they ended up having to pay their departing CEO about $US140 million (oh, and it was a not-for-profit).

Happy reading!

Why me? What do I need to know?

A friend of mine phoned a couple of weeks ago to tell me he'd been invited to join the Board of quite a large company. He was keen on the opportunity - and the company - and told me he was meeting the Chairman the next day. What were some of the questions he should ask to help him decide whether to accept?

Some of you will already have noticed one positive feature in this: it's natural that we should be delighted by an invitation like this. As an experienced company director once said to me: 'It's never a bad day when you're invited to join a Board.' After all, it's a compliment to one's (perceived) skills and experience. But, as he went on, 'I thank them for the invitation, I enjoy the moment and I'll start my due diligence tomorrow.'

In this case, I think my friend's best move was to resist the temptation to accept the offer immediately, or, as I see so often, to put up no more than a token display of modesty or questioning.

It's easy to fall into this trap in the glow of the moment, but you need to stop and consider what you'll be getting into. Companies legislation is usually quite 'binary' about responsibilities of directors - you either are or aren't a director - so you need to understand that, legally, you carry the full weight of directors' responsibilities from the day you sign on (there's no allowance for 'training wheels').

What, then, are some of the things you need to find out before you accept?

Let me add that this is not a comprehensive list - nor 'expert advice' - and that you need to apply your own 'care, diligence and skill' (the typical legal description of the duty of directors) in assessing what information you need - and how much is enough for you to make your decision. I'm also not talking here about the basic information you should obtain, such as what you can find from trawling the website or strategic/business plans, or your assessment of the organisation's financial position (please remember that cash is what pays the bills, so pay particular attention to where the cash is coming from and how reliable those sources are).

One thing you might do is to ask to read the Board's Minute book. A review over the last couple of years should give you a good sense of how the organisation works, its strategy (whether it has one and how well it's working), financial performance, major challenges, quality, clarity and consistency of decision-making, and many other things that will help your understanding of the organisation. And if the Chairman is reluctant to let you see the Minute book, ask yourself why - and whether this is an organisation and team you really want to be a part of.

As with everything here, what matters to you in all this is how the future looks, not just past performance.

1. Why me?

I think this is one of the most useful questions of all and the answer can tell you a lot. If it's along the lines of, 'Well, we've asked seventeen other people; they've all said no, and we can't think of anyone else ...' (it won't be quite this obvious, but make sure you read between the lines), you might want to look elsewhere. But if the answer is, 'We've got these issues ahead of us and we think that your background in [insert details here] will give us that perspective we need at the Board table,' then you may just have stumbled right onto the main things you'll be expecting to deal with, if you accept.

2. How well can I work with these people?

How many people join a Board without even meeting the people they'll be spending their time with? You don't need to be best friends with them, or even agree with them all the time (if fact if you do, then perhaps you're not the best person to bring a fresh perspective), but, to be effective, you must be able to work constructively with them. You must share a common vision for where the organisation is heading and be comfortable with how it does things (its values and culture). So, at the very least, meet the other Board members, the Chief Executive and top management team: you need to know them and they you.

3. What are the big trends, opportunities and threats facing this business, and what are the Board's big priorities for the next year or so?

You don't just want the answers: you need to know how well the current Board has thought about these things. If you're not happy with the answers, this may not deter you from joining, but at least you know what one of your early priorities will be.

4. How good are relationships with key stakeholders?

It may be pointless to join a Board which has fallen out with its major shareholder or key customers, because chances are that you'll be dealing with some pressing issues, not of your making, in the near future - unless, of course, it's the key shareholder who wants to appoint you to help address the problems.

5. Is the organisation aware of any significant legal action (actual or pending)?

Similar in a way to the previous point: this is not so much about any personal liability - since you may (note - may) be protected against actions that preceded your arrival (please make sure you understand what your actual position is). But, if the issues are significant, they will almost certainly be a serious distraction for the Board, and get in the way of progress in your core business.

6. What's the time commitment?

Don't underestimate this. My rule of thumb is 'three for one': in other works, if we have a four-hour board meeting each month, I'll mentally 'budget' twelve hours a month (say about a day and a half) for the role - four for the meeting itself, four for preparation (reading the papers and doing what else you need to keep up with the issues - wider reading, networking and so on), and the other four for all the other things that you get involved in, such as informal discussions with the Chairman, representing the Board at customer functions, visiting company facilities ...

To do this job properly requires you to put in time and effort. And if you don't, then not only will you be letting down the organisation and your fellow Board members, but you're potentially exposing yourself to greater risk because you won't have as good an understanding of what's going on as you should have.

7. Do I really want to do this?

This is a vitally important question - which you need to ask yourself rather than anyone else. I've found that you need more than director's fees (don't even think about 'status' - that's largely a myth!) to keep you motivated as a Board member: you need a 'burn' that you really want to play a part. Unlike an executive role, where you're in the business every day, as a Board member you may only be involved a few days a month.

I believe you need a sense of excitement and a desire to make a difference in order to keep you engaged. I've found from experience that, if that's missing (perhaps it's a sector that doesn't really excite you), then you may go through the motions, and you may even play a full part at Board meetings. But you probably won't do much more than the minimum and, quite soon, you'll start to regard that courier delivery of next month's Board papers as another chore, rather than opening a window on the next exciting episode.

As you may guess, I've written this from experience of mistakes I've both seen and made. I hope it helps with your 'due diligence'.

If, after all this, you go ahead and join that Board, as I hope my friend will, then good luck with the job ahead ... I trust you will enjoy making a difference as part of your organisation's top decision-making body.

FICKS your Board

An excellent article in last month's Harvard Business Review, 'Leading from the Boardroom,' highlights a paradox that many Boards face.

Directors know - or ought to know - that the real task of a Board is 'to build tomorrow's company out of today's'. The authors of the article, Jay Lorsch and Robert Clark, note that as the pressure on compliance grows, a Board's natural response is to spend more time on avoiding mistakes and minimising risks, rather than focusing on long-range planning. As a result, they expose their companies to potentially even bigger risks.

Think of the Board of a manufacturer of music CDs: what's the value of making sure we comply with every regulation and check every figure against last month's results, if we miss the fact that Steve Jobs of Apple has reinvented our industry - and that nobody wants to buy CDs when they can download their Amy Winehouse favourites onto their iPod? Oops, suddenly we don't have a business. That's the type of issue that Boards ought to be thinking about!

In my advisory work, I've developed a way for Boards to segment their work: I call it 'FICKS', obviously a catchy name (well, I think so) but also a helpful acronym for the five key functions of a Board:

• F - Future Focus - making sure we have the right Chief Executive (for the next few years as opposed to the last few), and working with management on strategy development and execution (let's spend about 30% of our time here - even though it's scary because it involves making decisions about an uncertain future);

• I - Issues Identification - understanding our environment, spotting the trends, communicating with our stakeholders so they understand what we're doing (another 30%);

• C - Compliance - it's still important to make sure we keep to the law, regulations and best practices, and monitor the risks the business faces, but not at the expense of looking ahead (perhaps 15% of our time);

• K - KPI ('Key Performance Indicator') Monitoring - sorry to tell you this, but you don't usually need to spend half of every Board meeting asking the same questions about the numbers and budgets that you asked last month (15% again);

• S - Succession and Skills - making sure we've got the right people at the Board table and in top management to deal with what we'll be facing over the next few years (the remaining 10%).

We can break this into three broader categories - the first two (F & I) are about creating value (cumulatively 60%), the next two (C & K) involve preserving value (30%), and the last (S) deals with the ability to keep adding value in the future.

In summary, the latter categories (C, K & S) are a means to the end - the end being to look ahead and build the organisation of tomorrow. That's where, as directors, we build the legacy that makes our job worthwhile.

Of course it's never this simple or so clearly segmented in real life - any decent strategy proposal will have elements of all five! And the proportions will vary from meeting to meeting. But I've found that 'FICKS' is a useful reality check on how a Board really spends its time, and whether it is dealing with the right things - as opposed to dealing well (perhaps) but with the wrong things.

You may get a surprise when you think about how your Board spends its time. But I'm sure the exercise will be worth it.

(Oh, and if you do find this is of any use to you, some attribution of my trademark, 'FICKS', would be appreciated, thank you!)

"Best before ..." How long should a Board Member stay?

One of the commonest questions people discuss with me is the length of a board member's shelf-life. As a general guide, there's a good rule for management and boards that it's better to leave a year too early than stay a year too long (I suppose a recent Australian Prime Minister might be pondering the same ...).

However, I think there's a fundamental difference between how long a Chief Executive is likely to be in the role and how long a non-executive board member (who doesn't work there in a 'day job') should serve. When a CEO arrives in a new job, he or she will then eat, live and breathe it every day of the week, while a board member probably has contact with the business only a few times a month.

I may be a slow learner, but I find it usually takes a couple of years at least as a new board member to feel that I really understand the business and its issues, its strengths and its risks. It seems to me that so many organisations with term-limits of 2-4 years (whether formal or just habitual) are wasting enormous potential value: just as the board member is really starting to contribute, we get rid of them. I worked recently with one organisation that has a limit of two 1-year terms for their board members ... and they wonder why their board doesn't provide any real leadership!

The other consequence of these short-term appointments, if your board members never get the chance to become fully effective, is that the organisation will almost inevitably be dominated by the CEO, with few checks or restraints. Either that, or the CEO will get frustrated that the board members never really understand what's going on and therefore won't make decisions. I've seen both and they're both likely to end in tears, and at least one departure.

In New Zealand, we see this in companies owned by the Government, SOEs, Crown Research Institutes, etc - some of them very large and complex: the convention is that you serve up to two 3-year terms, so, just as you get up to speed, they blow the whistle and call 'full-time'. We are finally seeing a bit of flexibility around third terms, but I shudder at the number of good directors who've been lost to their companies just as they were starting to make a real contribution to the strategy, and to provide some real support (and challenge) for the CEO.

If a board member is really performing and adding value around the board table, then why wouldn't you want to keep them for 8, 10 or even 12 years? Ask any CEO who their most valuable board member is and they'll almost always name one of the longest-serving.

On the other hand, long service isn't a right. A board member has a responsibility to keep up to date with the issues of the organisation and the industry: today's challenges are very different from those of 2003, and I'm sure they'll be different again in 2013!

My biggest challenge a few years ago as chair of a non-profit organisation was to help a couple of very long-serving board members - passionate volunteers, who'd put their hearts into the place over nearly twenty years - to realise that they were operating mentally in the 1980s, and that we really needed some fresh skills for a new environment. Even in a non-profit (sometimes, especially in a non-profit), enthusiasm on its own isn't enough: you need to make sure you've got the skills, experience and networks that are relevant today, and will be tomorrow.

And let's not even talk about the worst case I saw - a board member, totally unsuited to the role, who fell asleep (at my count) in 18 of his 22 board meetings, before, thankfully, his appointment was not renewed.