The artistic director of the Sydney Festival Wesley Enoch does not shy away from controversy. So it’s no surprise he’s rattling cages with his views on artists accepting money from sponsors with unpalatable policies.

Take the money, he advises. Then use it to create work that expresses your opposition.

“I’m quite compromised a lot in the jobs I’ve done because you’re constantly looking for clean money. You are constantly looking for money that has no stigma attached to it and that comes from the joyous valuing of life,” he says.

“And I don’t think that exists. What you do with it is the most important thing.”

The CEO of the Biennale of Sydney, Barbara Moore, shares his view.

“If an arts organisation takes the position of determining right from wrong in a binary system, we’re not going to have very much art funding left,” she says, pragmatically.

Rather than focusing on the differences, arts organisations should be looking at where their values align and what they can achieve together, she says. Where there is dissent, an event such as the biennale should be a “safe space” to have a difficult discussion about it.

What these two cultural leaders are saying is that artists who feel ethically compromised by accepting money from governments or companies with whom they disagree may be missing a greater opportunity to be heard.

Enoch says his job is to articulate his own values and then let others make their decisions about whether they will sponsor the organisations he leads. However, the sponsorship has to be at “arm’s length”, he says.

“My job is to articulate my values and let others make their decisions. If that means sometimes biting the hand that feeds you, then so be it,” he says.

Enoch says he has a “very complex” relationship with governments, which are major sponsors of the arts, but also promulgate policies he disagrees with – such as mandatory sentencing and offshore detention centres.

“Do I take the money from governments? Yes. Do they stop me from speaking against them? No. And that’s the big thing for me.”

Enoch says he uses the same framework for corporate sponsorships and philanthropy. “They have to support me in doing what I’m doing.”

In 2014, the Biennale of Sydney was hit by a sponsorship crisis when it lost its principal funder, Transfield Holdings – the private company of the Belgiorno-Nettis family. The family, which founded and funded the biennale for 41 years, withdrew from the event after artists threatened a boycott over the role Transfield Services played as a contractor for Australia’s network of immigration detention centres.

At the time, the family-owned Transfield Holdings was a shareholder of facilities manager Transfield Services. It has since sold out its interest in the company.

Luca Belgiorno-Nettis, stepped down as chair of the biennale, even though the contract for the detention centres was awarded two years after he and his brother Guido had stepped down as directors of Transfield Services. They had stopped being directors in 2012, and the contract was awarded in 2014 – the same year as the biennale.

The family company sold out its 11.3 per cent shareholding in Transfield Services after the controversy and Spanish company, Ferrovial, became the new owner of Transfield Services (now called Broadspectrum) in 2016 and announced it was withdrawing from its involvement in detention centres.

Moore, who was head of benefaction (philanthropy) at the time, says it was a difficult time for the family, which she indicates had views on the issue that were more aligned to those of the artists than the protesters may have realised.

But only a couple of weeks away from the biennale’s opening, that aspect of the issue was lost in the “static”.

“We were caught off guard in a media storm,” she says.

The controversy, although painful at the time, did not have an impact on the future of the event. After a government review that confirmed the cultural importance of the biennale, the Neilson Foundation stepped in to take over principal sponsorship and now 45 per cent of the funding comes from three levels of government, with the remainder coming from private philanthropic sources.

“Actually, it has made us stronger because it was a moment for us to pull back and remember what our core values are,” says Moore.

Moore says she regrets that the Transfield controversy ended the partnership and was not used, instead, as an opportunity to engage artists and others around the issue of detention centres.

“We would absolutely take Transfield on as a partner again,” she says.

Gambling addict, David Harris, made a sincere attempt to put himself out of harm’s way. Owing $27,000 on three credit cards, he turned down an offer to increase his credit limit and informed the bank about his addiction.

Eleven days later, the bank offered him yet another increase.

Harris, a roofer by trade, borrowed $35,000 from his boss to repay his debts and the two of them went into a bank branch to close his account, but were told they had to talk to the bank by phone. When they called, they were told to visit a branch.

He cut up his credit card, but then later applied for another and quickly ran up a gambling debt of around the same amount. During all of this, he had been “peppered” with numerous unsolicited offers to increase his credit limit.

By the time Harris’ case was detailed in the Banking and Financial Services Royal Commission last year, his bank (the Commonwealth Bank) had already acted to restrict credit increases and credit card offers where problem gambling is identified.

Today, the bank has a Financial Assist Sensitive Matters team to provide financial assistance and guidance. Customers can also ask for a “gambling and cash block” to be put on their credit card to try to stop transactions that may be used for gambling.

However, at the time of  Harris’ disclosure of his addiction to the bank in 2016, there were no processes in place pass that information to the parts of the bank assessing the creditworthiness of its customers.

The bank had not just enabled Harris to use borrowed money for gambling. By putting continual temptation into his path, it was also making it virtually impossible for an addict to stop.

Helping problem gamblers help themselves

Since the Royal Commission handed down its final report in February, other banks have also stepped up to help problem gamblers help themselves. The Bank of Queensland, Citibank and the Bendigo Bank have banned the use of credit cards for online betting.

In July, Macquarie Bank became the first of the larger banks to block credit card transactions for nights out at a casino, lottery tickets, sports betting and online gambling. The card will be declined regardless of whether the user has a problem with gambling. Macquarie has also capped cash advances at $1000.

Some banks offer customers the option to block their credit cards (with a 48-hour cooling-off period) and turn off credit card use for online transactions.

While those lobbying for safeguards have applauded these measures, there are inevitable counter-claims that they impinge on people’s freedom of choice.

The CEO of the peak body for financial counsellors in Australia, Financial Counselling Australia, Fiona Guthrie, says that efforts to put in safeguards are always met with the same protests.

“We get that argument all the time: that gambling is not illegal and so people have choices,” she says.

“The unspoken reason is that they would lose market share. They would not make as much money.”

“But, for me, it is like wearing seatbelts – making sure we don’t do things that are harmful. And the idea that you would borrow money and use it for gambling is clearly got to be a harmful practise.”

Choice is ‘moot’ when you are an addict

While some may argue that banks do not have the right to interfere in personal spending choices, Guthrie demurs, saying that banks have always decided what purposes are suitable for the credit they provide.

“Commercial organisations make decisions all the time about who they will engage with, who they will sell to and how they will sell and on what terms.”

Financial Counselling Australia director of policy and campaigns, Lauren Levin, says “Freedom of choice” becomes moot when someone is in the grip of an addiction: “They are not like everyone else”.

CBA executive general manager for retail, Clive van Horen, spoke about the freedom of choice argument in the Royal Commission when asked if his bank could identify whether people who apply for credit limit increases are spending large amounts on entertainment, takeaway food, alcohol, tobacco or gambling.

Van Horen replied: “With limits, yes we can. Ought we to? That’s a question of interpreting the guidelines”.

“The challenge we have as a bank is gambling is legal and, therefore, the choice – choice we’ve grappled with – is at what point do we say it’s not okay for an adult to choose how much to spend on different activities?

“You can quickly see the slippery slope that puts us on if we say ‘you can’t spend on gambling’.  Well, then, what about other addictive spending on shopping or on alcohol or any other causes?  This is what we’ve grappled with.

“Absent any clear legal or regulatory guideline, how do we determine when we intervene and impose limits?”

Lump-sum payments are also at risk

Levin argues that “doing nothing” is not a neutral position: “It comes with a really significant cost”, she says, pointing to the personal fallout from problem gambling.

Aside from the use of credit for gambling, the government and finance sector also need to turn their attention to the preservation of lump-sum payments and the proliferation of “payday lenders”, she says.

People who receive a lump sum of superannuation money or compensation for illness or accident are also vulnerable to blowing the lot on gambling, especially if they are in chronic pain, on heavy medication or suffer a mental illness such as depression.

Levin says people can transfer any amount of their own money into a gambling account without restriction. She remembers one man lost $500,000 compensation money in four months.

“People using their own money are desperate for tools that could help them not be damaged at a time when they are particularly vulnerable.” Levin says she would like to see banks provide a safe place to preserve the lump sum and a product that offers an income stream to those who have a problem with gambling.

Guthrie says she would like the Government to enact the recommendations from the review of Small Amount Credit Contracts (payday loans), including the proposal to cap repayments on these products to 10 per cent of a consumer’s net income per pay cycle.

“This would prevent over-commitment,” says Guthrie.

While the use of payday loans is common for problem gamblers, it is also true that regular payments to gambling sites is a “red flag” in terms of risk and is one of the top reasons for the rejection of a payday loan application.

Online payday lenders often promise money in your bank account within an hour of approval. They offer amounts of up to $2,000 with a contract term of between 16 days and 12 months and, in some cases, charge more than 400 per cent for payday loans and 800 per cent for consumer leases.

According to constitutional lawyer and activist Shireen Morris, 40 per cent of people who get a payday loan are unemployed, one-quarter get more than 50 per cent of their income from Centrelink, and the average number of loans per borrower is 3.64.

“One case study of loans taken out by Centrelink recipients showed a $700 washing machine ended up costing $2176, a $345 dryer ended up costing $3042 and a $498 fridge ended up costing $1690,” she wrote in the Sydney Morning Herald.

You can’t blame people for feeling cynical. These days, it seems smart to distrust the motives of others and assume their every action is powered by self-interest.

You can’t go wrong expecting the worst, right?

There are so many reasons to be continually on your guard in an era of “alternative facts” and fallen idols. In recent times, all pillars of our society have revealed some rot at their core, whether it be in business, politics, media, religion, science or sport.

Scandalised headlines and royal commissions have lost their capacity to shock, yet there is still an argument for expecting moral behaviour from business. And there is a gulf between reasonable caution and cynicism.

Good things – positive progress ­– cannot happen unless we allow ourselves to believe in and support them.

I think most of us would consider ourselves to be altruistic, ready to put aside our self-interest (at least some of the time) for the benefit of others or a greater cause. And we know others who would behave the same way.

Common sense should then tell us that organisations and industries contain people whose days are powered by good intentions – even if the organisations they work within are caught up in unethical practices.

However, when those people get together to create positive change, the best way to kill it off is with an eye roll, shrug and disbelieving attitude.

In January this year, the energy industry’s Energy Charter took effect, with its 18 signatory companies in the electricity and gas industries voluntarily agreeing to disclose how they are measuring up to a set of principles that require businesses to:

• Put customers at the centre
• Improve affordability
• Provide safe, sustainable and reliable energy
• Improve customer experience
• Support customers who are in vulnerable circumstances

Having aggravated customers with inconsistent service and high prices, the industry itself accepted its effort to regain the public’s trust would be greeted with an “oh yeah?” by a disillusioned and distrustful public.

Electrical Trades Union of Australia national secretary, Allen Hicks, was reported as saying the charter was nothing but a “fig leaf” allowing the same for-profit practices to continue while real problems went unaddressed.

Energy Users of Australia chief executive, Andrew Richards, greeted the initiative with what he said was a “healthy scepticism”, while the NSW Energy and Water Ombudsman, Janine Young, said “positive cynicism” would be a more appropriate lens than blank disbelief.

Signatories to the charter submitted their first disclosure reports in October and the Energy Charter Independent Accountability Panel will publish an evaluation report on November 29.

The transparency of the process, in publishing the self-assessments of the signatories, should go some way to dispelling scepticism about the motivations and commitment of the participating businesses. I recently attended the Energy Charter Industry Working Group workshop where members articulated the challenges and learnings of the process. Industry regulators were present to hear the feedback, warts and all. It was a unique experience where fierce competitors came together, showed their vulnerability and contributed to creating a more sustainable industry.

When reading through the energy companies’ self-assessments, the wider community should acknowledge the honesty of owning up to mistakes or their failure to meet expectations.

The Banking and Finance Oath (The BFO) – which I have worked with for over 5 years – is another initiative to earn trust and has also had to combat sceptics and cynics. The BFO asks individuals to hold themselves to account.

While the number of signatories is relatively low, given the size of the industry, there are strong indications it is starting to make headway. Around 3,000 people have committed to the following principles:

Trust is the foundation of my profession

• I will serve all interests in good faith.
• I will compete with honour.
• I will pursue my ends with ethical restraint.
• I will help create a sustainable future.
• I will help create a more just society.
• I will speak out against wrongdoing and support others who do the same.
• I will accept responsibility for my actions.

In these and all other matters; My word is my bond.

In a speech at The BFO conference in August, chairman of APRA, Wayne Byres said initiatives such as the Oath are important building blocks for a stronger, more efficient, and more sustainable financial system. “They should be welcomed and embraced by industry leaders.”

When people ask whether the Energy Charter or The BFO are going to make a difference, they need to look to the longer term, rather than expecting immediate results. There needs to be a level of tolerance for mistakes and a willingness to allow time for correction.

While publicly holding themselves to a high standard, there are no quick fixes to culture change, and many of the problems that beset both sectors cannot be solved without political support and regulatory reform.

Coming back to the point about whether cynicism is a smart approach when it comes to assessing the motives of others, psychology has some pointers.

It is commonly believed that cynicism is a sign of intelligence, yet psychological research shows no such correlation. Instead, studies show that people who perform well in cognitive tasks are less cynical.

“ … holding a cynical worldview might represent an adaptive default strategy to avoid the potential costs of falling prey to others’ cunning,” say social psychologist Olga Stavrova of Tilburg University in the Netherlands and evolutionary psychologist Daniel Ehlebracht from the University of Cologne in Germany. Studies on the relationship between trust, health and finances find that thinking the worst tends to lead to worse results.

The psychologists cite US comedian Stephen Colbert, who told a university graduating class: “Cynicism masquerades as wisdom, but it is the farthest thing from it. Because cynics don’t learn anything. Because cynicism is a self-imposed blindness, a rejection of the world because we are afraid it will hurt us or disappoint us.”

Let’s hope the development of these voluntary initiatives that encourage self-reflection and accountability are met with a healthy scepticism, rather than a reflexive cynicism that seems to serve no-one.

The empty chair on stage was more than symbolic when The Banking and Finance Oath (BFO) was hosting a panel discussion on who holds the responsibility of culture within an organisation. In months of preparation, I had not found one middle manager who was willing or able to contribute to the discussion.

A chairman, director, CEO, HR specialist and a professor settled into their places, ready to give their opinions on the role they played in developing culture. The empty space at this event, three years ago, spoke volumes about the invisibility and voicelessness of those who have been promoted to manage others, but have little actual decision-making power.

Middle managers are often in the crossfire when it comes to apportioning blame for the failure to transform an organisation’s culture or to enact strategy. I have heard them derisively called “permafrost”, as if they are frozen into position and will only move with the application of a blowtorch.

“Culture Blockers” is another well-used epithet.

Middle managers are typically those people who head departments, business units, or who are project managers. It is their responsibility to implement the strategy that is imposed from above them and may have two management levels below them.

Over the past 20 years, the ranks of the middle managers have been slashed as organisations cut out unnecessary costs and aim towards flatter hierarchies. Those occupying the surviving positions may be characterised like this:

• They are often managing people for the first time and offered little training to deal with professional development, project management, time management and conflict resolution
• They may have been promoted because of their technical competence, rather than management ability
• Their management responsibilities may be added on top of what they were already doing before being promoted
• They have responsibility, but little formal authority
• They may have limited budget
• They are charged with enacting policy and embedding values, but may not be given the context or the “why”
• They have little autonomy or flexibility and may lack a sense of purpose.

All these characteristics make middle management a highly stressful position. Two large US studies found that people who work at this level are more likely to suffer depression (18 per cent of supervisors and managers) and had the lowest levels of job satisfaction.

“I don’t know any middle manager that feels like they’re doing a good job”, a middle manager recently told me.

However, the reason we need to pay attention to our middle managers is more than just concern for their welfare. Strategies and cultural change will fail if they are not supported and motivated. They are the custodians of culture and some would argue the creators, as people observe their behaviour as guidance for their own.

“We know what good looks like, but we’re not set up for success”, confided another middle manager.

Stanford University professor, Behnam Tabrizi, studied large-scale change and innovation efforts in 56 randomly selected companies and found that the 32 per cent that succeeded in their efforts could thank the involvement of their middle managers.

“In those cases, mid-level managers weren’t merely managing incremental change; they were leading it by working levers of power up, across and down in their organisations,” he wrote in the Harvard Business Review in 2016.

As more evidence that middle managers are intrinsic to a business’ success, Google founders Larry Page and Sergey Brin decided they could do without managers in the early days of the company in 2002. However, their experiment with a manager-less organisation only lasted a few months.

“They relented when too many people went directly to Page with questions about expense reports, interpersonal conflicts, and other nitty-gritty issues. And as the company grew, the founders soon realized that managers contributed in many other, important ways—for instance, by communicating strategy, helping employees prioritise projects, facilitating collaboration, supporting career development, and ensuring that processes and systems aligned with company goals,” wrote David Garvin, the C. Roland Christensen Professor at Harvard Business School.

With all of this in mind, you may think business leaders would now be seeking the views of their middle managers, to engage them in the cultural change required to regain public trust after the Royal Commission into Misconduct in the Banking, Superannuation and Financial Services Industry and other recent scandals. But sadly, no.

Just this month at The BFO conference, I was again presenting a panel discussion on the plight of middle managers. Prior to the day, two of the middle management participants – despite one being nominated by a senior leader – were pulled and additionally, the discussion was ruled Chatham House with journalists being asked to leave the room. Although I saw a glimpse of positivity, my research leading up to the discussion would suggest very little has changed and this issue is not limited to financial services.

While senior leaders are working tirelessly to overcome challenges in this transitional time, part of the answer is right in front of them (well, below them) – their hard-working middle managers. But first, they have to make the effort to engage them with appreciation, seek their views with empathy, and involve them in the formulation of strategy.

Kat Dunn had a big life, but it wasn’t fulfilling. She was the youngest executive to serve on the senior leadership team of fund manager Perpetual Limited, but she went home each night feeling empty.

The former mergers and acquisitions lawyer tossed in the job two years ago and found her way into the non-profit sector, as CEO of the charity and social business promoter Grameen Australia.

Grameen Australia aims to take Social Business mainstream in Australia by scaling and starting up social businesses and advising socially-minded institutions on how to do the same.

Dunn says Millennials are more interested in “purpose” than money and security. She was speaking at the Crossroads: The 2019 Banking and Finance Oath Conference in Sydney in August.

Dunn said Perpetual tried to talk her out of leaving the fund manager. “I think they thought that I was going through some sort of early-onset midlife crisis.

“Because, after all, what sane person would give up a prestigious job, good money at the age of 33 when my priority should have been financial security, even more status, and chasing those last two rungs to get to be CEO of a listed company?”

‘I was living the dream’

Dunn said she was conditioned to believe she should want to climb the corporate ladder and make a lot of money.

“At 32 years old, I was appointed to be the youngest senior executive on the senior leadership team. The year before, I had just done $3 billion worth of deals in 18 months. I was, as some would say, living the dream,” said Dunn.

“So, you can imagine how disillusioned I felt when I went home every night feeling like I was a fraud. I was wondering how I could possibly reconcile my career with my identity of myself as an ethical person”.

Dunn had been put in charge of building the company’s continuous improvement program, but the move proved a disappointment. “I was so green because I thought [the role] meant I had the privilege of actually making things better for my colleagues.

“Later, I realised that it was just code for riskless cost-cutting … and impossible-to-achieve growth targets.”

Dunn said she had childhood aspirations to help create a sustainable future. “But, instead, I found myself perpetuating the very system of greed that I had vowed to change.”

“My whole career, I was told I had to make a choice between making a living or making a difference. I couldn’t do both and I found that deeply unsettling. I had cognitive dissonance.”

A desire to do work that matters

Dunn made the point that her motivations are shared by many – and not just be Millennials (she just scrapes over the line into Generation X).

By 2025, 75 per cent of the workforce will be Millennials (born between 1980 and 2000) and only 13 per cent of millennials say that their career goal involves climbing the corporate ladder, 60 per cent have aspirations to leave their companies in the next three years.

Moreover, 66 per cent of Millennials say their career goals involve starting their own business, according to a study by Bentley University.

“A steady paycheque and self-interest are not the primary drivers for many Millennials any more. The desire to do work that matters is,” said Dunn.

“Growing up poor, I thought that money would make me happy. I thought it would give me

security and social standing. I thought that if I ticked all of the boxes, that I would be free.

“At the height of my corporate career, though, I was anything but. I felt that making profits for profit’s sake was just deeply unfulfilling. For me, it was just the opposite of fulfilling – it caused me fear, distress and this stinging sense of isolation.

“What was strange is that no one else seemed to be outwardly admitting to feeling the same.”

The vision was impaired

Dunn recalled talking to a peer about strategy at the time and saying to him ‘I think our vision is wrong’.

She told him: “Our vision is to be Australia’s largest and most trusted independent wealth manager.  I think it’s wrong. It’s not actually a vision. It’s a metric on some imaginary league table and it’s all about us.

“It doesn’t say anything about creating anything of value for anyone else.”

Her colleague retorted: “Kat, we have bigger fish to fry than our vision”.

She knew, at that point, she would not realise her potential in that environment.

Aaron Hurst, the author of the book, The Purpose Economy, predicts that purpose is going to be the primary organising principle for the fourth [entrepreneurial] economy.

He defines “purpose” as the experience of three things: personal growth, connection and impact.

“When he wrote the book, five years ago, Hurst said that by 2020, CEOs expected

demands for purpose in the consumer marketplace would increase by 300 per cent,” said Dunn.

“Now, what that means is that consumers deprioritise cost, convenience and function and make decisions based on their need to increase meaning in their lives.”

Dunn says that, as Millennials take on more leadership roles, this trend will become more evident in the job market.

“When you talk about how hard it is to find top talent to work in the industry, it is worthwhile knowing that for the top talent – the future leaders of the industry, of our country, our planet – work isn’t just about money.

“It is a vehicle to self-actualisation. They don’t just want to work nine-to-five for a secure income, they actually want to run through brick walls if it means they get to do work that they believe in, within a culture of integrity, for a purpose that leaves the world in a better place than they found it,

And they want to work in a place that develops not only their skills, but sharpens their character.”

Dunn said that when she left her corporate job, she would not have believed that the financial services industry could build a better society and a sustainable future.

However, she changed her mind when she learned about Grameen Bank, microfinance and social business.

As guardians of moral behaviour, company boards continue to be challenged. After a year of wall-to-wall scandals, especially within the Banking and Finance sector, many are asking whether there are better ways to oversee what is going on in a business.

A series of damning inquiries, including the recent Royal Commission into Financial Services, has spurred much discussion about holding boards to account – but far less about the structure of boards and whose interests they serve.

Ethicist Lesley Cannold expressed her frustration at this state of affairs in a speech to the finance industry, saying the Royal Commission was a lost opportunity to look at “root and branch” reform.

“We need to think of changes that will propel different kinds of leaders into place and rate their performance according to different criteria – criteria that relate to the wellbeing of a range of stakeholders, not just shareholders,” she said at the Crossroads: The 2019 Banking and Finance Oath Conference in Sydney in August.

This issue is close to the heart of Andrew Linden, PhD researcher on German corporate governance and a sessional Lecturer in RMIT’s School of Management. Linden favours the German system of having an upper supervisory board, with 50 per cent of directors elected by employees, and a lower management board to handle the day-to-day operations.

This system was imposed on the Germans after World War II to ensure companies were more socially responsible but, despite its advantages, has not spread to the English-speaking world, says Linden.

“For 40 years, corporate Australia has been allowed to get away with the idea that all they had to do was to serve shareholders and to maximise the value returned to shareholders.

“Now, that’s never been a feature of the Corporate Law. And directors have had very specific duties, publicly imposed duties, that they ought to have been fulfilling – but they haven’t.”

It is the responsibility of directors of public companies to govern in the corporation’s best interests and also ensure that corporations do not impose costs on the wider community, he says.

“All these piecemeal responses to the Banking Royal Commission are just Band-Aids on bullet wounds. They are not actually going to fix the problem. All through these corporate governance debates, there has not been too much of a focus on board design.”

The German solution – a two-tier model

This board structure, proposed by Linden, would have non-executive directors on an upper (supervisory) board, which would be legally tasked with monitoring and control, approving strategy and appointing auditors.

A lower management board would have executive directors responsible for implementing the approved strategy and day-to-day management.

This structure would separate non-executive from executive directors and create clear, legally separate roles for both groups, he says.

“Research into European banks suggests having employee and union representation on supervisory boards, combined with introduction of employee elected works councils to deal with management over day-to-day issues, reduces systemic risk and holds executives accountable,” according to Linden, who wrote about the subject with Warren Staples (senior lecturer in Management, RMIT University) in The Conversation last year.

Denmark, Norway and Sweden also have employee directors on corporate boards and the model is being proposed in the US by Democratic presidential hopefuls, including Senators Elizabeth Warren and Bernie Sanders.

As Linden said, “All the solutions that people in the English-speaking world typically think about are ownership-based solutions. So, you either go for co-operative ownership as an alternative to shareholder ownership, or, alternatively, it’s public ownership. All of these debates over decades have been about ‘who are the best owners’, not necessarily about the design of their governing bodies.”

Linden says research shows the riskiest banks are those that are English-speaking, for-profit, shareholder-dominated, overseen by an independent-director-dominated board.

“And they have been the ones that have imposed the most cost on communities,” he says.

 Outsourcing the board

Allowing consultant-like companies to oversee governance is a solution proposed by two law academics in the US, who say they are “trying to encourage people to innovate in governance in ways that are fundamentally different than just little tweaks at the edges”.

Law professors Stephen Bainbridge (UCLA) and  Todd Henderson (University of Chicago) say organisations are familiar with the idea of outsourcing responsibilities to lawyers, accountants, financial service providers.

“We envision a corporation, say Microsoft or ExxonMobil, hiring another company, say Boards-R-Us, to provide it with director services, instead of hiring 10 or so separate ‘companies’ to do so,” Henderson explained in an article.

 “Just as other service firms, like Kirkland and Ellis, McKinsey and Company, or KPMG, are staffed by professionals with large support networks, so too would BSPs [board service providers] bring the various aspects of director services under a single roof. We expect the gains to efficiency from such a move to be quite large.

“We argue that hiring a BSP to provide board services instead of a loose group of sole proprietorships [non-executive directors] will increase board accountability, both from markets and judicial supervision.”

Outsourcing to specialists is a familiar concept, said Bainbridge in a video interview with The Conference Board.

“Would you rather deal with you know twelve part-timers who get hired in off the street, or would you rather deal with a professional with a team of professionals?”

Your director is a robot

A Hong Kong venture capital firm, Deep Knowledge Ventures, appointed the first-ever robot director to its board in 2014, giving it the power to veto investment decisions deemed as too risky by its artificial intelligence.

Australia’s Chief Scientist, Dr Alan Finkel, told company directors that he had initially thought the robo-director, named Vital, was a mere publicity stunt.

However, five years on “… the company is still in business. Vital is still on the Board. And waiting in the wings is her successor: Vital 2.0,” Finkel said at a governance summit held by the Australian Institute of Company Directors in March.

“The experiment was so successful that the CEO predicts we’ll see fully autonomous companies – able to operate without any human involvement – in the coming decade.

Stop and think about it: fully autonomous companies able to operate without any human involvement. There’d be no-one to come along to AICD summits!”

Dr Finkel reassured his audience that their jobs were safe … for now.

“… those director-bots would still lack something vital – something truly vital – and that’s what we call artificial general intelligence: the digital equivalent of the package deal of human abilities, human insights and human experiences,” he said.

“The experts tell us that the world of artificial general intelligence is unlikely to be with us until 2050, perhaps longer. Thus, shareholders, customers and governments who want that package deal will have to look to you for quite some time,” he told the audience.

“They will rely on the value that you, and only you, can bring, as a highly capable human being, to your role.”

Linden agrees that robo-directors have limitations and that, before people get too excited about the prospect of technology providing the solution to governance, they need to get back to basics.

“All these issues to do with governance failures get down to questions of ethics and morality and lawfulness – on making judgments about what is appropriate conduct,” he says, adding that it was “hopelessly naïve” to expect machines to be able to make moral judgements.

“These systems depend on who designs them, what kind of data goes into them. That old analogy ‘garbage in, garbage out’ is just as applicable to artificial intelligence as it is to human systems.”