Not Interfering With Play
For those still unfamiliar with it, VAR is a brilliant new sports format which over the past four years has largely supplanted Premier League Football as our national sporting obsession. Three teams, ‘The Pundits’, ‘The Managers’ and ‘PGMOL’ (I don’t know what it stands for either) argue about how officials managed to announce that the referee’s decision to award a goal was correct whilst simultaneously disallowing it and whether, when Richarlison collapsed on the edge of the opposition penalty area, he had been felled by a potentially lethal martial arts manoeuvre or was, in fact, ‘just doing a Richarlison’.
One staple source of controversy, particularly popular with those who like to join in at home, is whether imaginary lines have been imagined in the right place or not – itself a reimagining of a regulatory regime familiar to older fans as ‘the offside law’. One now discontinued component of that rule was that a player wasn’t offside if he wasn’t interfering with play – something which prompted one legendary manger (I favour Bill Nicholson of Spurs but other attributions are available) to ask ‘if they aren’t interfering with play, what are they doing on the pitch?’
I was reminded of this last week in a conversation with a corporate governance expert. I said I found it remarkable that in the endless succession of corporate calamities we hear reported, the illustrious board of directors supposedly responsible for the organisation in question invariably ‘had no idea’ what was going on and were ‘profoundly shocked’ to discover the misbehaviour/malfeasance that was occurring. (This despite it being generally well known to - or at least strongly suspected by - people elsewhere in the organisation.) The expert, though, told me I shouldn’t worry because ‘you can’t expect the board to know about that sort of stuff’.
Coming from someone who purports to teach corporate governance, I found this quite depressing but also surprising, insofar as the UK Corporate Governance Code (latest edition January 2024) continues to recite in its second paragraph that a board should:
Establish the company’s purpose, values and strategy, and satisfy itself that these and its culture are all aligned.
If this doesn’t mean that the board is supposed to know if the organisation is regularly breaking the law/engaged in other forms of wrongdoing, what does it mean?
And whatever level of obligation is intended by ‘satisfy itself’ it is surely more than receiving some formulaic assurance from the CEO or Company Secretary that all is well. Like getting out and about a bit to check whether the white lines behind the stage have been repainted as nicely as those in front of it. And applying a serious level of professional scepticism to whatever is being reported in the boardroom – particularly if there is an enchanting absence of any bad news.
Roy of the Rovers protests that ‘I was on the pitch but not interfering with play’. A non-executive director of a scandal hit company declares that ‘I was on the board but had no idea what was going on’. To both I think one is entitled to pose the question: ‘Why not?’
So I was heartened to read an article by Dominic O’Connell in The Times on Saturday 20 January (‘Lack of boardroom curiosity allows corporate scandals to take root’) in which he observes that ‘…suspension of curiosity and common sense - sometimes a deliberate suspension motivated by greed, not wanting to look bad or simply the desire not to rock the boat - crops up time and time again when big organisations go wrong.’
Curiosity - there’s the thing.
And of those factors he identifies as motivating a lack of it, by far the most common, in my experience, is also the most pathetic – not wanting to rock the boat.
‘I didn’t want people to think I was being difficult.’
At least Roy of the Rovers wouldn’t be caught saying that.
