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Editor’s letter – Tell your board what you really think.

Last month’s cover story on how Robert Maxwell would have been a corporate governance “saint” was the most talked-about feature we’ve run in ages. (For the benefit of anyone who missed it, we demonstrated how Maxwell Communication Corporation and Mirror Group Newspapers would almost certainly have satisfied the ‘checklist’ requirements of the post-Hampel super-code.) Now, a book just published by Paul Taffinder of Coopers & Lybrand (Big Change: A route-map for corporate transformation) might just contain a clue as to how company directors – and company advisers – can help ensure that a Maxwell fiasco doesn’t happen again. It’s quite simple, really: learn the value of conflict. Taffinder argues that task-related conflict throughout an organisation serves to create a creative energy that moves things forward. As long as it’s not “values-based” conflict, then it is a constructive force. We’d argue that a little more boardroom conflict might have reduced Maxwell’s room for dodgy manoeuvres. Taffinder deliberately doesn’t use words such as ‘constructive criticism’ because, if organisations were asked, “Do you encourage constructive criticism?” the answer would be a predictable “Yes”. “Do you encourage conflict?” is a much more difficult question. (Nobody said corporate governance was easy.) We know now that a number of Maxwell’s directors simply felt obliged to accept Maxwell’s explanations and excuses, while the 1973-74 DTI report on the Pergamon scandal said that his then auditors were too easily “satisfied by Mr Maxwell’s ever ready explanations”. Need further convincing of the value of conflict? John Cole, the former BBC political editor, says in his memoirs that, after bringing down Margaret Thatcher, both Geoffrey Howe and Nigel Lawson backed Heseltine’s bid for the Tory leadership, dismissing the Hurd/Major camps’ arguments that the next PM ought to come from within the Cabinet. They blamed their former ministerial colleagues “for not having stood up to her”, Cole writes. Or to put it another way: if you, as a director, are not part of the solution, you’re part of the problem.

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