The invisible chair: Wayne Boyd on a life in governance

Late one evening, a cleaner entered an office room where Wayne Boyd DistFInstD, the chairman of what was then Telecom, was working with one of the communications team. 

The roar of a vacuum cleaner soon drowned out the high-stakes corporate chinwag. There was an embarrassed request for quiet. 

Turning to Boyd, the comms person remarked apologetically: “Sorry about that. I don’t think they know  who you are.” 

To which Boyd replied: “That’s okay. I don’t know who they are either.” 

After conversations with more than a dozen senior executives, company directors and professional advisers who have worked with Boyd, this single anecdote seemed to sum up one of New Zealand’s most respected and consequential listed company chairs of the past three decades.

Self-effacing and outwardly humble, Boyd was shrewd and uninterested in being the main event.  

An unseen force

As he attended the last of so many annual meetings as a listed company director on 1 November, Boyd was completing a career in which he managed to be so unassuming as to be almost completely unknown, except to those who needed to know him. 

Yet this is the man who replaced Roderick Deane as chair of Telecom, oversaw the departure of its first chief executive, Theresa Gattung, wore the flak for hiring Scotsman Paul Reynolds on a staggering-for-the-time $5 million-plus annual salary, and brought Saatchi & Saatchi head Kevin Roberts onto the board. 

Having done so, he then saw through the operational and the physical separation of Telecom into the companies that were to become Spark and Chorus. 

He also helped to privatise Auckland International Airport and to get Meridian Energy floated on the NZX, chaired Freightways and Ngāi Tahu Holdings and was at one of the early incarnations of the district health boards, Capital & Coast Health.  

He helped reform the New Zealand Blood Service and was involved at the highest levels in amateur and elite sports. 

His favourite directorship, at Vulcan Steel, was his longest and his last, with that 1 November annual meeting ending a 23-year tenure with a company whose unique, family business and employee engagement culture was a bellwether. 

Yet, in all that time, it seems Boyd only ever gave one interview, over a decade ago, where his main comment was he was looking forward to retirement. 

It was a long time coming, but now that it has happened, Boyd let long-time fan and adviser, PwC partner Carl Blanchard, twist his arm into sitting down with BusinessDesk for a two-hour ramble through an unsung career. 

As Blanchard said in a valedictory speech from the floor of the Vulcan annual meeting: “Wayne has never been one for the spotlight, but over his 30-year career he set the standard and professionalised corporate governance in New Zealand.”

He was “never part of the so-called governance club”, said Blanchard. As if to prove the point, Boyd’s central Auckland digs are a stone’s throw from that bastion of the establishment Northern Club, but he’s never joined. 

A long list 

An internet search suggests that Wayne Boyd has served on the boards of about 167 entities. Granted, many were subsidiaries of a larger name, but the roll call gives a flavour of his reach. 

On top of the chairmanships already mentioned, there were directorships at Chorus, Vector, Forsyth Barr, the Halberg Foundation, the NZ Hockey Federation, Sport and Recreation NZ and Allflex.  

That’s just a sample. 

The hockey connection is important. That’s where his corporate leadership ambitions began. 

Having been “parachuted in” to coach the women’s team at the 1984 Olympics in Los Angeles, where New Zealand came sixth out of six, he went on to coach New Zealand at the Women’s World Cup that year in the Netherlands, where the team came fourth, beating the United States but not the Soviet Union, according to the records. 

Having moved after high school in Whanganui to Auckland for law school, Boyd had washed up as a corporate lawyer in Hamilton, but it was beginning to pall. 

“I came back from there [the Women’s World Cup] thinking: ‘Do I really want to be a lawyer for life?’” 

The answer was no. 

Solicitor turns director 

So he badgered sports administrator and Bancorp chairman John Wells for a job in merchant banking. Wells took him on just in time for the 1987 share market crash. 

“But the beauty out of that was, there came a lot of work with corporates whose balance sheets didn’t actually reflect what they claimed, and banks had a lack of documentation around a lot of their lending at that time.” 

The resulting “frenzy” caused a certain levelling of the playing field. A low-key former Hamilton lawyer could enjoy something a lot closer to equal status with newly humbled pre-crash high-fliers. 

“I had a lot of dealings with CEOs – some good, some bad – CFOs, bankers.” 

Ghost assets 

He recalls a phone call on the way to a meeting in Adelaide to help sell an asset that a Swiss client confidently believed to exist, to say that it was simply “no longer there”. 

It was all rather exciting. 

“I realised I really liked working with these people, being part of the decision-making and the desire to actually be better than they were; that I could have a really good career where I could make a contribution.” 

However, Boyd’s natural humility did not equate to an absence of self-worth. 

“I remember telling a headhunter: ‘No, no. I’m not interested in an executive job. I’m going to be a full-time director’. He told me later he went back to his office and said: ‘That guy’s got rocks in his head’.” 

Turns out the headhunter was wrong. 

By the early 1990s, Boyd found himself pulled by then New Zealand Māori Council Chair Graham Latimer into the negotiations for what would become one of the first big Treaty of Waitangi settlements – the so-called ‘Sealord’ fisheries deal. 

In a roomful of advisers in Auckland with Latimer, Boyd was struck by the absence of direct contact between Latimer and the other kingpin Māori figure in that negotiation: Ngāi Tahu’s Tipene O’Regan in Christchurch. 

“I said to him: ‘I don’t think you’ll get agreement unless you go down and see Tipene. Unless you talk together away from all these advisers, I’m not sure you’re going to make any advancement’.”

Latimer turned to him and said: “Do you have any idea what you’re asking me to do?” 

But Latimer did it. The talks were crucial to the settlement occurring and O’Regan started tapping Boyd for advice. 

Once again, Boyd expressed a preference for governance over consultancy. 

Ngāi Tahu lessons 

“I was on a bus looking at some of the assets they had in mind and I said: ‘Look, I might be better being on the board rather having to pay me’. I was just interested in what they were trying to do and how difficult it was.” 

It wasn’t all plain sailing. At a chilly hui with about 1,000 iwi members at Colac Bay, in deepest Southland, Boyd found people “not quite confrontational, but searching in their questions”. 

“That was probably an experience that set me up quite well for public company meetings,” where Boyd always made a point of talking to shareholders before a meeting starts, their feedback an essential part of his intelligence-gathering as chair. 

“You’ve got to live it.” 

A new style of investor relations 

Institutional shareholders, either existing or prospective, also got a new kind of treatment. 

In the case of the 1998 sale of Auckland International Airport in a public share float, “I understood this was a government selling an asset owned by the people of New Zealand and we were having to sell this to the world”. 

Boyd led a global “exhausting” international roadshow involving “260-odd meetings”. 

It was to be the genesis of an approach to investor relations that may seem commonplace now among large, listed New Zealand companies but was far from the norm 30 years ago. 

Key to his approach was his belief that it was important for the chair to represent the company. It could initially be uncomfortable for senior executives, who had assumed that role in the past, but investors liked it. 

“Some of the people that we saw would look at the chief executive, look at me, and say to the chief executive: ‘You could wait outside the door’. 

“They were interested in the governance side and maybe the softer side of the organisation, and that stood me in good stead.” 

Telecom days 

It was particularly useful when US hedge fund manager Elliott International bought into Telecom in 2008, convinced that the company would be more valuable if it were broken up. Elliott was promoting two new directors – Mark Cross and Mark Tume. 

Boyd wasn’t keen. 

“So, I was on the front foot saying ‘no’ to all the institutional shareholders, telling them they had to rely on the board that we’re developing to get through this, and we don’t need a shareholder of that sort being represented on the board, and so they [the Elliott nominees] didn’t get on.” 

“That was quite a lot of work,” he mused before dispensing wide-ranging thoughts on what he’d learned in a long career. 

Wayne Boyd on:  

• How to chair a board:  “Every voice must be heard. You want diversity of thought but in a structured way.
  “You’ve got be able to weed out, or at least tone down, those who inevitably regard themselves as having the loudest voice and the best opinion. I’d leave them to last when the room was quite a lot more informed and prepared.”
  He expects board members to be “attentive listeners” who are “on the bus”.
  “If you’re not on the bus, I didn’t have any problem talking to someone about that. But also, I want people to have the courage to speak up. It’s a waste of time if you get on the plane or into a taxi and you wish you’d said something.”
  Beware of the “meeting before the meeting”, he warns. “I never organise a meeting before a board meeting. In fact, in some cases, I’ve been known to say, ‘put them in different hotels’.”
• Board papers: One thing Boyd is looking forward to in retirement is getting his weekends back because board papers always show up by the courier on a Friday evening.
  “Weekends were for reading and, as chair, I’ve got to read them in two ways: what is the management wanting from the way they’ve framed this, and how will the various members of the board react?”
  To make it more manageable, he often insisted on a maximum of five pages for board papers, including a recommended option and justification.
  “It was really funny when I first suggested this at Meridian because they [senior managers] were mainly engineers. There was a lot sucking of teeth, as you can imagine.
  “They produced the five pages, but the PowerPoint was very lengthy,” he says with a sly grin. 
• ‘Board alone’ time: Boyd rejects all the academic theory that supports boards spending time alone without senior managers or executive directors.
  “It causes a very toxic environment. The rest of the staff are thinking ‘what the hell’s the CEO doing outside the room?’ And the longer it goes on for, I think, the worse it gets.
  “I always had in the room the CEO, the CFO and the company secretary. They spend more time on, and in, the company than any board person does.” 
• Big transactions: A Boyd “special” is to appoint an independent adviser for the board during major transactions. There would be no formal selection process, rather he would draw on a mental Rolodex of people who came recommended or had performed well in the past.
  “It’s not an audit, but it’s a matter of saying ‘yes, you’ve got the right information in front of you, you can make a decision based on this’.
  “I’ve used that quite a bit.” 
• Exiting a CEO: “The time comes, because the time always does, and you don’t know when that might occur. That’s why I always kept a little distance between myself and the chief executives because, you know, I’m the person that will be talking to them.
  “It’s never an easy conversation, and it’s certainly not easy when the person’s not expecting the conversation. There’s got to be a lot of empathy because these people have given a lot of time and energy.”
  The balance to strike is between ensuring they can walk out “with a bit of head held high”, but not to allow a transition to drag on.
  “Being human, the longer they get to sort of [ask] ‘why am I leaving the place?’, the more likely they are to cause problems inside the organisation.” 
• Dealing with governments: Always have a preferred solution and, when necessary, take firepower with you.
  “You can’t go in and complain. You’ve got to go with an alternative option that’s credible.”
  Don’t expect to win every time. Boyd once gave a minister a note saying: ‘This would be a better way to do it’. 
  “I’ve seen him since and said, ‘What did you ever do with that note I gave you?’ and he said, ‘Oh, it was so hot, I put it in the safe’.”
  But while chairing Meridian when ministers wanted the electricity companies to take on more debt, Boyd brought muscle to the meetings.
  “I got heavy hitters – you know, quant guys with their heavy suitcases – to come along to the meetings because I knew there’d be people in there that would be arguing we could manage our balance sheet a different way, but that wasn’t right.” 
• New Zealand’s future: Well into the second hour of our interview, Boyd starts to demonstrate some of the steel under the avuncular exterior, admitting to a couple of issues that make him “a bit cranky”.
  “I am worried about upward mobility here. Education is the big enabler, and we’ve got so many young people that aren’t being educated, and they’re going to be really engaged in our economy, other than with their hands out.”
  He suggests the removal or incentives for industry, which began with the 1984 reforms of finance minister Roger Douglas, were ultimately negative. He believes governments have a role in signalling and inducing investment. 
• NZ corporate leadership:“I don’t want to be derogatory, but this is what I do say. I think we’ve got a lot of postbox CEOs. That’s because a lot of our commercial organisations are run from Singapore or Australia or whatever. We’ve really got regional managers running our businesses.
  “We’re not actually developing the sort of managers we need if we’re going to take New Zealand companies outside the boundaries of New Zealand, and that worries me.
  “If you’re in a bigger market where there’s more pressure and more competition, slimmer margins, you’ve really got to know your stuff.
  “Where are the big businesses here? These are branches.” 
• NZ’s capital markets: “Our capital markets are an embarrassment. We just don’t have the companies on it. We’ve got lots of ETFs [exchange-traded finds]. We’ve got lots of really good private companies, but there’s no incentive for owners to actually go into a public company environment.”
  He also thinks it’s time the New Zealand and Australian share markets forged stronger links.
  However, he concedes the attraction of public listing is waning almost everywhere, partly because onerous compliance obligations blunt boards’ focus on creating value.
  “Are we actually asking too much of commercial entities with the load they’ve currently got?”
  Perhaps it’s an age and stage thing. Boyd looks askance at the multi-layered requirements for climate reporting by NZX companies.
  “I had to struggle with Sarbanes Oxley [US financial reporting law that Telecom had to comply with], and I’m not sure I’m up for going through this all again.” 

 

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