Spoiler alert: This article contains spoilers up to and including season 7 of Game of Thrones.
Risk management frameworks and corporate governance are indispensable tools in ruling a kingdom or running a company. Last week we saw how a board charter could have curbed Joffrey Baratheon’s sadistic intentions. Now, let’s look at Joffrey’s sweet brother, Tommen and how surrounding yourself with the right advisors can make all the difference.
Tommen of the House Baratheon, the First of His Name,
Lord Paramount of the Stormlands, Lord of Storm’s End,
King of the Andals and the First Men,
Lord of the Seven Kingdoms and Protector of the Realm.
Tommen’s rule began after his older brother, Joffrey’s, was unceremoniously cut short. During his time as king, Tommen was dominated by two opposing forces: his mother, Cersei Lannister; and leader of the faith, the High Sparrow. Tommen was trapped in the middle and used as a proxy in a conflict between Cersei and the High Sparrow which eventually led Tommen to commit suicide. Although neither of them were officially sitting on King Tommen’s Small Council, they were his chief advisors and herein lies the problem.
“Wisdom. Wisdom is what makes a good king.”
– Tommen to his grandfather, Tywin Lannister
As we saw with King Robert Baratheon, the composition of a king’s advisors are extremely important, even more so for a young king. In a previous blog we focussed on board composition and the requisite skills that make a good advisor. Here, we shall study another aspect of board composition, independence. The ASX Corporate Governance Council (ASXCGC) has some factors relevant to assessing the independence of a director that, if written in Westeros, would look something like the following.
Examples of interests, positions, associations or relationships that might cause doubts about the independence of a Small Council member:
- Has previously been in the employ of the House of the King (e.g. serving House Lannister);
- Has a material business interest in the affairs of the King or stands to personally benefit from His affairs;
- Has an allegiance to a foreign power apart from the Seven Kingdoms;
- Has any other association or relationship that may be construed as conflicting with the council member’s capacity to bring independent advice to the King for the good of the Realm;
- Has close family ties to the King or anyone who falls in the categories mentioned above.
Throughout the ASXCGC Recommendations the importance of independent directors is repeatedly stressed. Independent directors are, in short, directors that do not have any interests, positions or associations that would cause them to have a bias or prejudice. I could not think of any two characters in Game of Thrones that could be further from independent than Cersei and the High Sparrow. Cersei cares only about her family, not the Realm. She is the personification of narcissism and her egotistical nature is exposed when listing the things that she cares about: herself, her father, her children and her brother Jaime. All of these people are, in her mind, extensions of the self and warrant self-preservation. This bias is exactly why she cannot be considered an independent advisor. An independent advisor (be it a Small Council member or a director of a company) has no biases or prejudices and acts only in the interests of the people of the Realm, or in the case of a company, its shareholders.
The High Sparrow’s intentions seem a little harder to decipher but he too eventually got drunk on power and put the objectives of the faith above those of the Realm. The High Sparrow repeatedly undermined the authority vested in the Crown in order to advance the agenda of the Faith of the Seven. His duty was to his followers, a subset of the people of the Realm, instead of to the Realm itself. If Tommen had unbiased counsel he would not have allowed the Faith Militant to arrest, torture and humiliate his mother which may have prevented the massacre that caused his suicide.
All of this talk of independence brings to mind one person in Game of Thrones, Varys. The two-faced Master of Whispers has slowly shown himself to be the only independent advisor in the Seven Kingdoms. He has colluded, conspired and backstabbed but his motives are now clear; he serves but one master, the people of the Realm. Integrity of this magnitude is rare and invaluable, there will be a time in every company’s life that a decision will come to bear that tests the motives of the directors. Will the board act in their own short-term interests or will they do what’s best for the shareholders in the long-term?
“Incompetence should not be rewarded with blind loyalty. As long as I have my eyes, I’ll use them. I wasn’t born into a Great House – I came from nothing. I was sold as a slave, and carved up as an offering. When I was a child I lived in alleys, gutters, abandoned houses. You wish to know where my loyalties lie? Not with any king or queen, but with the people. The people who suffer under despots and prosper under just rule. The people whose hearts you aim to win! If you demand blind allegiance… I respect your wishes. Grey Worm can behead me, or your dragons can devour me. But if you let me live, I will serve you well; I will dedicate myself to seeing you on the Iron Throne, because I choose you. Because I know that the people have no better chance than you.”
– Varys pledging fealty to Daenerys Targaryen
Tommen was young and naive and allowed himself to be influenced by the hidden motives of his advisors. Cersei, the High Sparrow and even Margaery manipulated Tommen to their own ends. Any company can be subject to the same threat, poor advice or decisions that benefit only those in power. Whether your company has a board of directors, a team of advisors or you have a single mentor, independence is a key ingredient in giving sound advice. Surround yourself or your company with advisors that can tell you hard truths, free from any personal prejudices; find yourself a Varys.
Written By: Patrick Deruvo
- Feature Image provided by HBO