Are Waterstones turning back the pages of their own success story with a 58% board reduction?

Gerry Brown asks whether this is this good governance for UK books market?

Waterstones has reduced the size of its board by four and now has no independent directors. The board’s chairman along with three independent non-executive directors have now retired from the board five years after Russian entrepreneur Alexander Mamut bought Waterstones from the HMV Group in 2011. Existing board member Marina Groenberg takes up the role of chairman and continues to represent Cyprus based Lynwood Investments. This 58% reduction now means that the board will manage £392.4m turnover while made up of only three board members (Groenberg, Waterstones managing director James Daunt and Mamut) rather than the previous seven.

What do these changes suggest when it comes to governance and board best practice as well as the likely strategy moving forward? Gerry Brown - Independent Directorship expert and advocate of the potential transformative power of non-executives, leadership and governance – has concerns about what these board size and make up changes at Waterstones possibly imply.

Brown notes, “Though the Mamut Waterstones ownership era is justifiably celebrated as a success story – from the brink of bankruptcy to profitability; significant investments in shop infrastructure and environment as well as a move away from e-books and 3-for-2 version of BOGOF offers – the loss of all of the non-executives isn’t best practice and, if nothing else, suggests less independent questioning, guidance and advice regarding future strategy. It is a situation compounded by promoting the existing private equity board representative to chairman. Even if these changes don’t close the book on recent success, it feels like going quite a few pages backwards. At the very least, independent directors traditionally provide much valuable assistance as sounding board, counsellor, challenger, facilitator, independent advisor and coach to the CEO and other senior executives when it comes to business strategy, corporate governance, resourcing and industry communications.”

Brown continues, “Waterstones is a significant and influential high street partner for the UK publishing industry with important responsibilities and duties of care of towards staff, authors, publishers and public alike. Waterstones can help change and lead the publishing/bookselling industries. Looked at from the outside, a more diverse and widely experienced Waterstones board WITH independent directors could address ongoing industry changes as well as more company specific concerns.”

Brown concludes, “Potential issues to be addressed could include competing with Amazon (a newsworthy claim but is it a realistic strategic goal or even sensible investment?), stock range at individual branch level (still feels centrally bought rather than bespoke, local and curated) and in-store coffee shops (often come fitted as standard but may no longer provide competitive advantage or quality/experience at flagship London Piccadilly store). Whether these are even relevant issues for the three person Waterstones board we don’t know. We do know that - with more independent non-executives or an independent chairman - readers, authors, publishers, public and investors alike would probably have a much better chance of learning what the actual real strategic issues are and how the board plans to invest to address them.”