The Big Fella dishes a little dirt on BHP

CAN a week locked up with 20 other people doing a course be described as an out-of-office experience?

Last week I attended an Australian Institute of Company Directors course, which gave me a new perspective on the machinations of the boardroom I so often observe from a distance.

To accentuate the out-of-office experience, I attempted to read The Big Fella: The Rise and Rise of BHP Billiton, the latest book to document the history of the mining giant.

While both the course and book were excellent, doing them at the same time enhanced the experience considerably.

During the day, I was taken slide-by-slide, case-study-by-case-study and module-by-module, through all the theory of company directorship.

Back home at night, I could live it vicariously through the eye-witness accounts of those who were close to the action, especially during the merger between Australia's BHP and South Africa's Billiton, as well its aftermath.

Much of the AICD course is focused on the basics of directorship. The underlying theme is pretty simple: get a good understanding of the company you are involved in because you are responsible for it.

The responsibility is drummed home time and time again, without being unnecessarily off-putting.

But it does resonate as you read a book like the one I just did, concentrating on the modern era for the purposes of having enough material to work with for this column.

Take for instance the issue that, before the merger BHP had developed a reputation for failing to make decisions and, when it did, executing them poorly.

It was business consumed by process. Some say it still is.

That can't be good for any company, and seeking to address that is a good idea.

The board had appointed Paul Anderson as the agent of change and he'd identified Billiton as a possible merger partner, though early talks amounted to little.

In an interview with the authors, Peter Thompson and Robert Macklin, Mr Anderson admits that BHP had become dysfunctional and entangled in red tape; for instance, executives who wanted to progress got grander titles but few additional responsibilities.

Below is possibly my favourite passage from the book, because it tells you so much about both companies and explains what came to pass.

"BHP has a good culture in terms of managing a large organisation and having procedures and practices, well-defined systems, to institutionalise efficiency," Mr Anderson reportedly said.

"Billiton has a very entrepreneurial culture of finding an opportunity and grabbing it, but they don't necessarily follow it up and get the best of it.

"There is no centralised procurement activity. They do not have a well-developed shared facility for back-office functions.

"Billiton is ready, fire, aim. We are ready, aim, aim. We find it hard to pull the trigger."

As a reader, marrying these two companies makes perfect sense. Billiton is the fresh blood that will reinvigorate BHP.

Clearly there were other strategic objectives, including the diversity of resources and an understanding of the demand for resources that was coming with the rise of China.

The outcome, at a glance, has been a superb success. BHP has survived the global financial crisis better than most, including its arch rival Rio Tinto.

Nevertheless the book documents a number of things showing that, even at the highest levels of business, personalities and individual power plays can have a massive bearing on a company.

The Big Fella examines closely the non-existent relationship between Mr Anderson's successor, Billiton's Brian Gilbertson, and BHP chairman Don Argus - a tension that would seem to go against the grain of any successful business.

It's suggested that Mr Argus played hard ball to keep BHP's headquarters in Australia and, later, to protect his own position when a merger with Rio Tinto was first mooted, with then-BHP Billiton director Michael Chaney seen as the likely candidate to chair a combined entity.

This is not by the book, yet it may mask a harder-edged conviction to do the right thing by the company. We won't know that till Mr Argus has his own biography.

The book certainly makes it clear that the Billiton executives believed they would be taking over BHP.

Yet the view that Billiton would prevail was not universal.

Interestingly, Mick Davis - part of the Billiton team until the merger agreement, and now head of Xstrata - felt that the process-driven BHP culture would win over the entrepreneurial spirit of his company.

On the surface, that doesn't appear to be the case. There has been significant change since the merger, with another ex-Billiton player, Marius Kloppers, taking over. It was he who launched the audacious bid to combine with Rio Tinto, something Mr Gilbertson had sought to achieve in his time via a merger.

Yet BHP is still regarded by many as process driven, and the failure of its Ravensthorpe nickel project shows that decision-making at the very top is still prone to very large mistakes.

Another interesting point revealed in the book is how some of these mining executives believe the boards of big companies are divorced from the reality of their businesses, and are not really making the big decisions.

This is probably true at the operational end, yet the anecdotal evidence from the merger process shows that the boards, especially the chairman, had a big role in shaping the outcome of talks, which were not always fruitful. Mr Argus and the board also played a large part in appointing the subsequent CEOs, who have, so far, served the company very well.

Another one of the fascinating passages is that in which Chip Goodyear becomes the accidental CEO after Mr Gilbertson resigns.

"Early on in the CEO role, one of the executives said to me, 'What's your vision for the company?'" Mr Goodyear recalls in the book.

"I see an entity that creates a return on capital that is the highest of all our industry peers."

The executive responded with: "That's wonderful. What are you going to tell the other 99.9 per cent of people who work here?"

With all this going on in my head, it was somewhat coincidental to see former Ford CEO Jac Nassar named as the next chairman of BHP Billiton. You have to wonder what role he will play in shaping the future of Australia's most important company.