 “If a high-performing board chair was an animal, what animal would it be?” This was the opening question to panelists at a High Performing Chair conversation hosted by the Institute of Directors in Tauranga last evening. I had the privilege of serving on the panel alongside Debbie Ireland and Nathan Flowerday to offer some comments about our experiences chairing the boards of large, medium and smaller organisations. The opening question set the tone for what followed, for it got those in attendance thinking, about the capabilities and attributes of an effective chair, and what distinguishes a good chair from a great one. The responses from the panelists were instructive; three different perspectives drawing out critical attributes common amongst highly-effective chairs:
Panelists went on to respond to a wide range of questions from both the moderator and the floor, covering such matters as meeting management, chair–chief executive relations, communications, tenure, balancing priorities, handling crises, continuing development, and strategic decision-making. Thanks to Brian Staunton, for your expert moderation of the panel, and the Institute, for hosting the conversation. I came away more well-informed than before, and hope those in attendance did too.
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 Have you ever stopped to wonder why so many companies fail to realise the potential they aspire to? When I speak with directors, the desire to operate at high levels of performance is palpable. In my experience, most say they aspire to have a great impact. But when one looks more closely, a great many boards struggle to break the shackles of average: they are constrained by confusion over the role of the board, impaired by dysfunction within the boardroom, and/or expectations are misaligned. A recent survey (conducted by PwC) highlights the characteristics of high-performing boards:
This is quite a list! Yes, it is. But most of these characteristics are consistent with the findings from ground-breaking board research conducted over a decade ago. That research concluded that if the board is to have any impact beyond the boardroom (especially on firm performance), three things matter:
Board structure and composition is relatively less important, to the point of being insignificant. This finding (now known as the Strategic Governance Framework, see this article for a summary) emerged from a peer-reviewed long-term observation study of boards going about their work—one of a small handful conducted to date. As with studies conducted by the late Jane Goodall, my study sought to get as close as possible to the subject of interest (the board) to observe them in their 'native' habitat. That meant direct observations, for the board only exists when the directors meet. Since that time, the Strategic Governance Framework has shown itself to be a useful mechanism to help ambitious boards move beyond orthodoxy and box-ticking, to realise organisational potential. But the embrace of such a mechanism is not without its challenges: it means stepping away from the perceived safety of 'best practice' recommendations—a daunting prospect of some. Ultimately, boards must decide: is compliance with contemporary recommendations, codes and regulations sufficient to discharge duties owed, or is more required? For those who decide more is required, the Strategic Governance Framework may be worthy of consideration.
 Today, on the third day of an intrepid journey through several Eastern European countries, we have been exploring Kraków Stare Miasto—the Old Town—searching for glimpses of how life was lived in the past. Back streets and less-trod paths, away from trinket stands and touts, are my happy place, for they offer opportunities to peer beyond facades and veneers. This scene was one amongst several that caught my attention today. The seemingly decrepit building itself was far from remarkable—but then I noticed two signs—clues to what lay inside: a five-star hotel named after a Polish polymath, and a Michelin-starred restaurant. Who knew? As I looked at the building and signage, a woman sauntered past, on the phone to an unknown soul and seemingly oblivious to her surroundings. My mind wandered. Who was she speaking with and about what? Was she a local or a visitor? What were her circumstances? Wittgenstein cautioned people to reserve judgement, for what seems to be so may not actually be so. The imagery and parallels with board work are stark. Statements written in board packs may seem complete and accurate, but they may not be. Often, there is more to the story than what is first ‘seen’ in the board pack. Depending on how eloquently the papers have been written, directors may find it easy to form opinions quickly—jump to conclusions, even. Directors should resist such urges! Boards have a duty of care to look beyond the facade, to gain a more complete understanding through discovery and debate, before deciding. Some boards do this well; some are well-intended but struggle; and yet others appear to be motivated by looking good (as evidenced by complying with various ‘best practice’ recommendations and corporate governance codes) than doing what it takes to operate as a high-performing unit. When the pretence of keeping up appearances is stripped away, how does you board stack up?
 Regular readers know I am “all in” when it comes to corporate governance and strategic leadership, to help boards of directors realise the full potential of the organisations they govern. The calling has seen me travel extensively for many years now, in response to requests to deliver keynote talks and guest lectures, assess board effectiveness, undertake confidential advisories, and more besides, in places as varied as Vienna and Vilnius, Brisbane and Barcelona, Singapore and San Francisco, Coventry and Cape Town, New York and Nairobi, and, of course, at home in New Zealand. Over the past few years, I have fielded an increasing number of requests, from both aspiring and established directors frustrated by cookie-cutter approaches and ‘best practice’ recommendations, to package my accumulated expertise into a workshop format, to enable groups of directors to invest a day or two to explore modern approaches to board governance, and increase the likelihood of achieving and sustaining high organisational performance—all in a Chatham House Rule environment. I’ve heard these calls, and am thrilled to announce “Boardcraft: The essence of high-performing boards”, a learning programme curated specifically to supercharge ambitious boards, to get to the next level and beyond. Yes, you read that correctly. During 2026, Boardcraft will be on the road, travelling to you! Available in one- and two-day formats, for intimate groups of up to 30 directors, this practical programme is underpinned by world-class insights from global research, and taking into account emerging themes and practical experiences garnered over several decades. Boards are welcome to request an exclusive programme too. Every programme will be delivered by me, in person. Every participant will receive a detailed reference booklet and a certificate of participation that can be used for professional development purposes. Expect to explore the following themes and more, in a highly-interactive format, with real-world case studies to lock in newfound insights. Expect to be challenged too!
Want to know more? Get in touch today. Enquiries from individuals wanting to register for a programme, and from boards wanting to schedule a dedicated session, are most welcome. And, if you are interested in hosting a programme, I would be delighted to hear from you too.
 The ways board directors prepare for board meetings is changing. Gone are the days when most directors simply turn up for the meeting, open the supplied packs and rely on their instinct as they sit through presentations by management (read: work it out on the fly). Most directors these days are well-intentioned, having diligently read papers before the meeting (having received them via a portal tool, PDF stack or thick package of printed materials). Some of these directors augment their reading with additional enquiries, in an effort to fill in blanks or formulate suitable questions to ask during the meeting. Though a small coterie still rely on their instinct to listen carefully and discern in real-time (read: work it out on the fly, during the board meeting), the world is moving on, and rapidly so. The emergence of AI assistants is proving a boon for smart directors: they are embracing a new generation of tools to enhance their preparation—on the basis that better preparation is an antecedent of better decisions. Preparation takes time, of course, and many directors say, "It'd be fine if I had the time." My response is curt: "Given the duties you owe, and the importance of governing with impact, what else might be more important than preparing well?" In the spirit of collegial learning, how useful are Shekshnia and Yakubovich's insights, and how are you using AI to augment your board meeting preparations (if at all)? Please comment below.
 Guest blog: Dr. Cletus Kadzirange (GBS Oxford University, United Kingdom) By now, almost everyone has heard that artificial intelligence is revolutionising the commercial world. In addition to creating customer insights and automating procedures, it offers advice on hiring, pricing, and medical diagnosis. Around board tables, the atmosphere is frequently positive—AI is quick, intelligent, and full of potential. While boards are positive about possibilities, are they prepared to govern AI? This is a governance question, not a technological one. The most progressive boards are starting to realise that monitoring AI requires far more than a digital strategy, because AI has the potential to affect reputation, social license, compliance, ethics, brand, and more besides. Questions boards should consider centre on accountability, transparency and long-term risk management:
AI is no longer a back-office technology. Already, it has emerged as an important enabler, influencing operational, strategic and reputational performance. Consequently, boards that ignore AI as someone else's problem may be blindsided. Boards need to ask questions to ensure AI literacy is adequate, risks have been well-assessed and that governance practices are fit-for-purpose. This is not a matter of dreading the unknown: it is about providing effective steerage and guidance. Has your board discussed AI governance in a genuine, systematic way yet? It not, it might be time to get started. About Dr. Cletus Kadzirange:
Cletus is a pracademic in corporate governance and company law who consults, trains and writes on various aspects of corporate law, directors' duties and governance. His specific expertise lies in implementing forward-thinking governance frameworks and sustainable practices that foster long-term value and ethical stewardship. I had the very good fortune to be in Boston recently, a brief visit to respond to a couple of enquiries ahead of the main reason for visiting the US East Coast, which was a keynote contribution at the International Corporate Governance Network annual conference in New York. When told Thomas Doorley III, the founder and now emeritus chair of Sage Partners, of my travels, he was quick to suggest we should meet up. Tom is a generous man. We have known each other for nigh on a decade now. I always come away from our conversations feeling enriched having sat with him and listened. So, when he spoke of his new project, a podcast series entitled, "Navigating the fog of change", and asked if I would sit with him, an affirmative response came easily. Our conversation, which explored the role of boards in times of great change, including the critical 'compass' role, is now available on the Sage Partners' YouTube channel. I'd be gratified if you would listen in. It'll cost you 29 minutes, that's all! And, once you've listened, if you have questions or comments, please feel free to reply below, or get in touch with Tom or me.  Just over two years ago, I mused on the topic, "Artificial intelligence and board work." Then, as now, I was interested in the impact artificial intelligence tools might have on the work and effectiveness of boards of directors. While I have mused on the topic of artificial intelligence several times over the years, this is what I had to say in April 2023: The rapid emergence and now widespread awareness of ChatGPT has been a catalyst for many of these enquiries, it seems. I have been fascinated by the unfolding situation, not only because of a longstanding interest (I studied artificial intelligence at university nearly four decades ago), but also the speed by which awareness has spread, and expectations climbed to such stratospheric heights, is unprecedented. Now, 28 months on, interest and usage is soaring. New systems are being introduced, almost daily it seems, and many companies have set up groups to explore what might be possible. Expectations remain high, partly as a result of bold claims by those offering AI tools and systems for sale, but the prospect of securing 'first mover' advantage is enticing too. In relation to board work (that is, corporate governance), some say real-time systems and artificial intelligence technologies may obviate the need for a board, although I am not hearing such claims as often as in 2023. (It could be fewer claims are being made, and less often; but might be that I have become somewhat deaf to them too.) What is becoming apparent though, is that cognitive off-loading to AI may have an unintended consequence: laziness and loss of mental agility. Researchers at MIT's Media Lab have observed that people who rely heavily on AI become lazier over time. And, with it, they may be placing themselves in danger of their critical thinking ability atrophying. Critical thinking and mental agility are core capabilities of effective directors, so what might this research insight mean for board work? Directors owe a duty of care, to ensure they are adequately informed before the board makes a decision. How might they protect themselves—to ensure, on one hand, they make effective use of tools and systems that help make sense of data but, on the other, not lose the ability to make smart decisions amidst complexity?
 I had a fascinating conversation yesterday, with an esteemed board chair I have known for some years. Our wide-ranging exchange saw us dip into several topics of mutual interest including family and my recent 'elevation' to grandfather-hood; an upcoming advisory engagement; the importance of ongoing education for directors, especially in relation to 'soft skills'; techniques to chair a board meeting well; and board agendae. During the flowing conversation, Robert (*) said he had recently chaired a meeting in which a couple recommendations within what he called the “QuarryGroup Report” (a board/governance assessment that I completed last year) were to the fore. Referencing the recent meeting, Robert said the agenda was packed, and that management had put up many papers to support the agenda items and ensure directors were well informed on what it deemed pertinent matters. He added that the meeting agenda was too full for meaningful discussions, let alone informed decisions. When I asked how he handled the situation, he referenced the QuarryGroup report. He said three items stood out as having strategic implications for the business and decided that is where the board should spend its time. He spoke with several directors after the board pack was issued and, in board alone time immediately prior to the meeting, confirmed the three items would take precedence. Through this action, Robert asserted control over the board's meeting. Management had proposed an agenda and prepared papers based on what it had thought important, which is OK, but Robert and the board had a different perspective. Some readers may wonder about Robert's actions. Is it reasonable for a board chair to propose ignoring items or altering an agenda? Surely, management understands the key issues that need attention better than the board? I suggest the guiding principle to inform a response is this: The role of the board is to govern (to steer, to guide, to pilot). And, if the board is to have any hope of providing effective steerage and guidance, directors need to understand their role, and they need to apply their minds to the major issues and opportunities that lie ahead and make decisions accordingly. For this, the board needs to drive the agenda and ask management to prepare reports accordingly. Research shows that if this does not happen, the likelihood of the board influencing the performance of the company is low. When I asked Robert how compliance reporting and historical performance was handled (the board's 'control' role), he calmly said, "That is what committees are for." I smiled, for I was in agreement. What are your thoughts on this? Does the principle described hear apply everywhere? (*) name changed.
 Over the years since it was founded by Marc Randolph and Reed Hastings (in 1997), Netflix has been at the forefront of entertainment and innovation. Initially a rental service, the company introduced a streaming option in 2007 and, as they say, the rest is history. The company has also garnered attention for its innovative approach to corporate governance—one based on proximity more so than distance. I wrote about it several years ago. The approach, founded on governance by walking about and pragmatic reports, ensured directors were adequately informed to make smart decisions. But that was then. Now, eight years on, things have changed somewhat. Jay Hoag, a venture capital investor, was voted off the board recently, after pressure was applied by Institutional Shareholder Services, a data analytics and proxy advisory firm. It turns out Hoag missed three quarters of the board and committee meetings he should have attended. Given the Netflix board usually meets quarterly, it follows that Hoag attended once per year. Quite how anyone can contribute well if they don't attend meetings, is beyond comprehension. That shareholders have taken a stand on the matter is laudable. Well done ISS, for bringing Hoag's absenteeism to the attention of shareholders. But other questions remain:
If boards are to have any hope of governing with impact, all of the directors need to be appropriately engaged (capable and present). Ideally, the board should adopt a robust governance framework too, to expedite effective steerage and guidance. How does your board stack up in this regard?
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