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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.
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 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.
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Dr. Peter Crow, CMInstD
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