 This is an invitation to US-based directors and chairs who want to move beyond cookie-cutter and tick-box approaches to corporate governance and board work: I'll be visiting the East Coast in July, and would be glad to meet to offer insights to help lift your board's effectiveness. One of the enduring joys throughout my life has been to serve. Whether it be confidential conversations with board chairs; advising boards or regulators; delivering keynote talks; leading director education workshops; or writing, the call to support directors and executive leaders in their efforts to realise organisational potential is compelling. Already this year, I have accepted invitations to contribute in Southern Africa, Australia, Eastern Europe, and Central Europe. Now, I am delighted to add North America too. In July, I will return to the USA, to deliver a keynote at the International Corporate Governance Network conference. Alongside the ICGN conference, I am available for private meetings with boards and directors based anywhere on the East Coast. The dates are July 14–16th, and July 21–23rd. (*) The ICGN conference (July 17–18th, in New York) is 'the' conference for leaders across the institutional investor, sovereign and superannuation fund, and board/governance communities. This year is the 30th anniversary of ICGN's founding, an important waypoint to consider the role and impact of boards and shareholders; approaches to board work; shareholder and stakeholder interests; sustainability; enduring performance; and 'doing the right thing'.
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 The truth, they say, is a good thing, for it will set you free. This seems reasonable, even self-evident to many. But what is truth? Is it a thing (a fact) or a process? Is it deterministic or does it emerge? Is it absolute or relative? And, in a social context, is truth even possible or desirable? The pursuit of truth conjures the notion of a deterministic 'answer' to a question or problem, without worrying too much about (or even considering) the context within which the truth claim exists. Consider darkness. Does being unable to read a book on the patio at twilight mean it is dark? How might this expression of darkness compare with the darkness inside a sealed cavity into which light cannot penetrate? And what of degrees of truth? If just one instance is discovered to be false, does that mean the entire truth claim needs to be set aside? Complicating matters, something may be 'true' but unpalatable, such as, genocide or rotten eggs. Now, consider health. What does it mean to be healthy? For some, maintaining a balanced diet and sleep pattern is sufficient. For others, health involves strenuous exercise and physical fitness. Yet others pursue mental health, a sound mind and great relationships. Is the threshold one of having food, shelter and security; or is a higher order of fulfilment necessary to be healthy? And, how might health and truth relate to each other? Is truth a necessary condition for personal health, or are there situations in which truth might need to be secondary to health? Are truth and health even related? And what of truth and health in an organisational setting? Are the comparisons similar or different? Who decides and what factors should be considered in the decision process? In the past two years, I have come face-to-face these types of questions on many occasions:
Selecting between two tough options is never easy. The 'least bad' option doesn't sit well in many cases. But as in life, decisions in organisations need to be made, more so in boardrooms. If boards are to provide effective steerage and guidance in pursuit of an agreed outcome, they need to roll their sleeves up, understand the options and make a decision. But with what reference point to the fore? Should boards prioritise being 'right' (legalistic, truth), or should they select options more likely to lead to sustainable outcomes (organisational health)? If boards are to govern with impact, the high road is, in most cases, the better option.
 Boards are under pressure. Every time news of another corporate failure hits the news waves, attention is focussed on the board. Such attention is justified; ultimate responsibility for company performance lies with the board after all. That five out of six directors do not have a comprehensive understanding of the business of the business they are charged with governing suggests that boards deserve the scrutiny they get. Regulators have responded by instituting a raft of regulations—and directors' institutions and others have promulgated codes and ‘soft’ guidance too—in the hope of improving board practice. Activists have not been idle either, voting against those perceived to be ill-equipped to contribute well. To date, actions taken have had the opposite effect in many cases. The rising tide of regulations and codes, and activism, has seen many boards adopt a siege mentality. What is more, many boards struggle with the seemingly straightforward task of making smart decisions to ensure future business success. Research published by Henley Business School nearly a decade ago showed fewer than one in three boards have sufficient cognition, cohesion, commitment and knowledge to reach a conclusion, much less make a smart decision. If the level of understanding of the business amongst directors is low, and the quality of the board's decision-making is weak, it is little wonder aspersions are being cast and board effectiveness is being questioned. Reputations are on the line, and rightly so. Boards are by no means powerless, of course. My global research reveals a common pattern amongst the most effective boards: they are aspirational, and they ask great questions to inform their decision-making. Five questions, in particular, stand out:
If boards are to have any hope of governing with impact, directors need to understand the operating context (market and competitors), emerging trends and disruptions (situational awareness), and the business of the business. They also need probe and verify (that is, ask good questions and cross-check), to determine whether the decision under consideration is not only meritorious, but well-aligned with, and contributory to, the agreed corporate purpose and strategy. Anything less is a dereliction of duty, n’est-ce pas? How does you board measure up?
 I like exploring: old towns and villages, and the countryside; enjoying the landscape, clambering along trails and even into river beds to look more closely at flora and fauna. The pictures that form in my mind’s eye provide important context to understand the scene, and what may have gone before. Take the above image for example, a photograph I took a few weeks ago, having stepped off the path while walking towards a disused railway. This seemingly innocuous scene is of a fast flowing river, in a gorge. But more than that, it is just along from an abandoned gold mining settlement and an extraction plant (who knew?), and it has a name: the Ohinemuri River, this section is in the Karangahake Gorge. If the picture is studied more closely, details not apparent at first glance can be seen: plants in bloom, logs dumped from an earlier flood event, and an adjacent highway. Some details seem inconsequential, like the red blooming plant, others are far more significant (the river obviously floods from time to time, the gorge ‘hosts’ a major highway). Clearly, the act of looking ‘into’ the picture, not simply at it, reveals much. And so it is with board work: to look beyond what is written in board papers, to consider what is not written, the wider context within which the company operates, and still-weak signals that may portend trends and potential disrupters is crucial, if the board is to secure a more complete understanding and, ultimately, make more informed decisions. While some boards behave as if such things do not matter, effective boards know better. They are alert to both macro trends and issues (this recent report, from INSEAD, offers helpful insight), and more immediate matters such as sales figures, staff engagement and customer satisfaction trends. When was the last time you scanned the horizon to understand the wider context within which the company you serve operates, and how long has it been since the board thought deeply about the future, and the various risks and opportunities that might effect the company and its prospects?
 I had the good fortune to catch-up with a dear friend and professional associate yesterday; someone I have not had the chance to interact with for nearly nine months. Tony and I chatted about all manner of things: his new barn (read: man cave and office); our exploits with Rosa (read: 1951 MG Y-type); geopolitics; ChatGPT; and more besides. What was fascinating was that we both found ourselves chatting as if the last time we spoke was yesterday. Before we knew it, some 75 minutes had passed by. My father told me that this is a good thing; a sign of true friendship. One aspect of our conversation that piqued my attention was Tony’s investigations around artificial intelligence and board reports—or, more specifically, his application of large language model tools to discern and make sense of board reports. The rapid progress over the past twelve months is a sight to behold. Tony summarised his experiments and findings. Did you know that if you feed ChatGPT a set of board papers and ask it to summarise the key points, including nuances and appropriate questions to ask in a board meeting, the likelihood of the responses being both insightful and relevant is high? You can also use it to discern whether directors have read and understood the board papers! I have been a sceptic about the application of AI tools for some time but, on the strength of what was outlined, I’m ready to believe ChatGPT (or Claude, or other) can be a real boon for directors struggling to make sense of large data sets. While context eludes ChatGPT (and all other LLMs), and meaning and reasoning too, the direction and pace of travel seems to be reasonable. Certainly, progress is rapid. I went to bed after our call pondering a plethora of options, including whether board directors might be supplanted by machinery in future. Of this, I am doubtful. But where LLMs could be quite valuable is to distinguish between lights in the distance: those that are sunlight at the of the tunnel, and those that are a train heading towards me at great speed. And so, with 2025 underway, is your board ready for what lies ahead? Can it, for example, confidently distinguish between [sun]light at the end of the tunnel and a train headlight? Has it carefully considered options having read widely, invoked various tools including AI tools and debated options; or, does it remain reliant on what management feeds up in the board report? To rely on management reports as the sole source of ‘truth’ is not smart; it never has been. PS: this is Rosa:   One of the most satisfying aspects of my work involves sharing insights gained from 'live' experiences, in the hope they might be of some value to others. Whether it be facilitating a boardroom discussion, advising a chair, delivering a keynote, leading a capability building workshop, or chatting with a colleague, the call to share my knowledge and experience is strong. So, when Mark Banicevich, Founder of Governance Bites, contacted me for a chat, I was agreeable, more so as we had previously explored various aspects of board work (the recordings are available: here, here and here). The topics Mark wanted to explore included boards in crisis situations; ethical dilemmas in governance; and, governance in developing nations. A date was agreed, and the 'record' button was pressed. Now, all three of the fireside chats have been published. You can watch them here ⬇️. If you have any questions having watched them, or want to check something out, please feel free to contact me directly. Boards in crisis situations: Ethical dilemmas in governance: Governance in developing nations:  Today is the last day of 2024, the day many people reflect on the year gone and ponder what might lie ahead. Everything from checking off goals set twelve months earlier, to setting goals and resolutions for the year ahead. I am amongst those who 'reflect and set' around this time of the year. Normally, the exercise involves reading back through notes and notebooks, and pondering goals. This year, I asked for help; not help from anyone who knows me really well, but from a newly-released LinkedIn feature, Coauthor. This is what Coauthor, an AI tool, curated, in both textual and info-graphical form: What happens when a board advisor steps into new territories while staying true to core principles? 2024 showed me. The year brought significant evolution in how I serve boards and directors, particularly through co-founding govern& with Jurate Stanisauskiene to help boards in the Baltics achieve sustainable outcomes.  While I may not have highlighted these specifics 'by hand', the general tenor of the summation by Coauthor is pretty good—save one word: expert. While my record implies a level expertise in several areas, I make no claim to be an expert director, expert advisor or even a governance expert. To use 'expert' in this way is, I think, self-aggrandisement. I am, straightforwardly, someone with a deep interest in the performance of organisations and the contributions of boards of directors. So far, so good. But what of the future? How does AI do when looking ahead? What does Coauthor have to say in relation to 2025? This: govern& will expand its impact in the Baltics while I continue advancing thought leadership in corporate governance. The focus remains helping boards see around corners and make decisions that drive sustainable outcomes. This is a reasonable attempt, as far as it goes. What Coauthor does not, and cannot, 'know' is what sits in the wings, much less how other as yet unknown factors might influence me in 2025. My intent to finish writing Boardcraft: The art of governing with impact is not mentioned, nor is a significant initiative to support boards in several developing nations, or speaking engagements at conferences in New York and Milan. And therein lies a critical limitation. When AI writes the news, it can but summarise the past. And, generally, speaking, it does this very well. Making statements about what might lie ahead is much more difficult; anything requiring mimicry of human traits—such as intuition, reasoning, sense-making and undeclared preferences—are beyond its capabilities. Boards need to bear this in mind when considering if, how and where AI might 'fit' when considering strategic options. AI can be an incredibly powerful enabler, and its application to drive efficiencies and expose new sources of competitive advantage should be explored. But, great caution is needed: as attractive as the outputs from LLM models appear to be, their predictive power beyond the next word, or ability to credibly simulate social traits, is rather more limited. Regardless, thank you for your supporting 2024, and best wishes for what lies ahead in 2025.
 That life is complex and unpredictable is a truism. And, though the frequency and impact may vary, change is a constant, it seems. If one is to thrive (succeed, realise goals) in such an environment, adaption is critical having detected something has changed. To ignore or pay lip-service to change is folly, and to guess how to respond is about as reliable as gambling. The same principle applies in organisational and boardroom settings. As in life, some of what is seen, heard or read is reliable, but much is not—to the extent that descriptors such as misinformation and disinformation have become commonplace, even hackneyed. Consequently, those charged with providing effective steerage and guidance need to be alert, to ensure decisions about how to proceed are underpinned by accurate data from reliable sources, and insights from conversations and analysis. Two techniques I have found useful when considering decisions with strategic implications:
If boards are to make sound decisions, directors need to breathe—to create space and time to consider options well. Boards should also agree on the decision criteria, process and timing at the outset; guard against being drawn into irrelevancies along the way; and, employ a strategic mindset throughout. How does your board measure up in this regard?
 I have a thing about bridges. They are, in my mind at least, points of connection: not only between physical locations separated by water or chasm, but also between people, and between seemingly discordant ideas. This week I have been in the United States and Canada: in Chicago, to deliver a keynote at the Private Directors Association national conference, lead two masterclasses and fulfil other engagements; in Toronto, to speak at a Governance Professionals of Canada event and attend other meetings; and, in Knoxville, to catch up with a dear friend of some 45 years and take in some local history. In my downtime, I have done as I usually do: sate my curiosity—taking in the local sights, sounds and smells, and getting a sense of the history. From lakes (Michigan and Ontario), rivers (Tennessee) and vistas, to monuments, plaques and people, the social fabric that makes a place, well, a place is plain to see and feel. And, as I walked, I stopped periodically, to ponder those who went before, what they might have thought, and their intentions and actions as they went about their lives.  Then, last night, as I enjoyed hospitality in Knoxville, my mind was drawn to a comment my father shared many years ago, “Bridges are made for crossing, not burning.” Now, five decades on, I would add, “Bridges should be built and then crossed.”  To cross a bridge as it is being built is folly. Not only is this a poor use of resources, the likelihood of arriving at the intended destination is low. But this is what many executive teams and boards seem to do—they work it out as they go, or they assume that someone else has the matter in hand. Sometimes, they are so busy operating that they do not look past the here and now. But that is hardly a sound way to create value or a thriving business that endures over the longer term. The role of the board of directors is to govern, meaning to provide effective steerage and guidance. And, one of the four principles of corporate governance is ‘set direction’, meaning, to determine corporate purpose and strategy. And therein lies an awkward bridging question: If a company’s board has not set direction, what hope should the executive have of leading well; or the staff being productive; or, ultimately, of the potential of the company being realised? The strategic governance framework is one option boards may wish to consider, as they strive to see around corners and govern with impact. PS: For curious readers: The bridges pictured are the Gay Street Bridge in Knoxville, and the Michigan Avenue Bridge in Chicago.
 I was fascinated last evening, at a variety of behaviours on display following news that UA787, a flight from Houston to Chicago-O’Hare was delayed due to a technical problem. The captain provided updates, initially announcing the delay and reason. A little later, he came on the PA again, to apologise. Then he added, “that the engineers were working on it, and were confident of resolving the issue soon.” Some, likely the elderly gentleman I was seated beside, were a little anxious. He was being met by a family member and did not want to put the family member out at all. His response was to ask the flight attendant for an ETA, so he could make a telephone call to the party meeting him. Others, such as the business woman seated across the aisle, became agitated, as if the delay was the flight attendants’ fault; the impression being that she was busy and important and, therefore, the problem needed to be fixed “now”. Her response was direct: as soon as she had the opportunity, she collected her things and hurried off the flight. Others got off too, without fanfare. Yet others, sat quietly and waited, knowing there was little they could do. The situation provided an impromptu study of human behaviour and, in particular, how some people seem to have lost (or rejected) the art of waiting. I wanted to get to Chicago as much as any other passenger, especially having already flown in the care of Air New Zealand from home to Houston. And, a younger me may well have become frustrated at the situation, as the woman who left abruptly. But, I have learned to leave those things we cannot control to others. As I reflect on the experience, my mind is drawn to board work. The role of director is one of service. Have I allocated sufficient time to not only read papers, but consider them and read further? How patient am I when arrangements do not flow as planned, especially logistical arrangements? Is my schedule crammed, or does it provide space, not only as contingency but also for critical thinking? The very best directors arrive at meetings prepared, calm, and ready to go, having allocated space before the meeting, to read, think, and prepare questions. The rest, who tend to look harried and unprepared, need to reflect on their situation. Why are they not ready to contribute well? Are they poorly organised? Are they overboarded? Ultimately, are they fit to serve as directors, given the duties they owe? PS: UA787 departed 57 minutes late, and arrived approximately 24 minutes behind schedule. The Captain apologised once more. Flight attendants were polite. Passengers were looked after. The world didn’t end.
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Dr. Peter Crow, CMInstD
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