 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?
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 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?
 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:  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 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.
Recently, I had the great fortune to sit with Mark Banicevich, a business leader, to record a set of three fireside chats for his Governance Bites series. Mark was keen to get my take on several topical aspects of boards and governance. The first of the three conversations is now available to watch. (The second and third conversations in the series will be posted in April and May.) In this conversation, we explored board work in various jurisdictions, noting differences and similarities along the way. While a 20-minute whistle-stop conversation is hardly sufficient to do the task justice, I do hope it encourages you to explore further, and is a catalyst for some conversations. And, may I ask... is the commentary helpful or not? What do you agree or disagree with? I'd be glad to hear your thoughts, either in the comments section below, or directly, if you prefer.  As regular readers know, I read widely; topics I explore span (in addition to core themes of corporate governance and strategy) include philosophy, neuroscience, business, history, military strategy and more besides. I usually take notes, as an aide memoire for later reference. Some articles are memorable, others less so. This one recently-published article piqued my attention because it reminded me of a question I face most weeks: "What do you do?" Most enquirers expect to hear a job title or a profession, to enable them to 'position' me, which is fine if the 'job' is a well-known profession or vocation, such as a doctor, teacher, plumber or lawyer. But what about a director, or an advisor? Is offering a one-word response helpful? Might it enlighten or obfuscate? For those who understand the roles of director and advisor, one-word descriptors are adequate. But for others (the majority, even most?), the response is more likely to an awkward smile, as if to say, "I wonder what one of those is or does? Does he mean a company director, a movie director, an orchestra conductor, or something else?" or, "What is an advisor? It sounds like a fancy name for a consultant." What an unhelpful interaction! Clarity and simplicity are vital if we are to communicate effectively. And the effectiveness of what we utter—whether our message got through—is determined by the listener not the speaker. With this in mind, I try to read the person before answering. If they appear knowledgeable of business matters, I tend to say I work with boards, sometimes adding that I help them see around corners and govern with impact; an advisor. But if not, I say I'm a troubleshooter who works with business leaders, or something along those lines. One thing I never say: I'm a consultant—they are people who make decisions and implement things for others. I don't. Rather, I ask questions to gain insight and make suggestions. Whether the client takes up the advice or not is their decision. So, returning to the headline question. The words we utter: do they matter? Yes, they surely do, if we are to communicate well.
 The end of 2023 is nigh; consequently, minds have turned to end-of-year celebrations, various secular and religious festivals, and, inevitably, reflections. Twenty twenty-three has been a standout year for me for several reasons, not the least of which have been many expressions of encouragement, support and endorsement as I have sought to help boards govern with impact. That I have had the opportunity to contribute is a delight. But more than this, the seemingly simple fact that directors, boards, shareholders, institutions and others invite me to advise, assess, educate, speak and otherwise provide counsel, is a great honour. Thank you to everyone who has sought me during the year and entrusted your situations to me. These are cherished interactions. As I sit back, in these final hours of the 'business' year, I have found myself pondering 'reach'. This, a response to a question from a friend who, knowing of my recent trip to Kenya, wanted to know how many countries I had visited in 2023. When I checked back, this is what I discovered:
Superficially, this sounds like a busy year. And it has been. But, I hasten to add these data are neither targets nor badges of honour. They are, simply, footprints: evidence of my travels as I have sought to help boards govern with impact over the past year. Looking to 2024, my intent is to continue to serve—subject to boards and directors wanting guidance, of course! For now though, my objective is more selfish: it is relax, read and recharge, in readiness for what lies ahead. Best wishes as you close out 2023, and turn the page to reveal 2024.
 The prospect of looking back on the year past at this juncture seems a little odd, even presumptuous, given five weeks remain in 2023. And yet, with the onset of the holiday season (Christmas, Hanukkah, Diwali, as relevant in your cultural setting), I have noticed minds are starting to turn; casual comments in my hearing indicate some people are starting to reflect on the year soon-to-be-gone; others upon what the future might hold. As someone called on to think broadly about organisational challenges and opportunities, and to share insights that might be helpful to helping boards govern with impact or realise organisational potential, I too, take time to ponder. To think about what has passed, what lies ahead, and how one can help is not only smart, it is vital—if one is to learn, make adjustments to stay on track and achieve goals and, over time, become a better person. Turn now to the person you see in the mirror. What did you set out to achieve in 2023? Did you set specific goals? If so, have you checked progress? Are you still on track? Have you taken into account changes in the environment around you and made adjustments, or have you pressed on in spite of changing circumstances? As a leader, you owe it to yourself—and all those you interact with—to check progress periodically and make adjustments if you have veered off track or lost sight of the goal. For the record, my goal for 2023 was audacious; to ensure every director and board I had the privilege of serving, globally, derived some benefit from the interaction. The goal was audacious because 'every' set a high bar; essentially, it left no room for slippage! Thankfully, feedback to date suggests I'm doing OK. Hopefully, the feedback still to come is consistent with that received through the year. If it is, I'll wrap up the year contented; tired but contented.
 Twice this week, I have been asked about my reading and thinking habits. One enquirer wanted to know much time I spend reading and pondering insights garnered from various authors; the other whether I schedule [slow] thinking time. Although neither asked explicitly, both enquirers seemed to assume that quiet time and the notion of reading widely are important to me. And, indeed they are. But, why? The practice of reading serves, I think, two inherent objectives: to maintain currency with trends and developments, and to become a better person. The objective is not to become a technical expert capable of regurgitating data and ideas (ChatGPT can do that), but a more holistic thinker—one who discerns problems and opportunities, considers them from different perspectives, asks appropriate questions and draws relevant conclusions. More succinctly, someone who leads a reflective life. May I propose something? To philosophise is to breathe. In my experience, and that of others who I have been fortunate to interact with, the ideas that emerge from the practice of philosophising provide a solid foundation for that which follows. And yet many business leaders and board directors claim to be too busy to take time to ponder (think about) possibilities that might lie below the surface or around the corner. Quite why such a (seemingly) bedrock activity is neglected is a curiosity to me; high quality thinking is an antecedent of effective leadership and governance, n'cest ce-pas? When people I interact with, especially friends and clients, say they see a better me (someone who is on top of his game, is nice to be around and who offers relevant and considered advice), such observations tend to coincide with a period of reading literature (or other so-called 'brainy' books) and thinking deeply about the questions posed by the authors. While comments like this are gratifying, they serve a higher purpose: to remind me to make time, regardless of what else is going on around me. (And, in case you are wondering, my answers to the enquirers were, "About 12–15 hours each week" and, "Yes.")
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SearchMusingsThoughts on corporate governance, strategy and boardcraft; our place in the world; and other topics that catch my attention. 
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Dr. Peter Crow, CMInstD
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