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    What if a board chair was an animal?

    Corporate Governance Director Development Effectiveness Leadership Management Value Creation
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    “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:
    • Wolf: sometimes out the front, sometimes amongst, and sometimes leading from the rear.
    • Kea: naturally inquisitive, tenacious, asking questions
    • Lion: power by presence, overseeing, exercising strength when needed
    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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    Preparing for board meetings: how?

    Accountability Artificial Intelligence Corporate Governance Decision Making Director Development Governance Value Creation
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    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.
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    Boardroom effectiveness: Managing difference

    Corporate Governance Director Development Diversity Family Business Language Monday Muse
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    In recent times, diversity, equity and inclusion (often, DEI) has become topical in many spheres of business, social, organisational and political life, and boardrooms are no exception. The moot is that increased in-group diversity directly enhances organisational (project, team) performance. While this remains unproven, expectations are running high, and there are no signs they are abating.
    With this development, tensions have become apparent: between those people and groups who argue that demographic diversity is material to better outcomes, and those who do not; those who assert that boards should be representative of the shareholders or communities they serve, and those who prefer the best governors in the room, regardless of representation, to ensure the best decisions are made. 
    These tensions, and the underlying complexities extant both within an organisation and in the wider marketplace, are real. Boards ignore them (or discount or run roughshod over them) at their peril. Difference needs to be acknowledged and harnessed, to draw out multiple perspectives. But directors need to be sufficiently mature and wise to also align their efforts, to ensure great decisions are made having taken various contextual factors into account. This is hard, not only because directors need to find common ground where little may exist, but also because cultural differences tend to run deep and they may be difficult to navigate.
    Seemingly straightforward matters are almost guaranteed to become difficult if cultural norms are ignored or brushed over. Consider these cultural scenarios, all of which I have experienced over the past twelve months:
    • Starting the meeting 60 minutes after the advertised time. This was a misread on my part: the hosts started at the advertised time, but not with the business meeting as I expected. There was a formal welcome and a light meal (culturally normal for the board, but not advised to me). Around 60 minutes the after we first assembled, the chair called the directors and visitors together, and the 'formal meeting' got underway.
    • A female board member seemingly ignored. In the West this would be uncommon; indeed it would be offensive for some. But it happened during a board observation in a highly patriarchal community setting. While the group seemed to be accommodating, the woman was present in body only; cultural norms prevented her from speaking or otherwise contributing in any meaningful way.
    • An entire group I was working with went silent on me. The group had been animated and engaged until they were asked a question that put them on the spot. Rather than engaging with the question, or expressing their discomfort at being asked, they simply sat and waited, and waited. After a minute or so, I asked for help. The group 'leader' said that, culturally, they preferred not to debate sensitive matters 'in public' (that is, with outsiders, such as me).
    When working across cultures, seek first to understand. Breathe. Invest time and effort to learn how others think; what drives them; how they feel; how their mind works; how decisions are made; and whatever else seems relevant. And, what is more:
    • Prepare ahead of time.
    • Read widely.
    • Ask for guidance.
    • Learn how to ask questions in a culturally safe manner.
    • Listen carefully, especially to what is not spoken.
    • Break bread together (gather socially, over a meal).
    • Travel together (to remote meetings).
    • Spend time in each other's company. ​
    The group leader (board chair) has an incredibly important role in this, to draw everyone into the conversation; acknowledge difference, but harness it for the common good.
    Finally, a note: The techniques listed here are simply suggestions. But, in my experience, they can be incredibly powerful catalysts upon which relationships can develop and trust can be built. Ultimately, if boards are to have any hope of governing with impact, a sound understanding of 'who' is in the room, and 'how' they think, act and contribute is necessary. Invest time and effort, it'll pay off.​
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    Making space, to grow some more

    Accountability Corporate Governance Director Development Effectiveness Monday Muse Performance Tough Questions
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    I have been watching the leaves on a potted plant go a little yellow in recent days. Something is not right; the plant has been suffering, clearly—but why? Had I been over- or under-watering it? Or have I applied the wrong amount of fertiliser? After checking with sources more knowledgeable than me (a book in my library, but also Google), the penny dropped. The plant had become root-bound, a victim of its own success. Simply, the pot had become a constraint. The resolution? A bigger pot, to provide space for the plant to thrive once more. Now, we wait.
    Boards and companies are analogous to the pot and plant in this illustration. The pot holds the plant and provides space for it to thrive and grow. Sometimes, a new pot is the change needed if the plant is to thrive. And so it is with companies: sometimes changes are needed at the board table to reinvigorate decision-making, steerage and guidance.
    Whereas plants tend to droop, go yellow or otherwise signal poor health, tell-tale signals that it might to be time to make adjustments in a boardroom tend to be visible too. Examples include:
    • Directors no longer ask probing questions—or any questions—indicating they may not have prepared adequately or simply lost interest.
    • Director expertise no longer matches that required to properly assess performance, hold management to account, or consider investment proposals.
    • The company ‘out-grows’ the director, especially in relation to complexity and required expertise.
    • One or more directors start behaving erratically, including non-attendance.
    • Relationships amongst directors or with management become fractured.
    • An action or behaviour leads to a loss of trust.
    • Emergence of conflict amongst directors.
    • Directors starting to 'die on the vine' (long tenure).
    • Strained relations with powerful shareholders (especially relevant in closely-held private companies, family businesses and PE-owned firms).
    While this list is far from exhaustive, it is indicative. Notice many of the signals (that a director is out of their depth or no longer fit to serve) tend to be behavioural. But how might any shareholder or supernumerary know the real situation given boards tend to meet and operate behind closed doors? Something might seem to be amiss, but what, and who?
    A governance assessment (note, not a board evaluation) can be a useful tool to assess the effectiveness of the board and the governance 'system', and to diagnose any underlying problems. These should be conducted annually, by a credible independent assessor. Recommendations emerging from such an assessment need to be taken seriously. Boards that dismiss evidence-based recommendations out of hand, or make cursory adjustments only (the "sweep it under the carpet and hope for the best" tactic), should take a good look in the mirror. The response is itself  a clue—defensiveness tends to confirm that all is not well. 
    When something doesn't quite seem right, check it out. Directors serve at the pleasure of shareholders, and replacement is always an option. Often, it is a very good option; sometimes, it is the best option. Normally, a simple majority is all that is required to both appoint and remove a director. To give the director the benefit of the doubt is rarely the best option. Finally, if a decision is taken to remove a director, act on the evidence quickly, but do so quietly. 
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    Looking back, for guidance to move forward

    Corporate Governance Decision Making Director Development Effectiveness Governance Language Performance Research
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    Questions of where we came from, why various things happened or evolved as they did, and what we can learn from them to guide us as we live our lives fascinate many people—me included. From neo-lithic henges and stone circles, to the development of more recent industrial-scale enablers (notably, the wheel, the printing press, manufactories, the motor car and the Internet), man has long been fascinated with history, innovation and possibility. When we ponder historical developments and innovations such as the examples noted here—and other foundational things like language, writing, mathematics, ethics and civics—we gain insight to apply in our daily lives or use as a springboard to try to make new discoveries. This maxim applies personally, in family and social groups, and more broadly in society—and if we ignore it, it may be to our peril.
    The idea of learning from those who have gone before us is applicable in organisations too. How else would individuals and teams know what to do? This is what learning and development departments organise, and why professional development programmes exist.
    In the realm of boards and boardwork, relevant questions include three I have been asked most often over the past two decades: What is corporate governance; what is the role of the board; and, how should governance be practiced? That these questions are asked so often suggests directors (at a population level) lack the knowledge needed to be effective.
    Helping directors and boards govern with impact is a calling for me, so when Mark Banicevich invited me to explore the history of corporate governance—well, make a fleeting visit across a few high points in the Western context—I jumped at the chance. Hopefully, the commentary is helpful. Do let me know whether you agree or disagree with the various perspectives, and why, because I’m no Yoda (use the comment section below, or contact me directly). Life is a learning journey for me as well!
    This conversation is the third in a series recorded recently. Recordings of the first and second conversations are also available.
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    Around the world, in twenty minutes

    Accountability Corporate Governance Director Development Governance Leadership Sustainability
    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.