One Minute Governance

ANNOUNCEMENT: Sound-Up Governance is back on January 20th

Head to http://www.groundupgovernance.com for more

 

TRANSCRIPT:

Hi everyone, this is Matt Fullbrook and I'm back on the Ground-Up Governance platform after a long absence and I've got a new idea. If you're listening to this on a mainstream podcast platform and don't know what I'm talking about, head over to groundupgovernance.com and just start putting poking around. It's the only place you'll be able to check out this new idea, at least for the time being. So, long story short, I created Ground-Up Governance with the amazing Nate Schmold. He's the illustrator who effectively made this whole thing worth following. After a couple of years, Ground-Up Governance became too hard for both Nate and me. 

 

Don't get me wrong, this is for sure at or near the top of the pile of most fun and gratifying things I've ever worked on. But it's so much very difficult work and it got to the point where each new post felt like it was less important than the previous one, but no less difficult or time consuming. Then we both got distracted by other professional and personal things and, well, lots of time passed. So here we are. Sorry about all that. 

 

Just so you know, Nate and I are starting to work on what I hope will turn into another large scale and super fun project. Time will tell on that one. Anyone who follows Ground-Up Governance will be the first to know. In the meantime, I have a cool thing that I want to try out. I'm going to put out new episodes of the Sound-Up Governance podcast, but make them a little bit more like the format of my One MinuteGovernance show. 

 

What I want to do is have conversations with interesting people in the corporate governance space. But instead of turning the recordings into long and heavily edited podcast episodes, I'm going to, you know, grind them up into smaller bits. Get it? I expect each episode to be somewhere in the 3-7-ish minute range. I'm also going to use them as an opportunity to craft some music. Some of it might be kind of janky because I'm not going to have a ton of time to put into it, but the goal is to have different music for each episode, even if some of it is kind of embarrassing or unfinished. 

 

This whole thing is going to start off with someone Ground-Up Governance followers will already know: my awesome friend Andrew Escobar, who's an experienced corporate director, a big governance thinker, an open banking nerd, and one of those obnoxiously thoughtful, generous and fun dudes. He and I had a conversation recently that I think will make up the first 13 or 14 episodes of this project. I'll post the first two on January 20th so be sure to subscribe before then to stay up to date. If you like what you hear then please be bold and let me know. I'm only interested in making content that you find useful, fun or otherwise worth checking out and I only know if you think it's worth checking out if you let me know. You can like or comment on the posts or send me a note privately or whatever else you want. And if you have ideas for people who might make good guests or if you might make a good guest that would be helpful too. I'll remind you about all this when the time comes. Just be prepared to send a thumbs up or down my way so I know how you feel for now. Happy New Year and thanks for listening. It's really exciting to be back at Ground Up Governance. See you in a couple weeks. 

252. Season 5 wrap-up

OMG is written, produced, narrated and scored by Matt Fullbrook.

 

TRANSCRIPT:

Here we are at the end of another season of OMG. Invariably, during the process of writing the last episode of a season of the show, I find myself wondering if I’ll do another one. Not because I don’t want to or because I think it’s not worth it. It’s just never clear if I’ll have any more ideas, let alone FIFTY more ideas. So, who knows? Anyway, I don’t know about you but I think this season has been the one with the greatest potential to transform and improve your board. It’s been about taking the implicit and making it explicit. It’s been about letting go of assumptions and making space for something new. It’s been about taking time to validate the things we think we do really well and welcoming the potential to do things even better, even just a little. My hope in making this show is that every once in a while you might find something in here that sticks with you long enough to actually change the way you work with your board and executives – even if it’s just a tiny change that lasts only one meeting…or even just one minute. Writing this season has caused me to re-think some of my own behaviours when working with organizations. I mean, without OMG I may never have started questioning my own concept – or lack of concept – of what good governance even is. So this is a long way of saying thank you for listening. If you enjoy the show, please share it with a friend and consider leaving a rating or review on your podcast app. It REALLY helps. And when the time is right, maybe I’ll be back for a sixth season. See you then!

251. What is the point of the question I'm about to ask?

This season, every episode of OMG focuses on a question that directors really need to answer.

OMG is written, produced, narrated and scored by Matt Fullbrook.

 

TRANSCRIPT:

Question #49: What is the point of the question I’m about to ask? By proposing this question, I guess I’m basically recommending a bit of cognitive behavioural therapy for directors. I won’t dive into CBT other than to say it can help people to develop habits to manage undesired thoughts or behaviours. And if you listen back to the intro of this season, you’ll recall that the inspiration for the season theme is that I think boards and directors have been conditioned, or at least encouraged, to be question-asking machines without giving much thought to the real-world impact and results of those questions. Questions are great! I’m not suggesting you stop asking questions. But try to build the habit where, before asking the question, ask yourself what the point of the question is. If you’re not sure, it might be a good idea to think about it before opening your mouth. If you ARE sure, then go ahead and ask the question. After asking the question, ask yourself if the question achieved its purpose. If not, what else might you try instead of or in addition to the question that might increase the probability that you get the result you hoped for. Could you frame the question differently? Could you make a statement instead? Could you take a break and reset? Could you share a video or song or podcast to help your peers engage differently next time? Could you perform an interpretive dance? I don’t really care what you try as long as it’s got a point, and if you don’t get the result you wanted try not to blame anyone else, but instead consider trying a totally different approach.

250. What, specifically, are we going to do better next time?

This season, every episode of OMG focuses on a question that directors really need to answer.

OMG is written, produced, narrated and scored by Matt Fullbrook.

 

TRANSCRIPT:

Question #48: What, specifically, are we going to do better next time? I could’ve made this the shortest episode ever by just stating the question and leaving it at that. I suspect it’s obvious what the point of this question is and why it matters. It forces us to abandon the assumption that we’re perfect, and prompts us to make – and hopefully follow through on – commitments. The only reason I have more to say is that I don’t want to pretend that this question is easy to answer. It’s not. The universe of boardrooms is not overflowing with examples of cool new things to try or even little tweaks to conventional processes and approaches. But that doesn’t mean we have to rely on our imaginations. I mean, the whole POINT of OMG is to give you ideas so that you don’t have to come up with your own. And this is episode 250, so there’s lots of material! So, if it’s been a while, take a sec and scroll through the archives of the show and see if a title catches your eye. It might inspire a cool answer to today’s question. Or read The Art of Gathering by Priya Parker or listen to Expert in a Dying Field by The Beths (the song or, even better, the album). Or if you’re getting stuck on details, listen to Perfect Sound Whatever by Jeff Rosenstock. I dunno. Just try something! Also, thanks so much for listening. 250 episodes feels kinda unreal.

249. Are we compromising instead of being intentional?

This season, every episode of OMG focuses on a question that directors really need to answer.

OMG is written, produced, narrated and scored by Matt Fullbrook.

 

TRANSCRIPT:

Question #46: Are we compromising instead of being intentional? Don’t get me wrong: compromise is a useful hack. Both in the “let’s make everyone equally unhappy” sense and the “let’s shoot down the middle instead of taking an extreme position” sense. And I think compromise is often really appropriate in boardrooms. That said, compromise often turns into a habit, especially in situations where we’re really time-constrained…like a board meeting. And doing things habitually is essentially the opposite of being intentional. Are your meeting pre-reads designed to make sure everybody can live with them, or are there certain parts that are designed to specifically engage certain people whose perspectives you’d really like to consider? Are your meetings structured to follow a predictable and accepted formula, or are you creating moments where spontaneity or creativity might thrive, at least fleetingly? I spent all of season 4 detailing conditions that matter, and about which you might be intentional. And remember, I’m not talking about revolution or even disruption. Just intention and habit breaking.

248. Is the way we do things valuable for our owners/members?

This season, every episode of OMG focuses on a question that directors really need to answer.

OMG is written, produced, narrated and scored by Matt Fullbrook.

 

TRANSCRIPT:

Question #46: Is the way we do things valuable for our owners/members? We’ve said before on the show – including a few times this season – that questions about owners or shareholders or members or whatever term is applicable for your corporation...have different implications and flavours in different jurisdictions. Let’s also note that we’re asking if the way we do things is “valuable” to our owners or members, not whether we’re “CREATING value” for them because that implies a positive financial result, which can never be fully guaranteed no matter what we do. Doing things that are “valuable” to our owners or members might include exploring new ideas or opportunities. It might involve carefully navigating circumstances that might lead to disaster. It might involve mundane things like making sure we are being compliant and transparent and all that other good stuff. And if you’ve spent much time in boardrooms, you’ve probably spent a bunch of time doing stuff that your owners or members might find…let’s say confusing. Not that the time is wasted exactly, but maybe you’ve gotten fixated on a relatively inconsequential detail or circled around an issue a bunch of times without managing to make a decision. Not bad, but not great. But sometimes it can be helpful to imagine your most significant owners in the room and ask yourself: “how impressed would they be by the way we do things?”

247. Is the way we do things working for management?

This season, every episode of OMG focuses on a question that directors really need to answer.

OMG is written, produced, narrated and scored by Matt Fullbrook.

 

TRANSCRIPT:

Question #45: Is the way we do things working for management? Today’s question kinda revisits what we talked about back in episodes 214, 215 and 216, except at this point we’ve answered a lot more questions that will help us do a better job here. Even though for the most part I work FOR boards, it’s most often management that reaches out to me first. In part it’s because there’s no really useful playbook for CEOs and other senior executives to get the most out of their boards. In part it’s because executives ultimately have to live with the work product of board and committee meetings. And in part it’s because the very construct of boards and board meetings – as awesome as they can be – is a weird distraction from the way executives really add value from day to day. And it can be hard for boards to fully sympathize with the experience of their senior managers – even when the directors themselves have lots of their own experience as executives. Today’s question – asked every once in a while through a lens of curiosity – can orient the board’s attention toward the consumer of their work product and potentially reveal interesting questions, insights and even opportunities to make things a bit better. Ultimately, the CEO is our employee and as such we’re responsible for empowering them to do an awesome job.

246. Is the way we do things working for my fellow board members?

This season, every episode of OMG focuses on a question that directors really need to answer.

OMG is written, produced, narrated and scored by Matt Fullbrook.

 

TRANSCRIPT:

Question #44: Is the way we do things working for my fellow board members? I did a session a few months ago with a group of board chairs of cool complex organizations. I made a case to them – similar to the one from the previous episode – that each person in the room has different needs and preferences, and that an important part of a board chair’s work is to understand those needs and preferences the best they can and be intentional about giving directors opportunities to thrive. One of the participants had a very sensible question: “aren’t directors supposed to do what they need to show up ready and willing to do the job well?” My response was that it HAS to be a both-and situation. As in, it’s true both that the directors need to be as ready as possible to do an awesome job AND that an important part of a chair’s job is to do what they can to empower board members to thrive. But why should it stop with the chair? Let’s say you notice that one of your fellow directors is always too cold or too hot. Or that someone is struggling to understand a particular technical topic. Or that someone rarely volunteers to participate even when they likely have awesome insights to share. Or whatever. What could possibly be the downside to taking steps to improve the situation for your peers and increase the probability that they might be the best directors they can be?

245. Is the way we do things working for me?

This season, every episode of OMG focuses on a question that directors really need to answer.

OMG is written, produced, narrated and scored by Matt Fullbrook.

 

TRANSCRIPT:

Question #43: Is the way we do things working for me? I’ve said before on OMG and elsewhere that your work as a director isn’t about you. You’re serving others. Nonetheless, you’re still a human being with your own preferences, moods, skills, experience and needs. Sometimes mundane things will dramatically affect the way you show up for something – even if it’s something super important like your board work. Ever hear about that research that showed how judges assign different sentences to criminals before lunch than they do after lunch – even if they committed the exact same crime? Lunch matters. It’s a fact. But other less mundane things also matter, like disability or illness or big life events or neurodivergence and so on. There’s no such thing as a group of people who will all thrive under the exact same conditions. And there’s no such thing as an individual person whose needs and preferences will be the same from year to year, or moment to moment. So, does the way your board does things work for you? What could be better? Listen back to OMG season 4 for a bunch of conditions that you might consider. Is the room too cold? Is the information too complex or not complex enough? Do you need lunch? It all matters because it affects the way you engage in the work of making decisions.

 

244. What are we excited about?

This season, every episode of OMG focuses on a question that directors really need to answer.

OMG is written, produced, narrated and scored by Matt Fullbrook.

 

TRANSCRIPT:

Question #42: What are we excited about? I know that boardrooms aren’t typically environments that provoke much excitement. And I’m not trying to pretend that getting excited is really the point of a board’s work. But just because it’s not the point doesn’t mean that it’s not worth aiming for. Yes, it’s true that the emotions we feel when we’re in an exciting moment can make it hard to approach decision-making rationally. In fact, there’s cool science that shows excitement and fear, when mushed together, can incite risk-taking behaviour. But also the relationship between the emotional and the rational is complex, in that humans simply don’t really make fully rational decisions. We have preferences, biases, and, yes, emotions that cause us to choose different things in different circumstances. But that’s not exactly what today’s question it about – what if there were a question, opportunity, experience or process or whatever that your board were collectively pretty excited to engage with or try out? Chances are you’d all go out of your way to be thoroughly prepared, well-informed, and ready to dive in and engage when the time came. Even though we can’t expect every moment of every board meeting to be thrilling, it’s worth aiming for every once in a while, even for a few minutes.

243. What are we afraid of?

This season, every episode of OMG focuses on a question that directors really need to answer.

OMG is written, produced, narrated and scored by Matt Fullbrook.

 

TRANSCRIPT:

Question #41: What are we afraid of? I wonder if you’ve noticed something that I’ve started to notice lately. There’s a bit of a trend among people who think and speak and write about corporate governance where some of them seem to be trying to pathologize the way that people behave in boardrooms. For example, classifying boardrooms as places where people are scared to speak up and where systemic power structures make it impossible for directors to call out bad behaviour or question status quo. Now, that might all be true. I’m no expert on fear. But in my experience it seems much more likely that everyone in the room is just doing their best, but the problem is that they’re doing it only within the narrow scope of what counts as normal when it comes to boardroom processes and behaviours. And that, to me, is the fear: boards are often afraid to try new things. This, of course, gets reinforced by regulators and institutional investors who are often trying to impose more and more boxes for boards to tick. It’s all mostly fine, I guess. Except we have no real evidence to suggest that those boxes are any good, let alone “best”. Here’s what I’m getting at: what’s something your board would really like to change or try, but is afraid to give it a shot because it might not conform with “best” practice or the expectations of the regulators or institutions? What might it take for us to give it a shot anyway?

242. Is the way we do things likely to make the world a better place?

This season, every episode of OMG focuses on a question that directors really need to answer.

OMG is written, produced, narrated and scored by Matt Fullbrook.

 

TRANSCRIPT:

Question #40: Is the way we do things likely to make the world a better place? It’s a coincidence – an actual for real coincidence – that the chunk of my calendar that I had blocked off to write the last batch of scripts for this season of OMG landed on November 6^th, 2024. I’m a Canadian living in Canada, but the weight of last night’s US Presidential election is real and inescapable. And this episode is the first on my list of scripts to write today, which is coincidentally and deeply appropriate. There’s a weird – is it a paradox? – inherent in the job of a corporate director. In any kind of incorporated entity. That paradox is that you are required to bring to the table your own experiences, perspectives and opinions, but that you’re somehow required to do so dispassionately and independently. In fact, the very definition of your job is to serve others, although exactly which others depends in part on the jurisdiction where you serve. Here, in Canada, you’re required to take into consideration the interests of every group and individual that stands to be affected by the actions of the corporation. That, of course, is impossible in a literal sense, but it’s still a useful reminder to all directors in this country that it ain’t about you. If you want to be confident that the way your corporation does things will make the world a better place, you can’t rely on your gut, or on any other single set of opinions or perspectives or interests. Some of the stakeholders to whom you owe your duty will have values that clash directly with your own. To do your job well, you may be forced to confront truths that make you extremely uncomfortable. You will certainly need to admit it’s possible you’ve been wrong all along. But that’s the job. It’s not about you. It’s not even about the people who got you into this precious and high-status position. It’s about ALL of the people you serve.

241. How much should we obsess over our customers' needs and desires?

This season, every episode of OMG focuses on a question that directors really need to answer.

OMG is written, produced, narrated and scored by Matt Fullbrook.

 

TRANSCRIPT:

Question #39: How much should we obsess over our customers’ needs and desires? I’ve only relatively recently become familiar with the world of business design. Ya, given my positioning for more than 20 years inside an academic institution with a powerful business design pedigree, I should probably be a bit embarrassed. But my shamelessness is so profound that honestly, I’m totally fine. Anyway, one of the core elements of business design or design thinking is an obsession with the customer. You can imagine, for instance, a company having what seems like a super cool idea and investing squillions of dollars and hours into it until it finally hits the market…only to realize that nobody cares. But this kind of obsession has implications not just in product design but also in things as big as corporate purpose or as operational as hiring practices or advertising or office design or whatever. And it’s relatively common now for boards of directors to get training on design thinking, including being indoctrinated with the importance of obsessing over customers. I think this can be both a blessing and a curse. A blessing, for instance, when the board is engaged in dreaming about possible organizational futures. A curse, on the other hand, when we’re all the way in the weeds on some operational minutiae that are already foregone conclusions. But that’s why today’s question is more about where we should set the dial. Not forever. In fact, it might just be for the next few minutes. But let’s ask so that the topic is at least on the table and we don’t take it for granted.

240. How well do we really know and trust each other?

This season, every episode of OMG focuses on a question that directors really need to answer.

OMG is written, produced, narrated and scored by Matt Fullbrook.

 

TRANSCRIPT:

Question #38: How well do we really know and trust each other? You know what governance myth I find super nonsense? That it’s somehow bad for directors to know and like each other. I remember way back in my early days as a researcher on governance projects at the University of Toronto we used to scan through public filings in granular detail looking for the tiniest shred of evidence that directors might have connections to each other outside the boardroom. Like, if it turned out that two directors were members of the same country club or something we would kinda feel like we’d found some sinister smoking gun. There’s no *way* they could possibly demonstrate independent thought in the boardroom if they’ve both eaten the cobb salad at the same clubhouse or shot a 103 on the same golf course. And this type of cynicism still lingers everywhere in the governance narrative. You see elements of it baked into regulations and proxy advisor guidelines. You see it in the way that certain media frame their coverage of boards. You see it in the gripes of activist investors. But, like, let’s think about this for a second. Boards need to make huge decisions under intense time and information constraints. We want them to consider diverse perspectives as quickly and thoroughly as possible. There’s only one condition I know of that can cause a group of smart people to do that effectively: trust. It’s hard to trust people you don’t know. So, in my opinion, directors really *should* know each other and like each other and maybe even do stuff together. Yeah, maybe there are fine lines that we should be careful about, but I think the downside of boards NOT trusting each other is the greater risk.

239. What's one thing we do that's completely useless?

This season, every episode of OMG focuses on a question that directors really need to answer.

OMG is written, produced, narrated and scored by Matt Fullbrook.

 

TRANSCRIPT:

Question #37: What’s one thing we do that’s completely useless? This is probably the most self-evident question in the entire season. It’s true that baked into this question is an assumption that there’s at least one thing your board does that is, in fact, completely useless. As in, it adds no value to anyone in any way. Maybe it’s a routine agenda item that’s lost its purpose over time. Maybe it’s the way people put up their hands only to say “yes, I agree with what the last person said, and let me tell you why for the next five minutes.” Maybe it’s the way you use Robert’s Rules. Maybe it’s the fact that the board insists that management create reports or other information that we know nobody cares about or will read. Maybe it’s just your tendency to over-complicate or over-simplify things. Or to ask too many questions, or not enough questions. Or to be too quick to criticize management or too quick to let them off the hook. I don’t know. It could be anything, really. Whatever it is, I know there’s SOMETHING. And, sure, “useless” is probably subjective. Different board members might have different opinions and you may never completely align. I just sometimes like framing questions in extremes because it can be easier to come up with useful ideas. Like, this question would be harder to answer if it were “what’s something you might do that could kinda be a little bit less useful than maybe some people probably wish it were?” I mean, we can all come up with a million unhelpful answers to *that* question. Hey, and bonus points if you have the guts to invite your executives to participate in this conversation.