One Minute Governance

192. No rest for the wicked (Condition #40: Taking breaks)

If you’re a regular OMG listener, I’m curious if you’ve ever wondered why I do the show in seasons. The honest answer is that at a certain point making the show – as fun as it is – starts feeling like a bit of a burden. I’ll be honest with you, here we are at the 42nd episode of season 4 and my energy level *really* isn’t what it was back in episode 151. But knowing that episode 200 is the start of an indefinite break does two important things. First, it helps me to stay motivated to push through and keep the quality high. Second, the break gives me space to step back and be thoughtful about what to do next, without the pressure of having to put out two more episodes next week. When I talk to directors about the things that most affect their ability to stay engaged and useful, they give me two related answers. The first is that they need regular and generous breaks. It allows them room to digest what they’ve heard and discussed, while also making sure they don’t get bored or distracted or too frustrated. I know our agendas are over-stuffed and it’s hard to find time for breaks, but…remember subtraction neglect? The second and related thing is the subject of the next episode. For now, let’s take a break.

191. Silence is golden (Condition #39: Sound/Noise)

Before we dive in, let’s differentiate between sound and noise. Sound is audible vibrations in the air of any kind – pleasant or unpleasant. Noise is sound you don’t want. Think about all the ways that noise and sound can impact conversations and presentations. Zoom board meetings are a perfect microcosm. Just think about it: jittery internet connections, bad microphones, feedback, real-life background stuff that sneaks in, your Bluetooth headphones disconnect. Compare that to the luscious tone of my voice in this pre-recorded podcast with carefully crafted and selected music in the background. In other words, we’re dealing with medium, content, technical quality, AND aesthetics here. All of these apply in a physical setting, too. My friend told me about a board meeting in an old hotel where the HVAC system was too loud for participants to hear each other, but it was the only thing keeping the room tolerably warm. How to choose, right? Either you can’t hear each other, or you freeze to death. They chose to ask the hotel for blankets. Clever, right? But noise and sound matter in more subtle ways, too. Another friend of mine recently bailed on a meeting because the person next to her was loudly and incessantly snacking on popcorn. I bet you can also think of gatherings you’ve been to where just a touch of background music transformed the vibe for the better. And I haven’t even said anything about the science. For that, check out the Freakonomics Radio episode called Please Get Your Noise Out of My Ears. In the meantime, trust me: sound can be a superpower and noise can be kryptonite.

190. ”Did I do that?” (Condition #38: Catchphrases)

You all know by now how much I like saying that good governance is intentionally cultivating effective conditions for making decisions. Every time I think about it, I wonder about new conditions that might impact decisions and how they might be cultivated to good (or bad) effect. But there’s a flipside to repeating a phrase ad nauseam, which is the risk that the words stick but the meaning disappears. People just say the phrase without thinking about it too deeply, or worrying about the impact they might be having. Corporate governance is *filled* with catchphrases. Maybe the most notorious is ”noses in, fingers out,” and its many variants. I criticized that one – pretty politely – waaay back in episode 13. The reason why “noses in, fingers out” is mostly nonsense is that directors sometimes just use it as a knee-jerk way to shut down conversations they don’t want to have, and feel like the popularity of the expression gives them permission to use it whenever they like. But it’s mostly just a catchphrase. Substance-free. The “did I do that?” of corporate governance. Another popular one in Canada is “directors owe their primary fiduciary duty to the corporation.” Seriously, next time you hear someone say that one, try asking them, “cool, what does that mean, though?” Bonus points if you have a copy of the Canada Business Corporations Act open next to you to compare their response against the actual law. Sorry, I’m not really trying to encourage you to be pedantic. Instead, think of catchphrases and other shortcuts as a condition to be conscious of, and a prompt to ask a simple follow-up question to make sure you’re not skimming over something that’s worthy of a deeper look.

189. Too much of something is bad enough (Condition #37: Subtraction neglect)

Welcome to the final episode in the OMG urgency miniseries. I recently learned about a mindblowing – to me – cognitive bias that I’d never heard of before. It’s called subtraction neglect. Check out the HBR article “When subtraction adds value” by Adams, Converse, Hales and Klotz, which is based on their very cool research. If you’re more of a podcast person, check out the Less is More episode of Katy Milkman’s Choiceology show. Anyway, I’m pretty sure subtraction neglect might be the insidious heart of our urgency problem. In short, it basically means that when facing a challenge, our brains have a really easy time coming up with solutions that ADD stuff, and a very hard time accessing solutions that SUBTRACT stuff. If you’re anything like me, you’re already going “ohhhh snap! This already FEELS true!” And it is true! When we have a problem, we come up with all kinds of ideas about what we can add to the mix to make things better. The board’s feeling overburdened by the pre-reads? Let’s add an executive summary. We’re struggling to find time to spend on strategy? Let’s add an annual offsite. Makes sense, right? The ultra-weird thing about subtraction neglect is that all it takes is a simple suggestion along the lines of “by the way, you’re allowed to solve this problem by REMOVING something,” and suddenly we can imagine tonnes of new solutions that just weren’t occurring to us before. I won’t lead you too hard here, but think back to the board being overburdened by pre-reads, or the struggle to spend time on strategy. Chances are, you’ve already got some neat ideas about how to improve things through subtraction. And if we solve all our problems by adding stuff, what’s the result? Urgency! Well, by the way, you’re allowed to solve this problem by removing something.

188. I’m on the next flight to be by your side (Condition #36: People’s real lives)

I had a conversation recently with a great friend of mine who’s been on somewhere approaching 3 million different boards. He’s really not sold on my whole vibe when it comes to corporate governance, which is fair and totally fine. He explained a key part of his resistance like this: “Matt, when you’re in a board meeting all you’re thinking about is that Bob’s flight leaves at 6:45 and we have 13 complex agenda items to go, so how are we gonna just get through all of this?” Sure, we’re back to the whole urgency thing again, and it’s super obvious that what my friend described is basically the opposite of effective conditions for making decisions. And this isn’t a knock on him at all. Despite the fact that he’s unconvinced by me, he’s the real deal and then some. And I think he hit on something *hugely* important here. This hypothetical Bob character is a real person with a real life. I know it’s sappy, but the first thing that came to mind thinking about Bob was that he just really misses his spouse or family and that the board totally has his back. “Bob’s been on the road for two weeks. Let’s make sure he gets home on time to take his boo out for a fancy romantic dinner tonight!” And you know what? I’m completely supportive of directors looking out for each other like that. Understanding your peers as full human beings, and being empathetic toward the complexities of their lives and feelings. Hoo boy, that’s the stuff of board legend. But if every board meeting has the life crushed out of it because we’re cramming through all our important decisions just so Bob can fly to Topeka for his next board meeting. That ain’t it, bro. Song recommendation for the sappy version of the Bob story: “Your Side” by the Beths.

187. The joy of repetition (Condition #35: Meeting frequency)

Some of you are tuning in to this episode expecting me to solidly dis the concept of regularly scheduled board meetings, and maybe even urge you to reject it. At the risk of disappointing you, I honestly just don’t feel that strongly about it. Let’s be real, most people have complicated lives with only limited tolerance for spontaneity, especially when it comes to something as fundamentally, um, boring as a board meeting. Having a regular board calendar and cadence matters! In part because it increases the probability that everyone will actually show up. It also adds some structure and predictability around which we can build decisions. Knowing when everyone will be together helps us to plan what information we will share and when, what conversations we need to have at what times, and when we hope to actually, you know, MAKE a decision on a thing. And let’s be fair, boards do bust out of their scheduled meeting flow every once in a while, but usually only because of an emergency or some other thing that forces us out of the gravity of routine. I just can’t help but wonder whether an extreme deviation from the norm might be kinda cool. Like, what if a board’s meeting frequency was something like “we meet once a week virtually for precisely 15 minutes (13 hours per year). These weekly meetings alternate between efficiently ticking some routine compliance box, and creative exploration of some important or zany question. Our quarterly, full-day in-person meetings will be informed by the creative exploration, and mostly free from compliance because that’s all been dealt with already.” That’s 56 board meetings per year, but actually somehow sounds less burdensome to me than a “normal” quarterly or monthly cadence. I dunno. What do you think?

186. Time is not on our side (Condition #34: Agendas)

It’s a bit of a mindf… what’s a polite way to say that? OK, I just googled it and it there really isn’t one. Someone suggested “mindception,” but I think that may be the actual worst word I’ve ever heard. Anyway, it’s a bit of a, ugh, mindception how similar most board agendas are to each other. Not just from one meeting to another, but from one organization to another. Quick aside, if you want a shocking dive into a quagmire of misogyny and racism, check out the Wikipedia entry for “hysteria.” Accordingly, you will notice me deftly avoiding that term in a second. Back to agendas. It’s like we’ve got some mass psychogenic illness that leads us to the false belief that a typical board meeting agenda is actually designed to get us the results we want. But that means that whenever we run over time, or fail to engage in meaningful dialogue, or spend inordinate amounts of time on mundane nonsense, or don’t end up hearing from every director, or whatever other not-great thing, that something is wrong with *us*. Because the agenda is totally fine, right? Why else would so many organizations use basically the same agenda for all their board meetings? And yes, a convenient counter-argument would be to blame the board chair. I agree that many chairs have a hard time managing meeting flow. But what if part of the problem is that they’re working with shoddy materials? I mean, what’s the worst that could happen if you cut the time allocated to presentations by 90%, or scheduled your strategic items at the very beginning of the meeting, or allocated 15 minutes for unstructured dream time? Whatever experiment you try, be sure to try it at least three times before deciding it doesn’t work.

185. Do the Hustle (Condition #33: Urgency)

There are lots of reasons why boards get fixated on policies and by-laws and other procedural guardrails. One of the most common and, frankly, justifiable reasons is that there’s just. so. much. Stuff. To. Do. So much stuff. Even just the list of backward-oriented compliance and oversight tasks seems endless and is *so* time consuming. Most organizations I know wouldn’t even permit themselves the privilege of *dreaming* of a board meeting that runs on time, let alone one that built in a bit of wiggle room for something extra. The time crunch is real. Another word for time crunch: “urgency”. So much to do. And even when things seem like they might be getting better, it never lasts. It’s like adding a new lane to a highway: we know it’s a bandaid, and *SUPER* expensive, but solving the actual problem just feels too hard. I get it. In fact, I decided I need to dedicate the next handful of episodes to stuff that’s related to this urgency issue. By the time we get to episode 187, we may actually have identified the real cause of the problem here. You know, like the boardroom urgency version of under-investment in changing driving habits, mass public transit and infrastructure for pedestrians and cyclists. Back to the policies and by-laws thing, though: in my experience, boards often feel like having lots of well-defined rules is a good way to make meetings and decisions more efficient. Here’s one jerk’s opinion: rules that define who should be making what decisions and when: those are your friend. Rules that try to define HOW those people should be making decisions: generally not going to work out the way you think. Real life is just too messy.

184. I just wanna break the rules (Condition #32: policies & by-laws)

I don’t think I’ve said it out loud yet, but the most important theme of season 4 of OMG is that I’m trying to convince you that experimentation is at the heart of good governance. In fact without experimentation - and by extension, creativity – I’m not convinced that good governance is possible. One of the great tragedies of the past two-plus decades of corporate governance trends is how many organizations and governance professionals basically see corporate governance as precisely equal to crafting, deploying and adhering to policies and by-laws. Don’t get me wrong, I think it’s *really* important to agree on and enshrine important stuff into binding rules. A good and common example is setting a threshold, in dollars, for transactions below which boards will just trust management’s judgment. It saves a lot of drama and time. But it’s also a good example of a rule that’s gonna need to change as an organization grows and shifts. A threshold of $5000 might eventually become $5 million as the scale and materiality of transactions grows. And if we think about cultivating effective conditions for making decisions, this is a great example of a type of rule that can be a tangible illustration of good governance. But if you’re the type of person who thinks making decisions about policies and by-laws is the same as good governance, you and I have really different concepts of what effective conditions look and feel like.

183. I fought it, and it won (Condition #31: Laws)

Let me talk about Canadian boards for a second. We indoctrinate our boards with the phrase “you owe your primary fiduciary duty to the corporation.” It’s factually correct, concise and memorable. Problem is, on its own it’s substance-free. Think about it. What the heck does it mean to have a duty to the corporation? Whether you’re a Canadian or not, take a second to think about what it means to you. When asked, many people offer that they think it means you are responsible to look after the long-term survival of the corporation. Some people will say its about taking care of the people inside the corporation. Some people say it’s about keeping shareholders happy. But if we pause on any of those things it becomes clear pretty quickly that none of them are exactly right. For example, if we had to prioritize the long-term survival of the corporation, then we would never take any big swings that might have big downside, and if we went out of business or sold the company wouldn’t that mean that we were in breach of our duty? Anyway, what I’m saying is that understanding the actual spirit and substance of the law matters *a lot* in boardrooms. Not just to make sure we don’t mess up too bad, but also to give us clarity about what exactly it is we’re supposed to be doing. In the end, even though the law isn’t a condition that we can cultivate directly from the boardroom, it is a condition that should inform our cultivation of other conditions. Including the rules that we set voluntarily, which we’ll get into in the next episode.

182. Paid the cost to be the boss (Condition #30: hierarchy)

For the first time in OMG history, I scrapped an entire script concept in the crafting of this episode. I had a whole nother narrative here that was about rules and bosses and a bunch of other stuff that, sure, matters to corporate governance, but it just didn’t align well with the spirit of our season-long thing about the conditions that affect decisions. So instead, let’s remember back to episode 135, called “is everyone in an organization ‘doing’ corporate governance?” The argument I made there is basically that corporate governance is the sum total of all of the decisions that happen anywhere in an organization, no matter who’s making them. The decisions made on the front lines impact the decisions made at the top and vice versa. Everyone *is* doing corporate governance. That means that good governance matters everywhere, too. Remember the Wells Fargo fake accounts scandal in 2016 – which seems to somehow maybe be back AGAIN as of August 2023? If not, you can take a sec to google it. A lot of people who educate corporate directors use it as an example of a board failure. I always thought that was a bit of a stretch. But it *is* a governance failure. They failed to intentionally cultivate conditions for their sales people and their managers to make effective decisions. And I actually think it’s a great exercise for boards and senior executives, from their position at the top of the hierarchy, to wonder about their role in cultivating those conditions. And also wonder how the decisions by those throughout the corporate hierarchy might be affecting conditions in the boardroom. It’s foolish to think there’s no effect.

181. ...Except for all the others (Condition #29: democratic process)

In the last episode I tried to encourage you not to fall back on the temptation to use your corporate model as an excuse not to try new things in the boardroom. In my experience, the most common constraint related to corporate structures and models is democracy. And democratic processes are *definitely* a condition that affects decision-making. And let’s be honest, it’s not likely that we can be too intentional about democratic processes themselves, although we *can* be intentional about other stuff in order to make our democratic constraints less painful. A couple of obvious examples. Let’s say you, me, and some random person called Luis are all siblings, and we’re board members of a company that our parents built, grew, and still own. Let’s also say that our parents are kinda super stubborn and tend to reject any idea that feels weird or different to them. Let’s also say that we think the status quo isn’t working. Well, we can’t change the fact that our parents own and control the company. But you and Luis and I *can* ask ourselves, “what conditions might make our parents feel more comfortable having a fun conversation about what new things we *could* try?” Or maybe the three of us aren’t siblings, but instead are board members of a big trade association with a politically complicated membership. Maybe, in fact, the three of us tend to fight a lot in the boardroom because we’re protecting the interests of the regions that elected us. It’s our democratic model that brought us to this point. Take a step back, though. Scroll through some of the previous episodes in this season. Start writing down some of the conditions you might be intentional about in service of cutting through the political BS and, y’know, cultivating EFFECTIVE conditions…instead of crappy ones.

180. A structure which has no relation to reality (Condition #28: corporate model)

If you’re anything like me, you’re kinda inspired by the idea of good governance as being intentional about all these conditions we’re talking about, but you also find yourself mostly doing the same stuff as always. Or at least you find it hard to break the gravity of your habits and routines. In a lot of boardrooms, one of those habits is to fall back on the excuse of your corporate model as a reason not to try new things. “We’re a huge listed company, it’s just not proper for us to experiment in the boardroom. Or, “we’re a not-for-profit organization, we can’t ask our volunteer directors to try new things or spend their time in new ways.” Or, “we tried something like this before and our regulator didn’t like it, so let’s not try it again even if we think it will make our board way more effective. Or whatever. And it’s true: your corporate model *is* a condition that affects the way you make decisions. It’s also true that every one of those excuses I just gave is both relevant and totally fair enough. BUT, I want to try to convince you that all you need to do here is take those excuses, change the wording a bit, and then suddenly your corporate model becomes a point of curiosity instead of an excuse or constraint. Like this: “We’re a huge listed company, how could our shareholders benefit from a bit more experimentation in the boardroom?” or “We’re a not-for-profit organization. How could we cultivate better conditions for our volunteer directors to thrive despite time and resource scarcity?” Or “We’re really excited to try new things. What would it take for our regulator to be supportive of the stuff we want to try in our boardroom?” Just making excuses and leaving it at that is the opposite of being intentional.

179. About as happy as they make up their minds to be (Condition #27: mood)

You can probably tell from the last few episodes that I’m on a bit of a Google Scholar binge right now when it comes to OMG. And if you browse through the conditions we’ve covered so far this season, part of the subtext is that people’s moods matter. I definitely don’t want to leave you with the impression that you’ve failed unless everyone feels great all the time. I mean, sure, I think board meetings are altogether too serious for the most part, but that doesn’t mean they’re not, y’know, work. And hard work at that. Sometimes hard work is just not compatible with a diverse group of people all feeling pumped. But it’s obvious how and why mood matters, right? Take anger or sadness or whatever other powerful and ostensibly negative emotion. If just one person in a group gets super angry, the entire vibe changes for everyone. Same thing if just one person starts laughing uncontrollably or gets super excited. Sometimes these moods are something we can and should try to tap into as a group. Sometimes we need to take a break. Most of all, we can be at least a little intentional, hopeful even, about cultivating a specific vibes for different parts of our meeting. Our moods are naturally different sitting with friends with some scotch around a roaring fire compared to, say, a boring lecture in an auditorium classroom. What are the boardroom equivalents? Oh and back to Google Scholar: as far as I could find, the relationship between mood and cognition and leadership is…let’s just say complicated. So don’t expect to get it right every time.

178. From Paris, naturally (Condition #26: smell)

I like a lot of different smells. A lot of food and drink smells make me happy. I am ambivalent to most cosmetic fragrances, but really like some others (and ya, I also can’t stand some of them). I love many of the varied smells in a natural environment. I even kind of like the smell of skunks because I think skunks are very cute and hilarious, so I get excited when I smell one and sometimes wander around to see if I can find it. Some other people have really negative reactions to smells – both natural and artificial. I did a bit of poking around to see if I could find any research to explain this and the only paper I found that wasn’t just based on either tiny samples or self-reporting in surveys was from 2019 in Regulatory Toxicology and Pharmacology, where Basketter, Huggard and Kimber found “adverse health effects arising from fragrance inhalation are uncommon and remain to be identified and confirmed by methodologically rigorous epidemiological investigations supported by a convincing biological and mechanistic basis.” In other words, yeah some people definitely have bad reactions when they smell certain things, there’s no reason to believe that the fragrances CAUSE the bad reactions. But that’s no reason not to be interested in creating an environment in your boardroom where people feel most comfortable and welcome. What if, and I’m just spitballing here, your board becomes more creative and strategic when the room smells like Cinnabon, and more careful and detail-oriented when the room smells like cedar? What if half of your board members are super bothered by strong smells while the other half gets really stoked when they can wear their favourite fragrances? You’d probably want to know these things, right? And maybe be intentional based on what you learn.