One Minute Governance

134. It is *really* important to change your mind...frequently!

I'm only just now getting to Adam Grant's Think Again and omg its such a useful governance book.

 

SCRIPT

OK so all you governance nerds out there are probably *way* ahead of me on this one, but I’m only just now getting to Adam Grant’s Think Again: The Power of Knowing What You Don’t Know. It’s an amazing synthesis of all the great work out there on why thinking is only really great when accompanied by RE-thinking. All presented through engaging storytelling and accessible explanations of complex stuff. In short, it explains how important it is for us to change our minds, frequently, because it means that we’re learning. Finding out you’re wrong about something important to you can feel painful – especially if you were wrong about something that you feel was part of your identity – but ultimately it’s unequivocally GOOD to find out you’re wrong because you now have a chance to be right, or at least more right than you were before. It took about 10 years of studying corporate governance before I started to see the pattern that a willingness to change one’s mind was one of the most common traits that corporate directors valued in their peers. Boards are frequently expected to collectively digest and understand massive amounts of information into clear decisions within infuriating time constraints. One way to manage that is to enter the room with clear and stubborn preconceptions and confidently follow a path without questioning. Another way is to practice letting go of our preconceptions when we get new information, and accept that being wrong isn’t a personal flaw, but not wanting to be right might just cause us to walk off the cliff at the end of our preconceived path.

133. Obsession with rules can be a superpower

Rule nerds are the best. They make me feel like I have a superpower, and you should take really good care of the rule nerds in your organization.

 

SCRIPT

I frequently have the privilege of working with groups of incredibly smart and experienced people on interesting projects, engaging conversations, and fun exercises. The luckiest organizations, in my opinion, have at least one person in the room who is obsessed with the rules: knowing what they are, understanding what they mean, knowing when we’re close to breaking them, anxious when we do in fact break them, and hoping others will take the rules as seriously as they do. Let’s call them rule nerds. I’m admittedly at the other end of the spectrum. I have a great deal of respect for the rules, but mostly ignore them and trust the others around me to help to keep me in line. You can already see why being rule nerds kinda feels like having a superpower. I can go around being creative, or pushing boundaries, or being generally annoying and aimless, and if there’s a rule nerd in the room they will warn me way before I do anything destructive. It’s especially great if the rule nerds also like to have fun. Sometimes, OK frequently, I will ask boards to do exercises with rules that are obnoxiously ambiguous – where part of the exercise is to creatively interpret the rules in a way that will lead to the best or most useful result for your team. The fun-loving rule nerds help their teams to make sure they’re actually, you know, doing the right work, but then also get a kick out of taking ambiguity and making it more precise, more practical, and ultimately creating order out of chaos. Take good care of the rule nerds in your life. If you’re like me, they might just keep you from stepping on some rakes.

132. Hockey Canada: What the f*ck? (TW Sexual Assault)

Trigger Warning: Sexual Assault

Background Resources:

Hockey Canada Mission & Mandate https://www.hockeycanada.ca/en-ca/corporate/about/mandate-mission

Wikipedia "Hockey Canada Sexual Assault Scandal": https://en.wikipedia.org/wiki/Hockey_Canada_sexual_assault_scandal

Globe & Mail "Hockey Canada used player fees to build a second fund for sexual assault claims": https://www.theglobeandmail.com/canada/article-hockey-canada-created-a-fund-for-sexual-assault-claims-documents/

Globe & Mail "Hockey Canada’s interim chair Andrea Skinner resigns": https://www.theglobeandmail.com/canada/article-hockey-canada-andrea-skinner-resigns/

 

SCRIPT:

OK so this episode isn’t going to have vibe, the audio quality, or the polish that you’re used to by now. It’s Thanksgiving Sunday in 2022 here in Canada and I’ve got covid, feeling pretty sh**ty and am isolated from family and, y’know, not my usual accommodating open-minded self. Any of my fellow Canadians will be intimately familiar with what’s going on with Hockey Canada right now. If you’re listening and you don’t know, go to the “Hockey Canada sexual assault scandal” Wikipedia page. It’s even worse than it sounds. This is a podcast about corporate governance, so let’s acknowledge the vile, unforgivable behaviour of the players involved, and the immeasurable harm and trauma they’ve caused for their victims, but then let’s bring it back to the boardroom. And honestly, the only conceivable reaction is “what the f*ck???” Bad enough that your organization is sufficiently aware of the sexual assault perpetrated by your members that you secretly created at least one, and possibly two funds using public and membership money to settle sexual misconduct cases – 21 of them over the past 33 years. Let me read you Hockey Canada’s mission statement: “To Lead, Develop and Promote Positive Hockey Experiences.” Seriously, go look at the mission and mandate page on their website filled with words like “fair,” and “respect,” and “hockey opportunities for all people regardless of age, gender, colour, race, ethnic origin, religion, sexual orientation, or socio-economic status.” Not one statement from the board or management has acknowledged that THEY, as leaders of this organization, deliberately created an environment that enables, covers up, and perpetuates sexual violence. If you don’t agree… Well, take 2 minutes to write down other paths Hockey Canada could have taken than setting aside stakeholder money to pay to conceal these crimes. See what you just did in 2 minutes. Hockey Canada failed to do that in 33 years. They can f*ck right off.

131. Am I ignoring all the rules?

One valid criticism of my positions on corporate governance is that I don't really pay much attention to the rules. Or to ethics or morality, to be honest. Does that matter?

 

SCRIPT

My positions regarding corporate governance, and especially GOOD governance leave me vulnerable to a great deal of valid criticism. If you’re not familiar with those positions, have a listen to episodes 2 and 102 respectively. The main criticism goes something like this: corporate governance is itself governed by important rules, like laws and regulations, that are there to try to keep organizational leaders from doing bad and unethical things – either on purpose or by accident. Furthermore, those rules will never be sufficient on their own to completely eliminate bad or unethical behaviour. Since my definitions of corporate governance generally and good governance specifically don’t address legal, moral, or ethical judgment, am I not failing to acknowledge or address the most fundamental objective of organizational decision making: not to do objectively bad stuff? There’s a less philosophical version of this same argument that I encounter frequently, which is “how can I expect individual leaders or groups like boards of directors to figure out how to create the conditions for effective decision-making on their own?” In other words, isn’t it important to establish rules for organizations to follow on their way to good governance? I have repeatedly said on OMG that I reject a box-ticking approach to corporate governance, and I don’t like the concept of “best” practice, but…I dunno, what do you think? Am I missing something here?

130. You can’t understand corporate governance without understanding power and authority

People need power to get things done, but even having a LOT of authority doesn't mean you'll have any power. This is a critical thing to understand if we want to understand corporate governance.

 

SCRIPT

A few episodes ago I cross-posted the first episode of the Sound-Up Governance podcast featuring Professor Tiziana Casciaro from the Rotman School of Management, where I worked for 20ish years. It was no accident that Tiziana was the first guest – she’s an expert on what power is, how people get it, how people lose it. Even more interestingly, she’s got really cool insights into why people with lots of authority – maybe CEOs or corporate directors, for example – sometimes don’t really have much power, meaning they can’t really get anyone to do the things they want. Tiziana describes power as controlling access to something that other people want. That something could be really tangible, like money or a promotion. It can also be more abstract, like comfort or happiness or just feeling cool. I’m sure you can already see where I’m going. What could possibly be more critical to corporate governance than power? Sure, every board technically has a huge amount of authority in their organization. In a way, they have *all* the authority in their organization. Any authority others have has been delegated to them – on purpose or by accident – by the board. And the board is ultimately accountable for what those others do with their authority. But who cares about authority without power? What difference does it make for corporate governance to happen, for decisions to be made, if nobody actually y’know does anything in response to those decisions? It raises a cool question: “what resources does a board control access to, and why would anyone in an organization care?”

129. Is ”Thing Explainer” the Best Management Book?

I think the lessons in Randall Munroe's "Thing Explainer" are more important to effective management than any other book I've read.

 

SCRIPT

To be honest, I *much* prefer reading fiction to reading management or leadership books. I’m leaning even further in that direction the more I disagree with my past self. Like, I have written – or caused other people to write – so much stuff about corporate governance over the years that I now believe completely misses the point. I sometimes wonder how authors who contribute to the archives of management literature feel when they look back at their publications even like 2 years later. Do they disagree with themselves as much as I do? Anyway, I’m here to make a book recommendation – one I can’t believe I haven’t made yet on OMG. Please have a look at Thing Explainer by Randall Munroe. He’s got a few other books since then including a brand new one that I’m sure he’d much rather a plug for, but I stand by my position. Each page of Thing Explainer has a detailed illustration kinda like a blueprint or patent drawing of some super complex or interesting thing like a nuclear reactor or a submarine and explanations of how every part of that thing works using only the 1000 most common words in the English language. And in a couple of minutes, you’ve learned how some crazy complicated thing works without learning any new language, and while having lots of fun. It’s probably already obvious why I think Thing Explainer is an amazing management book, but just in case: presenting complex ideas in simple words, while also having some fun, is both possible and a better way to communicate than most managers do. Think of this book as an illustration of what managers COULD be doing.

128. Corporate Governance is Broken (but it’s not that bad...)

I really *do* think that corporate governance is fundamentally broken. But I'm not too worried about it. All we need to do is shift our focus a bit.

 

SCRIPT

When I launched Ground-Up Governance a couple of weeks back, I wrote an intro piece that began by stating, “Corporate governance is broken.” And I sincerely meant it – and still do! Funny thing is that despite being a dramatic thing to say, I don’t think it's a huge deal... because, honestly, it's not that hard to fix! I’ve really learned a lot in the process of writing this season of OMG in terms of refining what I really think corporate governance is, and what GOOD governance is, and what they’re not. So, the part that’s broken, in my opinion, is that a huge amount of what corporate leaders – executives and boards – actually DO has very little to do with corporate governance, but they don’t seem to be aware of it. Every minute spent on compliance, oversight, presentations, crafting and consuming pre-reads, and so on, only matters to the extent that it is in service of making effective decisions. In other words, unless we DELIBERATELY do compliance, oversight, presentations, and crafting and consuming pre-reads in a way that enhances our decision conditions, we’re basically not doing good governance at all. That’s what’s broken: we spend an unimaginable amount of time on stuff that barely matters to good governance. And very little time on the stuff that does matter. It’s not because we’re ineffective, or because we’re negligent, but because every resource, course, regulation, and recommendation seems to be pushing us AWAY from good governance. My single most important piece of governance advice? Consume all the traditional governance resources you want, understand them, take the salient bits, and then tune the rest of it out!

127. Sound-Up Governance Episode 3 featuring Lisa Oldridge

This is the last crossover episode between OMG and Sound-Up Governance, a new podcast on the Ground-Up Governance platform (www.groundupgovernance.com). In this one, Matt Fullbrook speaks with Lisa Oldridge, a Performance Strategist in Calgary with expertise in governance, ESG, and investment in startups. Lisa helps us to explore the differences between what makes a good company good and what makes a good business good, and shows us that the people are what matter most.

 

Matt

Welcome back to Sound-Up Governance. Today's episode is the companion to the third edition of the Ground-Up Governance newsletter, which provides definitions for business, company and customer. I know I frequently use the words business and company as if they're interchangeable, even though they're often pretty different. That's fine. Of course, if I say business when I mean company, it doesn't hurt anybody or even confuse anyone too much. But still, I thought it'd be fun to talk to someone who could really help me to understand what makes a good business good, and how that's different from what makes a good company good. And of course, all of this is tied up with the needs, wants, hopes and fears of the customer. So I called my friend Lisa Oldridge, who describes herself as a performance strategist. She works with companies and boards of directors on governance, strategy, ESG performance, and more. Oh, and ESG stands for environmental, social, and governance and refers in general to stuff that's not directly related to money. Not only that, but she's the investment director at The 51 Ventures, which invests money in disruptive female-founded enterprises. Plus, in addition to being a corporate director, and a bonafide a governance nerd, she has also spent a big chunk of her life in institutional equity sales, portfolio management and research. So in other words, Lisa's spent a lot of time and energy being curious about what a good company or a good business looks like, and whether those companies or businesses are worth putting money into. And that's exactly where we'll start. When Lisa is on the outside, looking in, what gets her excited about a business, or maybe a small company that only sells a single product or service.

Lisa 

So there's tons of problems out there. Whether or not it needs to be solved is another question. And often you see with founders, if you're talking about really teeny companies, you know, you've seen the typical entrepreneur, they're like, "Oh, my God, we got to solve this problem!" But it's really actually not a problem for that for many people, you want to see that there's a problem that exists, and they've come up with something that will solve this problem. It doesn't have to be like the optimized version of it. You've probably also heard about MVP,

Matt 

MVP, or minimum viable product, or, as Lisa puts it,

Lisa 

We also call it the shitty first draft of whatever it is, but you probably have a bit of traction there. IP is a big one IP or thought capital or moat

Matt 

“Moat",” you know, just like a moat around the castle. It's something special about a business that makes it tricky for someone else to intrude on your territory by making it expensive or difficult to copy your technology, for example.

Lisa 

And then competition, and actually it's a bad sign when you see that there's no competition, because it's usually especially if you come in and you see a founder or group that are pitching and they're like, "oh, yeah, no, we kind of, we've come up with the thing, but nobody else has!" A, it's probably not true. And B it just gives you a sense of their capacity for understanding future pivots and the market etc. Anyway, so that's more maybe a commentary on their character or their abilities or behaviors.

Matt 

There's so much interesting stuff in what Lisa just said that it might be worth rewinding, 10 or 15 seconds just to hear it again. It made a huge lightbulb go off for me. To Lisa, an entrepreneur's understanding of their business can provide an important glimpse inside their character. We'll get back to that in a sec. I wanted a better understanding about this idea that creating something new with no competition might not be all it's cracked up to be. I mean, we've all heard the term first mover's advantage. Isn't that a thing? Shouldn't it be a good thing to be the first one to come up with an idea? I even said to her, "Lisa, I'm trying to do something new and fresh in governance. Am I messing up somehow?"

Lisa 

Let me ask you this. Why is first mover advantage? The answer to everything? It's not! I think there's a presumption sometimes "Oh, I've seen somebody else with that. Therefore, it's not going to work. Right?" I think value proposition is the thing that you're selling or bending or creating or innovating on, it's as much where and how it lands as what it is. I had a mentor that that told me, a guy that I worked with, he was awesome. He was like, "Oldridge, the difference between being early and wrong is nothing!" Right? Even ideas that are completely original, still do have competition. And so I guess it's not a red flag to me if someone hasn't figured out who the person who's also doing... I don't know. lavender striped pogo sticks, but who's doing pogo sticks and who's painting toys, lavender. And so what does that look like? Because it also tells you about the customer! One thing that we one thing that I do see is novelty, almost taking precedence over will this actually be used by more than a few people, right? I would rather see a concept or like somebody innovating on a proven thing or direction or widget, but doing it in such a way that's original in the sense that it's adding more value to the end customer.

Matt 

So even for someone like Lisa, who studies companies at their earliest stages, looking for the coolest new ideas, the biggest opportunities for innovation and investment, there might not be a difference between being first and being wrong? It made me think of the songs or books or art that I love the most. Sure, there's something fresh and original about them, but they also, you know, give a sense of familiarity. Building on what came before them. Sorry, I'm getting a bit abstract here. But the insight for new businesses is pretty profound. Before we go too much further, Lisa use the term "value proposition." It's one of those terms most of us have heard before, but what does it mean exactly?

Lisa 

And value proposition it's business canvas, it's like the middle of it, like the jelly in the donut! It's what your product or service or widget or thing does for your customers to make things better, or to make them feel like things are better.

Matt 

And this is how the customer ties into all this. A good business doesn't have to be completely new, it just needs to make the customer feel like things are better than they were without whatever product or service the business offers them. But let's get back to what Lisa said earlier about the character of the leaders involved. We know she looks at the competitive landscape, the value proposition and so on. But what else is she looking for

Lisa 

The leadership and the team attributes. You know, are they dedicated? Do they have the horsepower and the grit and all that good stuff? And then I would probably single out the CEO or the founder, like the person who's in charge, as almost like a separate thing, because the earlier the stage of the company, the less actual crunchy information you have. And you're looking for leadership attributes, but then also just you know, the whole humility and brains.

Matt 

All of this started to make so much sense. Sometimes from the outside, we can't really see the nuts and bolts that show us the potential of the business itself. So we need to rely on what we really can judge: character, humility, brains. So I wondered if the potential of a person matters so much, could a great leader maybe offset concerns about a bad business or a bad company? In other words, to someone like Lisa, what matters more the person or the business?

Lisa 

Could you have, you know, like a superstar person with a not so great company? And what's better that or the inverse? And definitely the former. And that works all the way up with a you know, with with large organizations, I think probably even moreso. A great business with someone at the helm, that's not great, will eventually run out of momentum. You could still make money. In the meantime, though.

Matt 

Whoa! We'll take on A founder with a B business over the inverse. In fact, a great business with bad leadership is at best a way for an investor to make a quick buck before the business dies. And you know, what's extra cool? In some cases, emphasizing the people side can create special superpowers for the company and the business.

Lisa 

If you're talking about a business inside that company, or a vertical inside a company, or product line, or some kind of an offering. More often than not these days, you're talking about a bunch of people in a company that do a thing. And it's maybe different to the rest of the things that the company does, right? One of the organizations that I sit on the board of has had the situation where, you know, they did a raise, and then they acquired this business unit. And it's really cool hearing about the first couple of days about where it was like, "Okay, you're here because we want you not the thing, but we want YOU!" And over and above that being a good acquisition on paper, can you imagine what that did to the sense of, you know, engagement, and therefore performance, of the company, etc, etc. So it's like, and it doesn't require a lot of investment. It's not like somebody had to write a big check after the fact sort of have these people come on and be super excited about coming into work the next day.

Matt 

And there you have it, right from someone who's in the middle of it, studying, assessing, developing and buying businesses and companies and thinking about customers and value proposition, competition and all the other things that can influence whether an idea will succeed or fail. What excites Lisa the most? Character, humility, brains, the people who run these businesses and companies. And emphasizing the importance of those people can further supercharge the organization's performance. In the next episode of Sound-Up Governance, I'll speak with Nick Chambers about communities and stakeholders. He’s an executive search professional and governance expert who specializes in purpose-driven organizations. Thanks for listening.

126. Sound-Up Governance Episode 2 with Lieutenant Colonel Jamahl Evans

Today's episode is the second of three crossover episodes with Sound-Up Governance, a new podcast that's part of the Ground-Up Governance platform (www.groundupgovernance.com). In this one, Matt Fullbrook speaks with Lieutenant Colonel Jamahl Evans of the United States Marine Corps about what duty and accountability mean in his world. 

 

TRANSCRIPT:

Matt 

Welcome back to Sound-Up Governance. One of the most common conversations I have with boards of directors and senior executives is about to whom they owe a duty. On the surface, it seems like a simple question, but most of the time, everyone in the room has a different idea of what "duty" even means. So the question of where your duty lies takes a lot more work to explore than most people expect. And when you add in the difference between duty and accountability, plus when and to whom you can delegate duties and accountability. Let's just say it gets tricky, fast. This week's guest is Lieutenant Colonel Jamahl Evans of the United States Marine Corps. In addition to his extraordinary military career, Jamahl is also a corporate governance enthusiast. As you might imagine, duty and accountability are baked pretty deep into everything that goes on in the Marines. But before we dive into that, I'll let Jamahl explain exactly what his job is because it's pretty neat.

Jamahl 

I am currently a Lieutenant Colonel in the United States Marine Corps. And what I do in the Marine Corps is financial management. I'm a financial management officer. That's what we call a Military Occupational Specialty, or MOS for short. In that capacity, I'm responsible for the planning and execution and oversight of my command's budget. Now, that's just the MOS piece. As I like to tell my Marines, your MOS is your job. Marine is your profession. So for me, my profession, and my first duty is being a Marine. And that means ensuring that my Marines and I are deployment ready and combat capable at all times. The section that I manage - my full title would be Assistant Chief of Staff, G-8 Comptroller - so that's a section and we've got about 14 Marines in there. So those are the Marines who are directly responsible and accountable to me to make sure that we're doing our financial management functions properly. Outside of that, external to us, are adjacent staff sections, and subordinate commands within the organization with whom we have to work to manage resources: make sure that we're that we've got enough resources and that we're using the resources we have properly.

Matt 

Now, I'm going to assume that many of you listening are as ignorant about the hierarchy of the Marines as I am, where exactly does the rank of Lieutenant Colonel fit in the organizational chart?

Jamahl 

So as a Lieutenant Colonel, I'm what's called a field grade officer, and there are three levels to that. So it's Major, which is what I was before, Lieutenant Colonel, what I am now, and Colonel, what I aspire to be promoted to in future. Beyond the field grade ranks, are the General or the flag officer ranks, so Brigadier General, Major General, Lieutenant General and Four Star General. So right now I am, what you would consider - although I'm senior to several other ranks - I'm still right smack in the middle of the of the officer and organizational hierarchy. So every promotion, you're getting greater responsibility. And they are also greater opportunities to which you can be assigned. So as what's called a company grade officer - those are junior officers: lieutenants, and captains - you're going to have significant responsibility already. When you become a field grade officer. What's interesting is, now you are a little further away from the junior Marines, and a little more responsible for organizational management. Beyond just making sure your Marines are trained, making sure they're taken care of making sure they're showing up on time and doing their job, now you are responsible for really understanding organizational policies, regulations, understanding what the what the mission of the organization is, and how your unit relates to that and ensuring that happens in the best way.

Matt 

Before our interview, Jamahl already knew that we were going to talk about duty and accountability. You'll notice that so far, he's being pretty careful not to use those words, instead referring to "responsibility." I nudged him a bit on that and asked him to tell me to whom he's accountable in his job and whether that's different from his duty. This is where things start getting really interesting.

Jamahl 

So to whom I am accountable in the immediate, that would be my commanding general. That is the senior officer who runs the organization. It's a Major General who runs Second Marine Division. So that is the first officer to whom I immediately accountable because it really is his budget that I'm managing. It's not me making solo decisions. It's not Lieutenant Colonel Evans going "I feel like buying this!" No, it is based on the mission of the organization and the intent of my senior leader, which would be my commanding General. So that's the immediate accountability portion of it. Broader, or writ large, when I think about to whom I'm accountable, personally, there is, first of all, the Constitution of the United States. We actually take an oath as officers, and our enlisted Marines take an oath as well. But we take an oath and in our oath is the Constitution of the United States. To support and defend against all enemies, foreign and domestic. So that wraps up the nation, and accountability towards the nation. My authority and my mission come directly from the President of the United States, so I'm accountable to the President of the United States, as well. Then you have United States citizens: the American people are truly the shareholders because it's their tax dollars I'm managing. It's their tax dollars, for whom my senior officers, President, Congress, we're responsible for that. So we do have to take into account and I've done it on several occasions where there were decisions that I had to make when working with partner nations. And I had to make tough determinations because I am managing taxpayer dollars.

Matt 

Okay, whoa. We're still only talking about accountability here and already for what's essentially a middle manager in a huge organization, Jamahl is accountable to his boss, and the President of the United States, and every taxpayer? Seriously? And if you thought the complexity would stop there, you were wrong. Let's add duty into the mix.

Jamahl 

You would think 20 years in the Marine Corps, I've got a good solid understanding of duty. And I did I had a good personal understanding. Then I got curious about well, what is the actual definition of duty? And the definition I came across was "a legal or a moral obligation." And I didn't, while that's true, I didn't feel that was the full story. And think when when it comes to duty, there is an intangible step of building a sense of duty. We can understand what duty is, but there is a step of building that within an individual. Some individuals just come to the organization with it. Some individuals don't. And I would say that the short answer to your question: Duty is having the knowledge, feeling, belief that you should do what you're supposed to do to the best of your ability, because that's the requirement. Accountability is a bit more on the reactive side. It's how do you explain what you've done? How do you take responsibility for what you've done? Who else shares in that responsibility? So that's where I would see the difference. I would see duty as being a bit more on the front end of actions and accountability on the back end.

Matt 

Okay, wait, pause. This is amazing stuff. If you're anything like me, you think of the Marines as being the definition of tangible structure, discipline, order. I mean, if you ask me for the first word that comes to my mind, when you say the word "Marines," it would probably be "duty." But now I'm hearing that duty is something almost soft and squishy, something that comes from the inside, rather than being imposed on you from the outside. Am I hearing that right?

Jamahl 

And that was the second thought that I had, after I considered how I would define duty. The second thought being, well, how do you instill it? How do you ensure it? How do you develop it? How does it come about? Like you said, there's some external factor that plays upon you to help build a sense of duty. And the thing I thought about was, okay, well, if I were in an organization, what would help drive my own sense of duty? Because I came to the Marine Corps with a sense of duty. And I thought of one thing or a multitude of things, but I keyed in on one thing that I think helps build that. I think the principles of an organization can drive a sense of duty, and that's your external thing that comes into play. And how it works is when when people see your principles, and I don't care if it's in a slogan or motto anything, there's got to be a connection. And the connection that has to be established is: I either possess the characteristics of those principles already, or those are principles that I want to possess, I want to display those.

Matt 

So cool! It's like duty, this thing that the dictionary defines as a legal or moral obligation, might actually be more of a special sauce, where the ingredients are a person's internal drive character and beliefs, plus the purpose and values of their organization. So I wondered: if accountability is basically a set of responsibilities imposed on a person by an external or organizational structure. And duty is something that comes more from inside you, there must be lots of ways that duty and accountability could come into conflict. Like if your moral duty and beliefs make it hard to carry out an order from your boss, for example. In a case like that, what is Jamahl hope his Marines will do to address the conflict?

Jamahl 

In my office, I have established with my Marines, we do not use the word "hope". And they find it interesting they find it, you know, they find it funny. But we all know that it's a common theme in the Marine Corps, that hope is not a course of action. So when you talk about anybody who's having kind of a dilemma, or a conundrum, I don't have a hope for them. What I do is engage to see what kind of actions we can take to improve the situation. So to answer your direct question, the first thing is, there historically can be dilemmas between what the organization needs to do and how they need to do it, and what the individual thinks about it. So the first thing, which is one of the foundations, is that a Marine does not have to follow an unlawful order. So if you, as a Marine or as any service person, believe that an order you've received is unlawful or illegal, you do not have to do it. However, if an order is lawful, you might not agree with it, you might have a personal feeling, but you're still going to do it, you have a job to do. And if you've been given given a lawful order, then you execute! Now here's where the development comes into play, to minimize the dilemma that you hypothesized. As we grow within our organizations, it's on the mid-level and senior leaders to ensure that there's quality understanding, quality training, quality conversation, quality voice, making that time for your junior personnel to ask you those tough questions. And I tried to get my Marines to ask tough questions early on. That way they can experience and understand a glimpse that what your perspective is, at your level doesn't encompass the entire picture. And you have to understand that there are threads between what you functionally do and what we organizationally decide.

Matt 

Like most important things in life, this is a complex problem. When duty and accountability collide, or when your personal beliefs are in conflict with what your organization asks of you, sometimes you have to, you know, just trust your boss and do the work. But Jamahl is also telling us that it's important for organizational leaders to give their team a voice, a platform, and an opportunity to better understand how they fit into the bigger picture. But again, we're hearing something that kind of doesn't match my own perception of a military organization where everything is super structured, and everyone has to do the same things at the same time. You know, predictable and repeatable. How can you have both that and an environment where everyone has a voice and some influence and problem solving?

Jamahl 

Senior leaders have to create space for that to happen. If you're running a completely robotic organization where people just do a thing, and there's no room to either question, consult, understand, develop, grow, then you're going to have people doing robotic things. No military can be at its best when it's just "do the exact thing that I tell you and that's it," because you will have a group of people who will do one thing and will stop. So just like any other organization, we do need to increase the bandwidth for creative thinking, innovative thinking, especially when it comes to problem solving. So those types of behaviors that we want everybody doing the same way in the Marine Corps, we want everyone to be in shape. We don't even want it, we need it. That's a requirement. You're required to be in shape. Two months ago, I ran three miles. I don't like distance running, though I do it as well as I can...I do pretty good. But we want our Marines staying in shape. We want our people healthy, and not just physically healthy, mentally, and emotionally healthy. So it's on again, senior leadership to engage and be aware that that's happening. Shifting over to the behaviors where we want to expand and have that bandwidth to learn and to grow. That's where your innovation piece comes in. Where we want Marines thinking about developed solutions to problems, branch scenarios. "What would you do?" is a great question. "What would you do?" It's a very easy thing to sit down with your personnel and go over a scenario, something that happened in your career, "Hey, this, this happened. What do you think you would do in this situation?" You have that conversation. The next step, in that is the daily activities, daily tasks, daily operations, giving your people that space to make decisions at their level.

Matt 

It surprised me a bit to hear Jamahl talk about the importance of not just physical health, but also mental well-being in the Marines. But now that I think about it, it really shouldn't have surprised me at all. It can be an extraordinary, stressful and dangerous job. And it made an impact on me to hear him talk about it as part of the duty of being a Marine. The duty to care for your own physical and mental well being, but also that of the people around you. How does that actually play out in the real world of the Marine Corps?

Jamahl 

When you place a focus on engagement, treatment, development, recovery, and then success, you establish a continuum that's understandable by your junior leaders. One of the things I think the Department of Defense is great at is messaging the need to be aware. Messaging the need to be aware and see signs. And we've had a lot of messaging over the years. But it's something that is important, because we're talking about the health of the organization. So what gets a message down to mid-level and junior leaders is "here are different signs, things that you should be looking for. If you've never had to deal with this before. Here's something that could trigger in your mind a something might be wrong." I have had the experience of walking past a Marine and getting a greeting, they say "Good morning, sir." I'll say "Good morning." And sometimes I'll say "how are you?" A lot of people don't like that greeting because you really just say it and you pass the person and you go. But about three times in my career I've said good morning to a Marine and I've looked and I said "how are you?" And they will respond with "fine" or "okay". And it's just something in the eyes. And three times I've had to pull the Marine aside and say, "seriously, I know I'm not your commanding officer, you don't even know me. But are you good?"And then those three instances I've hadn't read, say "no." So then I would stop what I was doing, call whomever I was going to meet whatever meeting I was going to say, "Look, I can't make it, I have a situation." And I'll take that Marine into the office. Now sometimes that results in one hour, two hour conversations. But so long as that Marine leaves with something functional to get them to the next step. I'm not going to cure everything. I'm not trained to cure everything. And I don't have the time to cure everything. But what I can do is show you where the door is, and open it and say, "Look, you can step through that door. If you can do nothing else, you can step through that door, because we may be side by side, fighting against an enemy. And I gotta know that you're good." And it's not just for junior members either. It goes for our senior members, and I'll share one more story when I've worked... I was a Major and I worked with a Lieutenant Colonel. He was he was my Commanding Officer and I was his Executive Officer. And I noticed the level of stress that he was fighting. He wasn't losing it or anything like that - he was completely capable. But you can see fatigue in people. One day I heard him come on deck. And he was walking his office was after my office. That way I catch all the people that want to try to go and see him. So I hear him walk into his office, and about three or four different Marines approached him with a with an issue, something they had, "Sir, this or that." So they walked by my office. I said, "Sir, do you have a moment?" And the way he normally did it he would just say "yes." But you could see the fatigue in his eyes. So he came in, I said "Sir, do you mind if I close the hatch?" And he said, "not at all". So you close the hatch - for your listeners a hatch is a door. Naval terminology -  and he sat down on the couch in my office, and he said, "What do you have?" And I said "nothing, sir, you just looked like you needed to have a time when nobody's asking you to do something." And he smiled and looked at me, he goes, "You up for tacos?" I said, "Yes, sir." So we went and had lunch. So sometimes we have to look out for senior leaders in the same way to look out for junior people. So it just, it just takes compassion, awareness and engagement.

Matt 

There it is! Even in an organization as structured, complex and disciplined as the United States Marine Corps., Sometimes it's important to just go and have tacos with your boss. I learned so much from my conversation with Lieutenant Colonel Jamahl Evans and we covered a lot more ground than what you heard in this episode, so you'll hear more from him in the future. If you have a question, story, or insight you’d like to share, please send a note or a voice memo to soundup@groundupgovernance.com, and we may feature you in a future episode. On the next episode of Sound-Up Governance. I talk with performance strategist, investment guru and corporate governance enthusiast Lisa Oldridge about businesses, companies, customers, and how they all fit together. Until next time.

125. Sound-Up Governance Episode 1 featuring Tiziana Casciaro

Today's episode of OMG is actually a crossover with a new podcast, Sound-Up Governance, which is part of the new Ground-Up Governance platform. Episode 1 features an interview with Tiziana Casciaro, author of Power, for All: How it Really Works, and Why it's Everyone's Business. If you like what you hear, please consider heading over to groundupgovernance.com and subscribing.

 

SCRIPT

The next three episodes of OMG are gonna be REALLY different. Well, actually, they’re not episodes of OMG at all, but episodes of a brand new podcast called Sound-Up Governance, which is part of my new Ground-Up Governance platform. Sound-Up Governance features interviews with experts who don’t necessarily come from the regular pool of corporate governance “gurus” so to speak. Instead, they are experts in stuff that’s really important to doing corporate governance well, and can help us to understand what’s really going on in our organizations. First up is Professor Tiziana Casciaro, who literally wrote the book on power and authority. If you like what you hear, head over to groundupgovernance.com to learn more and consider subscribing.

 

Matt 

Welcome to Sound-Up Governance, part of the ground up governance network. My name is Matt Fullbrook. And in today's episode I speak with my friend Tiziana Casciaro, Professor of Organizational Behavior at the Rotman School of Management at the University of Toronto. We launched the Ground-Up Governance newsletter this week with the most fundamental concepts in corporate governance: authority and power. I mean, what could be more essential to corporate governance then trying to understand who's allowed to do what and what it takes for one person to influence another person? Luckily for us, Professor Casciaro, recently co authored a book with Harvard's Julie Battilana called Power for All: How it Really Works, and Why it's Everyone's Business. And just so I don't mess anything up, why don't we let her tell us a bit more?

 

Tiziana 

It's a book intended for all in this world, not only in Canada, not only the US, but really, truly everywhere, who have contended with power, have struggled with it been frustrated by it, while understanding that it's important for them to have it, and know how to use it. And we have tried to give tools and understandings that allow people to grow in their influence, but also learn how to deploy it for good.

 

Matt 

It never much occurred to me to think very hard about what power really is, or how, if at all, it's different from authority, or why, for example, people in really visible or influential positions sometimes fail to make a difference, am I missing somethingZ

 

Tiziana 

Power is often very much confused with authority, or or I should say, authority is often confused with power. They are different, however. Authority is the formal right to issue orders and directives and make decisions. And it comes from the position you occupy in a formal structure. So your role puts you in a place where you get to make certain decisions. Power is different, however. Power is the ability to influence the behavior of other people. And you can influence them sometimes through your formal authority. If I have the right to decide whether you're going to be promoted or not, that gives me power over you. It's not just authority, but it's actual power. Why? Because you want something from me: a promotion. I have control over your access to this thing you want because I have the right to decide whether you will be promoted or not. And therefore I exercise influence over you. That's what power is made of. It's made of controlling your access to something you desire.  But you see, already in the definition of power, that I may control, access to something you want without having formal authority.

 

Matt  

So can a person create power? Does that even make sense?

 

Tiziana 

Absolutely makes sense. A person can increase their power, if they understand this simple principle of where power comes from. If I know that power comes from controlling access to resources you want, all I need to accrue more power is understand what is it that you want. And that's where people become very confused between the notion of formal authority and the power broadly conceived, formal authority has to do with something very specific. I have certain decision rights in a certain context over certain things. But that covers only a small part of what you might want, you might not just want a promotion, you might want for instance, to be managed by somebody who understands you, that understands your gifts, your talents, your complexity as a human being, values it and makes you feel good by giving you a platform where you can be your best self every day at work. Those are much more psychological resources, that are not written down in any formal organizational structure. They are much more subtle, and yet they are extremely important to people, they drive who they want to associate themselves with, whether they I want to be led by you or not, whether I will trust the decision you make. And even if you make a decision through your formal authority, and the decision comes at me, your actual underlying power - so,  your ability to influence my behavior - will come down to how willing am I to execute on that decision?

 

Matt  

Okay, now we're really getting somewhere. No wonder some people have authority, but still can't get anyone to do anything. Power isn't only about controlling access to tangible resources, in some cases is way more important to just make someone feel good, feel valued and motivated. Since Ground-Up Governance is ultimately about corporations, how does all this apply in a typical corporate structure with a board, a CEO...in other words, a model that's got a well defined, built in leadership hierarchy. Once again, here's Professor Tiziana Casciaro.

 

Tiziana  

The problem of the hierarchical structure you're describing is that it tends to concentrate power in the hands of very few people. And what we know from research in all kinds of disciplines is that power concentration tends to be bad in the long run, not only for the majority of people who don't have power, and therefore are just on the receiving end of the decisions of the few. But it can also be detrimental to the few in power, to the extent that having that much control can lead them to abuse their power. They lose sight of their unilateral capacity to shape the life of others and the other people who are receiving these decisions. Sometimes they become resentful of this asymmetry. And for good reason, if they're not unreasonable in becoming resentful. And when you have resentful people that you're leading, it's not good. Because they might push back, they do push back, the moment they have a little bit of room to show you that you're abusing your power. And I don't like it.

 

Matt 

Uh oh So, concentrating power at the top of an organization sounds risky. What about a board of directors? How do power and authority work there?

 

Tiziana 

So, you are a director on a board. And and because of that role, you will have certain rights to issue directives for the company and its leadership, and jointly with the other board members, you can come up with certain decisions that then presumably get implemented. So imagine one of these board members that in addition to the formal authority that accrues to them, by virtue of occupying that position on the board, they have something else going on for them. Maybe they have extra good connections to a stakeholder that the management of the company cares about, or that the board cares about. And they have to go through me to get to those guys in that stakeholder groups. In that case, I will end up having more influence over the decisions of the board and the behavior of the executives that leave the company, because I've got something that they want. And I control it in the sense that there aren't many alternative ways for them to get to those stakeholders, they kind of have to go through me.

 

Matt  

It almost seems like part of the problem is the way that boards are structured, I asked Professor Casciaro if we should be trying to build boards so that every director somehow has an equal amount of power. I mean, maybe that would be the ideal condition for making good decisions and balancing everyone's interests.

 

Tiziana 

The reality is that resources are unequally distributed across each and every one of us. And it's unavoidable that you will not have the quality you're describing on the board. But what you can do is to create decision making processes that make it harder for people to go off and establish relationships of influence that are disconnected from the goal that the board is presumably pursuing. So you can have decision making structures where it's one board member, one vote, that you have a way to express your preferences that does not allow easily for you to be swayed by others, which could protect you from their influence when it stems from things that have nothing to do with a decision at hand.

 

Matt 

All right, so maybe it isn't possible to distribute power equally, but we can just use processes that balance things out a little. That's what we should be working on right? 

 

Tiziana  

But then you lose something when you do that. When you create a structure in which the decision is made almost independently by each board member, what you lose is the learning and the ability to engage with ideas other than your own that can actually and actually do oftentimes improve decision making. I can come in with my own independent judgment, which is all fine and dandy because it becomes not subject to your undue influence as my fellow board member. But I don't get to hear your argument, I don't get to really make my own decision better, because I don't get your input. So that's what what you're the tension, you're juggling here, you're navigating this pull toward independence, but also want to secure the beauty of multiple minds, struggling with a complex decision, where each and every one of us individually, cannot really understand every component.

 

Matt  

We've learned how authority and power are different, and that people can in fact, take steps to generate power. We've all heard about the potential corrupting effects of power socially - morally, even - can we take steps to, you know, use our power for good?

 

Tiziana

Ultimately, you're going to have to contend with what you have done with your life. What have you impacted? What are you leaving behind? And this is a level of insight into yourself that sometimes escapes us when we are in the middle of the action. We are the CEO of a company, complex stuff coming at us from every which way, and we kind of forget that actually, we want to accomplish something here. In addition to being rich and famous. We want to accomplish something other than that. So it's very important for people to understand that there are many goals you can accomplish. And power is essential to accomplishing all of them. You cannot get anything done without power. It's a form of energy in many ways that allows you to change the world around you, and move it in a direction you think is worthwhile. So you have to empower, for lack of a better word, people to acquire the power they need to pursue those objectives. And sometimes the people that have formal authority are not the right people. They're not pursuing the right objectives anymore. Maybe they started out with dreams and ambitions that were perfectly good and constructive, but along the way they lost sight of them. So the book tries to give everybody an opportunity to understand how power works so that they can acquire it, and then set up their power - and this is something that boards actually are very important contributors to - set up their power so that they don't get lost along the way. Because power does go to our head. It does. It does contaminate our purpose. It does distract us from our limitations and our need for other people to help us along the way. It makes us hubristic, it makes us self focused. So you need to not only give people tools to acquire power, but also give them tools to keep it in check.

 

Matt  

Thank you for listening to episode number one of Sound-Up Governance. The fact that you're listening means you're a Ground-Up Governance subscriber. So thank you sincerely for your support and engagement. Next week, I'll speak with Lieutenant Colonel Jamahl Evans, Sr. of the US Marines as we work through our next batch of words: accountability, delegate and duty. If you want to reach out with a question or insight or an interesting story, send an email or voice memo to soundup@groundupgovernance.com. And we may feature you in a future episode. Thank you for tuning in. See you next week.

124. Introducing Ground-Up Governance

Today I launched my new platform, Ground-Up Governance. If you ever wished there were corporate governance resources that were less complicated, expensive, and...well, boring, then please have a look. I'm super excited about it and hope you like it!

 

SCRIPT

Today, September 12, 2022, marks the launch of my new project, Ground-Up Governance. On the surface, it may look like just a newsletter, but once you dive in it’s more like a hilarious graphic novel meets encyclopedia with tonnes of illustrations, audio, video, storytelling, and, well, you get the picture. Or you probably don’t, actually. Just head to groundupgovernance.com to start poking around! The whole point of Ground-Up Governance is to strip away the unnecessary complexity that makes corporate governance seem so difficult, inaccessible, and…boring. Not just that, but it took me like 20 years before it occurred to me that I couldn’t explain what “good governance” is, and most board members and executives I know can’t explain it either. I don’t want to harp too much on definitions here, but if we don’t know the meaning of the words we’re using, I think that’s a big problem. Check it out now – most of the content is completely free – and join me and a super cool cast of other characters on a journey to make corporate governance simpler, more accessible, and way more fun.

 

123. Building a fit-for-purpose association board (feat. Jeff de Cagna)

Special OMG guest Jeff de Cagna explains the importance of fit-for-purpose boards. Although his specialty is associations, the message applies universally!

 

SCRIPT

Hi, I’m Jeff De Cagna, executive advisor for Foresight First LLC, located in Reston, Virginia. My sincere thanks to Matt for inviting me to be the guest host for this episode of the One Minute Governance Podcast.

 

The focus of my work is on helping professional, trade, and other association boards become fit-for-purpose by setting a higher standard of stewardship, governing, and foresight, or SGF. The crucial question I pose to boards is one we should all ask as we consider our personal responsibility for addressing this decade’s intensifying challenges: what will our successors say about us? The purpose of this question is to push association boards to focus their attention on how their actions, rather than their words, will help shape a different and better future for the people who will follow them in the years and decades ahead, with a specific emphasis on future humans they will never know personally.

 

At the heart of SGF is the board’s duty of foresight, a term I originally coined in 2014 and recently redefined to integrate both more than two years of painful pandemic lessons and a clear-eyed recognition of the serious struggles still ahead: the duty of foresight requires association boards to stand up for their successors’ futures through intentional learning, short-term sacrifice, and long-term action. In contrast to the legal mandate that underpins boards’ fiduciary duties, the duty of foresight is a choice—a profoundly ethical and moral choice—that fit-for-purpose association boards must make every day.

122. Didn’t I say I’d write a book or something?

A few months ago I promised/threatened to write a book. My thinking has changed a bit, but I still believe there are a lot of issues in corporate governance that we can solve together. More news very soon!

Background music is Of the Stars by KC Roberts & the Live Revolution

 

SCRIPT

Back in January I released an episode of OMG – episode 99 – called “I think I might write a book.” All the reasons I thought about writing a book are just as relevant now, and I haven’t conclusively banished writing a book from my to-do list, but I’m not as excited about writing a book as I was. Partly because I feel like the time it takes to get from idea to actual physical book is so long that I probably won’t even agree with myself anymore by the time the book is out. But there are still problems I’d like to try to HELP to solve. Corporate governance is still, in my opinion, deeply misunderstood – even by the people who run the “corporate governance machine” so to speak. Few people, even those who are rightfully considered experts, can articulate what good governance is in a way that anyone could understand and take steps to implement. Maybe most importantly, for anyone who wants to play a role in corporate governance in the future, there’s just about nowhere to go that will empower you to walk into a role as an executive or corporate director for the first time with the confidence that you’ve “got this.” Because everyone seems to have a different understanding of what “this” really is, and very few are taking steps to make it easier to grasp, let alone taking steps to encourage or enable new and better people to enter the space tomorrow than those who were there yesterday. So instead of a book, I’m trying something else. Something a bit less conventional. Two episodes from now, I’ll tell you everything. For now, to the extent that you see the same problems as I do, get in touch with me with some words of encouragement. I’ll really appreciate the support.

121. Nobody is entitled to a board seat

Ever feel like you're "stuck" with the wrong people on your board? Things are *probably* aren't as bad as they seem.

 

Background Music is Of the Stars by KC Roberts & the Live Revolution.

 

SCRIPT

OK so the title of this episode might not seem correct to some of you, but it’s *technically* correct, which is the best kind of correct. The truth is, there are no circumstances in which you are unconditionally entitled to a seat on a board. Even in my one-owner, zero-employees corporation where I’m the only board member, I’m only entitled to a board seat as long as I fulfill any legal and regulatory duties. But let’s talk about some more useful situations that go beyond simple legal compliance. I meet a lot of organizations where the board and/or management seem resigned to the fact that they have to live with one or more bad board members, or with a board that, as a whole, just…doesn’t have the right people. In most corporate models, there are specific democratic processes for the election and removal of directors, but using democratic constraints as an excuse for living with bad directors is just taking a complex human issue and boiling it down to compliance again. A seat on a board is a privilege, not a right. There’s no specific person who is entitled to a seat if they are not willing, prepared, and committed to contribute to effective decision-making in the ways we’ve discussed already this season. Yes, your organization might have board seats set aside for representatives of an ownership or stakeholder group – and you should be working with those groups to make sure their representatives are, y’know, good directors! Or maybe you have an ineffective director that has several years left in their term. How about helping them to improve instead of just waiting for their time to come. And if improvement doesn’t come? Thank them for their service, and start the conversation about it maybe being time to make space for the next, more effective director. Directors are, or at least should be, more than seat fillers. They are the gatekeepers of good governance.

120. Making good decisions: You’ll never be perfect

When it comes to good governance, the conditions for great decision-making will never be perfect. But the journey is what counts.

Background music is Of the Stars by KC Roberts & the Live Revolution

 

SCRIPT

One thing I noticed when I first read chapter 1 of the Heath Brothers’ Decisive is that I fall victim to the four villains of decision making basically every time I make any decision. I bet you felt the same. And it gets even worse when you’re trying to make decisions as a group. Everyone brings their own “flavour” of the four villains to the table, making it super difficult to manage everything perfectly. Decisive offers some cool ideas, which you should review and test out yourself. I want to suggest that the status quo of boards of directors specifically, and corporate governance in general, create basically the perfect conditions for the four villains to thrive: time scarcity + information asymmetry + expertise asymmetry + rule-driven norms and so on, so on, so on. So here’s the thing: if you buy into my definition of good governance even a little bit, the definition being actively creating conditions that maximize the likelihood that effective decisions will get made, then the status quo of boards – from the rules of order, to the structure of meetings, to the layout of the boardroom to the flow of conversations – all of it has the significant potential to work AGAINST good governance. So, to the extent that you see a bit of the four villains of decision-making in yourself, your organization, and your boardroom…what you’re seeing is NORMAL, but it’s also bad governance. The next time you craft an agenda, prepare a board presentation, frame a key decision, kick off a conversation, read your pre-read materials, etc. Keep the four villains in mind and ask how you can set yourself, your board, your management team up to create the conditions for effective decisions. It won’t be perfect, but the effort itself is, in my opinion, the key to good governance.