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BINGE SEASON 4 NOW!!! Season 5 coming soon-ish Are you a director, senior executive, investor, or someone who’s just curious about corporate governance? Tune in for insights about how things work inside and outside the boardroom, based on 20 years of experience and interactions with thousands of directors from around the world. Each episode lasts about one minute and will provide you with questions to ask yourself, your board and your management team, designed to optimize the way your organization makes decisions. Matt Fullbrook is a corporate governance researcher, educator and advisor located in Toronto.
Episodes
Wednesday May 10, 2023
Ground-Up Governance Definition #2 - Power
Wednesday May 10, 2023
Wednesday May 10, 2023
Every Wednesday, OMG will share an audio version of a definition from the Ground-Up Governance platform.
Monday May 08, 2023
153. Flip the script (Condition #2: information format)
Monday May 08, 2023
Monday May 08, 2023
Let’s say you’ve decided to start a podcast to include as part of your board pre-work. You’ve got a lot of decisions to make. Will it be scripted or spontaneous? Will it be one voice – maybe your CEO – or many, like the entire executive team? Will it be short, pithy, and brilliant like OMG, or long, boring and arduous like other podcasts (sorry). Maybe it will be an interview format. Maybe those interviews will be featured exactly as they happened for completeness, or maybe they will be edited to pick out the juiciest bits with some voiceover added for emphasis. And so on, basically to infinity. Pick a medium and the formatting choices are kinda endless, from font and font size, to length, to punctuation styles, to pull quotes. Some of the formatting might be intended to keep the consumer’s attention, and some might be intended to just add fun flair. Some might be intended to make sure specific pieces of information get seen…and retained. You might use one format for communicating facts and another for commentary. What I hope is obvious, though, is that you have *a lot* of control over formatting. I might even argue that formatting can serve you really well, but that if you don’t put much thought into it, it’s probably serving you poorly. So…let’s be intentional about it, shall we?
Thursday May 04, 2023
152. It *is* the message (Condition #1: information medium)
Thursday May 04, 2023
Thursday May 04, 2023
There’s a quote I really like from an article called The Elements of Good Judgment by Sir Andrew Likierman in HBR back in January 2020. Also the article has a beautiful image at the top of what looks like a great gray owl with a super poofy face. Anyway, the quote reads: “As a director of a large listed company, I would get up to a million words to read ahead of a big meeting. Confronted with such a deluge, it’s tempting to skim and to remember only the material that confirms our beliefs. That’s why smart leaders demand quality rather than quantity in what gets to them.” There’s a lot about this quote that I like, but I also see an opportunity missed. It’s just taken as granted that board pre-reads will be, well, pre-READS. Sure, those pre-reads are usually no longer literal physical binders – intimidatingly huge ones, at that – but don’t you find it a bit strange that Mr. Likierman’s focus is only on the amount of information, and not the medium? I mean, I think we can confidently say that people like consuming information through all kinds of media, right? You’re listening to a podcast right now, for instance. Later, you might stream a video on Netflix or Disney or YouTube, or poke through Twitter or Instagram or TikTok. Maybe your team at work does most of its interaction through Slack instead of email or phone or text. Maybe you like looking at your calendar on your desktop computer more than on your phone. Maybe you’re reading the transcript of this podcast instead of listening to it. Anyway, the medium matters. Each of the media I’ve mentioned in this episode *COULD* be an element of your board packet. And all of them are better than a million words in PDF format.
Wednesday May 03, 2023
Ground-Up Governance Definition #1: Authority
Wednesday May 03, 2023
Wednesday May 03, 2023
Every Wednesday, OMG will share an audio version of a definition from the Ground-Up Governance platform.
Monday May 01, 2023
151. The latest and greatest definition of ”good governance”
Monday May 01, 2023
Monday May 01, 2023
Finally! Season 4 of OMG. Let's start with Matt's latest definition of "good governance"
SCRIPT
Welcome to season 4 of One Minute Governance! This season is gonna be a bit different. Well, I mean it’s mostly gonna be the same. 60-90 seconds or so of me talking about governance stuff a couple times a week. The different part is that there’s a season-long theme. Let me explain. My current wording of my definition of good governance (yes, it’s different again) is “good governance is intentionally cultivating effective conditions for making decisions.” I’ve been testing this out on a bunch of different audiences and it’s resonating – for the most part – pretty strongly. But there’s a sensible question that comes up almost every time: “what do you mean by ‘conditions’?” Good question, right? And it’s completely true that the word “conditions” is doing a *lot* of work here. Like, a lot a lot. And the fact is that there are *tonnes* of conditions that affect our decisions – many of which we can be intentional about. So, 47 of the remaining 49 episodes of season 4 will each be about one of those conditions, why it matters, and how we can influence it. These 47 conditions are…not arbitrary, exactly, but certainly far from an exhaustive list. Some may seem obvious, others trivial, and others still that will be left out for no reason other than I didn’t think of them or ran out of time or whatever. Either way, I hope that the journey over the next few months will spark some ideas about how you might intentionally cultivate effective conditions for decision-making in your next board meeting, family dinner, bachelorette party, or whatever. See you in a couple of days!
Tuesday Mar 28, 2023
Season 4 Trailer
Tuesday Mar 28, 2023
Tuesday Mar 28, 2023
Season 4 launches May 1st, 2023
SCRIPT
I can’t believe it’s already been like 4 months since we wrapped up season 3 of OMG. I just wanted to check in for a sec to let you know that season 4 is on its way. Soon! Not only that, but it’s gonna be the first “concept” season, with a theme. Yeah, yeah, the whole podcast has a theme, I know, corporate governance, blah blah. But this goes beyond that. Remember how we talked a bunch last season about what “good” governance means – episodes 102 and 140, for instance? Season 4 is a zoom in on the word “conditions.” Seriously, all 50 episodes. And it’s gonna be really fun and interesting, and *useful*. So, set your calendars. Every Monday and Thursday for 25 weeks starting on May 1. That’s, like, almost exactly a month away, so you have plenty of time to listen to the entire back catalog of 150 OMG episodes. If you need even more content to tide you over, head to groundupgovernance.com, where we have over 50 blog posts, 25 podcast episodes, a bunch of videos, and more. Thanks for tuning in. See you in a few weeks!
Monday Dec 12, 2022
150. Pro Tip: Use OMG in your boardroom
Monday Dec 12, 2022
Monday Dec 12, 2022
SEASON 3 FINALE: While you're waiting for season 4, try using OMG in your boardroom.
SCRIPT
We’ve reached the end of season three of OMG. 150 episodes. I’ve said before that every time I sit down to write for this podcast I’m afraid I won’t have any new ideas. And sure, it would be a fair criticism to say that I don’t really always have *new* ideas. I do revisit a lot of topics. But I do always feel like I have something different to say, either because I’ve changed my mind or learned something new or am just feeling a bit opinionated and snarky. That inspiration mainly comes from the people in my community. Directors, senior executives, educators, advisors, and sometimes just nerdy weirdos. I get so much insight and energy from the conversations I have with these people, and honestly I probably won’t ever run out of material as long as they’ll keep talking to me. Which brings me to my pro-tip. This pile of 150 episodes of OMG consolidates so many ideas and perspectives that I’ve gathered up over the past couple of years of my governance journey. And even though the stuff I say here may not be “right” or even all that smart sometimes, it definitely *can* act as a useful conversation starter for you, your board, and the rest of your team. Take advantage the privilege I have to speak to amazing people every day by picking out one or two episodes to share with your board and management in advance of your next board meeting. It’ll only take them a couple of minutes to listen, and it might spark some different thinking. I’ll be back in a few months with Season 4. In the meantime, reach out anytime at mattfullbrook.com if you have ideas or questions that you think I should cover next season, or if you have any other ideas to help make OMG even better. Thank you so much for listening. See you soon.
Thursday Dec 08, 2022
149. Great board chairs are like great dinner hosts
Thursday Dec 08, 2022
Thursday Dec 08, 2022
Let's let go of comparing board chairs to orchestra conductors. A dinner host is a way better analogy.
SCRIPT
Back in episode 91, I made an argument against comparing great board chairs to orchestra conductors. But if an orchestra conductor isn’t a good analogy, what is? I think I have something. It’s not perfect, but to me it’s a much better description of an excellent chair. Imagine you arrive at a dinner party. The lighting is comfortable, the temperature is right. The host takes your coat, puts a drink in your hand, and skillfully introduces you to someone you don’t know with a fun conversation prompt. By the time you’ve had a chance to meet everyone, dinner is served. The food is delicious, and beautifully paired with the wine. The conversation flows. There is disagreement – maybe even tension – but everyone feels comfortable to participate and nobody feels attacked. You learn a lot. More than you expected. And before the conversation loses steam, the evening wraps up. You don’t feel too full, or too drunk, or too tired. It might feel a bit like magic, but to the host it was all just intentional and difficult work – before, during, and after the party. The host, of course, is our board chair analog. I know that if you think about it enough you’ll find lots of flaws with the analogy, but none of them as glaring as the orchestra conductor. The dinner host’s work is in service of creating a vibe, of getting the right combination of people engaging with each other in the right ways, of managing countless intersecting variables that may change without notice, and to do so with grace, humour, and empathy. No standing ovation. No spotlight.
Monday Dec 05, 2022
148. Do big companies just run themselves?
Monday Dec 05, 2022
Monday Dec 05, 2022
Can a company get so big that its leaders barely matter?
SCRIPT
Think of a really big company. Like, REALLY big. Especially if it does lots of things in lots of places. Even more if it makes money in lots of different ways. Maybe a big bank, for example. Let’s also imagine that the company is pretty good. Y’know, it’s making money, has good competitive positioning, and solid reputation. Let’s also imagine that there are no current crises or major obstacles. Last assumption here is that there are enough good people in the company to make sure that the stuff that’s supposed to happen actually happens. Under those circumstances, the generic bank-like company in question is pretty likely to keep going, right? Maybe even thrive. I sometimes wonder if, under those very privileged circumstances, senior executives and board members might barely matter at all. Sure, everyone needs to report to someone and someone needs to be at the top of the food chain and all that. And of course crises, or at least unexpected shocks, are always a possibility – and someone needs to be at the ready to guide the company through the storm. But in a company like the one we described, could it be true that senior executives and boards most important role is to basically just exist? To kinda be accountability sponges just because someone’s butt has to be on the line? I realize we probably want some folks in our company to be dreaming about what cool stuff we could do next, just so we don’t get complacent. But for the most part we’re talking about innovation at the margins rather than at the core. I’m not really recommending anything here – just making the observation that I can imagine a scenario where an organization’s top leaders barely matter at all. What do you think?
Thursday Dec 01, 2022
147. Do boards have any impact on organizational culture
Thursday Dec 01, 2022
Thursday Dec 01, 2022
Is it *really* possible for boards to impact organizational culture?
SCRIPT
A lot has been said and written about the impact that boards have, or at least might have, over organizational culture. A lot of what’s been written and said happens in the wake of some culture-related meltdown like at Wells Fargo, or Boeing, for example. Where was the board? How could they have been so blind? If only the board had spent more time actually wandering around the organization, they would have seen the signs, right? I mean, yeah, of course it makes sense for boards to have a clue that their organization’s culture is going down the toilet, obvi. But anyone who’s spent time in and around large and/or complex organizations will tell you that there’s often no one monolithic “organizational culture.” There might be doctrines and norms, values and visions, leadership styles and cults of personality. But in an organization with high diversity of roles or geographies, for example, there’s no way for *anyone* to fully understand culture, or to have visibility into every little nook and cranny where a crisis might be festering. Of course we want our boards to be sufficiently aware and curious to notice systemic cultural issues and toxicity, and to have the guts to get rid of the leaders who allow or enable those problems. At the same time, part of a board’s superpower is in what they *don’t* know. They don’t eat, sleep, and breathe the organization. They don’t obsess every minute of every day and night about its tiniest successes and failures. They come into their roles with the benefit of independence. So does an effective board have impact on organizational culture? Sure, I guess. But are they the architects of culture? That one gets a “no” from me.
Monday Nov 28, 2022
146. Can good governance overcome ”bad” people?
Monday Nov 28, 2022
Monday Nov 28, 2022
Could it be possible for governance to be *so* good that the quality of the people don't even matter?
SCRIPT
One of the most common reactions so far to my definition of good governance as “the act of intentionally creating effective conditions for making decisions” is that I might be discounting the importance excellent people. In other words, I might be implying that if we create the right conditions then it doesn’t matter who’s in the room. First off, it’s not my intention to imply that at all. I think the people in the room are some of the most important conditions that we need to intentionally work on in our good governance journey. But let’s explore this for a moment. Could it be the case that somehow good governance is possible even with bad people? I mean, every person has *some* kind of strength, right? Maybe we could create conditions where everyone is *only* able to express their strengths and not their weaknesses. Maybe we could supplement our organizational leaders’ lack of care or interest or aptitude with external support? Maybe still, a truly optimized set of conditions could transform a group of duds into a group of stars? I honestly don’t know, and suspect the answers are deeply circumstantial. But one thing I *do* believe is that if you’re a leader in an organization and feel like you’re surrounded by duds, then it really is worth exploring ways to unlock their potential. Sure, some people might just be a lost cause. But why just sit there resigned to the fact that you’re surrounded by scrubs without putting in the effort to turn them into superstars?
Thursday Nov 24, 2022
145. What is excellent leadership worth?
Thursday Nov 24, 2022
Thursday Nov 24, 2022
Or maybe the better question is "what *isn't* good leadership worth?"
SCRIPT
Way back in episode 54 I wondered about how we could possibly know how much to pay a CEO if we don’t know their compensation floor. In other words, if we don’t know how low a CEO’s pay can go before they will quit, or at least start to under-perform, then we are missing a critical variable to understanding the range of executive compensation that we have to work with. Well, there’s another equally important question: what is excellent leadership worth? Or maybe an even better question would be what ISN’T excellent leadership worth? Sure, senior executives – CEOs especially – tend to make an eye-watering amount of money. And obviously there are a tonne of philosophical, social, economic and moral questions that are important to examine in terms of whether extremely high compensation is good or bad for the world overall. But in the context of a specific organization, and taken in isolation from other intersecting factors, let’s ask the question: what ISN’T excellent leadership worth? Whether you’re a tiny, cash-starved local organization or a massive multinational, what wouldn’t you pay to get the *perfect* leader? Not that you should irrationally pay more than you need to, of course, but I meet organizations that are, in my opinion, unnecessarily anxious about paying too much for great leadership. In my experience, though, it’s a lot easier to find more money than it is to find an excellent leader, regardless of the organization.
Monday Nov 21, 2022
144. Is your boardROOM an impediment to good governance?
Monday Nov 21, 2022
Monday Nov 21, 2022
I'm kinda obsessed with re-thinking the layout of boardrooms. Here's why.
SCRIPT
If you’re super attentive, you might have noticed me referring a few times this season to the impact of boardroom layout on good governance. This episode is where I admit that I’m kinda OBSESSED with the idea of re-thinking boardrooms. You remember last episode when I said 1000% improvement can come from 1% change? I think this is a good example of where a small change can have a HUGE impact. Over the past few decades, you’ve probably noticed a whole bunch of experiments in workspace optimization. Cubicles, open concept, private offices, hoteling, space for play, remote work, and more. Smart managers are interested in exploring and better understanding how the work environment affects morale, productivity, culture, innovation, and ultimately organizational success. Absolutely *none* of that curiosity has broken through the impenetrable barrier of the boardroom door. But let’s be honest: why is your boardroom laid out the way it is? Other than it being the way every boardroom is laid out, that is. What is your current layout good for? How is it serving good governance? What other layouts might contribute to effective conditions for making decisions? What if a “typical” boardroom layout with a single oval or rectangle or square or circle or horseshoe with chairs around the outside and a screen at one end, etc., became illegal? What other options would you consider, and why?
Thursday Nov 17, 2022
143. So much about boards hasn’t changed
Thursday Nov 17, 2022
Thursday Nov 17, 2022
Despite the emergence of a sizeable corporate governance "industry," so much about boards hasn't changed at all.
SCRIPT
The main thing that’s evolved around corporate governance during my 20+ years in the space is that there’s now an “industry” around it. What I mean is that there’s a big system of people – including me – who have found ways to make money by hanging around in the orbit of corporate governance. Think of all the money boards and executives spend on consultants, technology, education, conferences, and more. Just about all of that industry is new in the past 20 years. And honestly, that’s all good to me. The thing is, though, that if we zoom out to a system level of corporate governance, there’s so much that *hasn’t* changed despite all that investment. If we took a cross section of organizations across the Western world, a typical board meeting still looks and feels 99% the same today as it did 20 years ago. The same rooms, the same agendas, the same presentations, the same results. Just with a bit more time spent consuming governance products and services in between. Yes, maybe we print fewer documents, and our vocabulary has evolved a bit. Maybe we ask slightly more provocative questions, and maybe the people around the table look a bit less male, pale, and stale. All that is sincerely wonderful. But it’s a bit amazing to me how much things haven’t changed. Maybe it’s because everything is optimized exactly the way it is. But I personally don’t believe that’s true. I think the biggest problem is that boards, managers, and the governance industry still lack the imagination and courage to break the gravity of the status quo and imagine what it would look like to be 1000% better tomorrow than we are today. And sometimes 1000% improvement can come from a 1% change.
Monday Nov 14, 2022
142. Can we PLEASE stop burdening boards with compliance obligations?
Monday Nov 14, 2022
Monday Nov 14, 2022
Compliance is important, but more emphasis on compliance means less emphasis on good governance.
SCRIPT
Earlier this season in episode 104 I confessed that the 20 years of work I did on board ratings was maybe not optimally spent. The heart of the problem is that I was one of many who were perpetuating a false equivalence between good governance and compliance, or in my case good governance and the disclosure of specific information in specific ways. Obviously, complying with rules and communicating truthfully and transparently with stakeholders matter a *lot* but they’re not at all the same as good governance. And what happens when people like me put pressure on boards and executives to invest their scarce time into compliance with external expectations that are unrelated to good governance is, well, good governance is less likely to happen. If you buy in, even a little, to my definition of good governance as the act of intentionally creating effective conditions for decision-making, then you already know what I’m talking about. A compliance-oriented agenda clearly doesn’t describe effective decision-making conditions. Honestly, the fact that real-world boards of large, sophisticated listed companies spent time worrying about the board ratings that I ran kinda feels embarrassing to me now. If there’s a message here it’s this: to all you regulators, institutional investors, activist investors, researchers, journalists, and anyone else who has the platform and wherewithal to compel directors to comply with more rules and expectations, before you open your mouth please ask yourself if that compliance is really in service of good governance.