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Episodes
Season 5 is live! New episodes every Monday and Thursday. This season, we’re exploring questions that directors need to *answer*. 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
Monday Jul 10, 2023
171. VHS or Betamax? (Condition #20: technology)
Monday Jul 10, 2023
Monday Jul 10, 2023
My friend Andrew recently told me about a platform called Zeck. Go to Zeck.app to check it out. The first sentence on their About Us page reads “Zeck is reimagining the way board decks, board prep, and board governance (the bane of all of our work experiences) are approached...which is to say #DeathToBoardDecks.” Also one of their founders is the actor Edward Norton (?) Anyway, I reached out to them right away to ask if I could interview someone and hear more about the story. I don’t know about board governance being the bane of anything if we think of it as just how boards make decisions, but other than that I love the idea of taking something everyone hates (like board decks) and trying something different and better. And if we’re being honest with each other here, the most significant technological improvement in boardrooms maybe ever was replacing piles of paper with ipads, and even that still has its skeptics. But there’s *so* much technology that has the potential to improve governance. A podcast is technology, and here you are using it. Could you deploy this podcast or any other one in service of good governance? Sure you could! How about AI? Definitely! Hell, I’ve been thinking about a governance-related game, and every time I have a new idea about it I run it by chatGPT to see if it will come up with something better. I mean, no knock on board management software, but we mainly just use it as a document repository. With all the amazing technology that we’ve integrated into every other part of our lives, it’s a pretty short step to finding ways integrate it into our decisions.
Thursday Jul 06, 2023
170. Sectional, loveseat or modular? (Condition #19: furniture)
Thursday Jul 06, 2023
Thursday Jul 06, 2023
If you missed the last episode, it was about room layouts. Take a minute or two and listen to it now if you haven’t yet. I’ll wait… OK, so now that we have room layouts and furniture on our minds, in an imaginary situation where it *is* possible to re-furnish your boardroom, what furniture would you want? I mean if you could choose literally anything. Maybe you really do want something modular. Something that could easily be shuffled into different configurations without disrupting the flow of the meeting. What about comfort? My better half, Dana, *hates* sitting in bar chairs at high top tables, for example. Super uncomfortable for her. I personally think cool looking furniture is awesome, like a really well-designed chair, but then I stop caring about the design entirely once I’m actually sitting in it, at which point all I care about is whether I’m comfortable or not. Other people get super energized by interior design even *after* they’re sitting in the chair. There’s a balance of function, form, and flexibility that might really matter here. Like, I bet you sit on different chairs and sofas in your home and office depending on what you’re doing – reading, chatting, watching TV, or whatever. Same with the tables or other surfaces you might use – different ones for different functions. And that’s the thing about board meetings: when we do them well, different types of things happen all at the same meeting ranging from consuming information, to lively discussion, to having lunch, to casting votes, etc. Maybe modular really *is* the way to go, although I’ve never seen it. If any of you listeners end up trying anything like that, please send me pictures! I’d really love to see what stuff you’re trying.
Monday Jul 03, 2023
169. Everything in its place (Condition #18: room layout)
Monday Jul 03, 2023
Monday Jul 03, 2023
Episode 144 last season was about boardroom layout. In that episode, I admitted that I’m obsessed with boardrooms. Specifically, I’m obsessed with the fact that they’re all laid out essentially the same for literally no reason other than that’s how boardrooms are laid out. If you’re at all convinced that your boardroom layout is an important condition for decision-making, then ask yourself: what favours is a conventional layout doing when it comes to generating inclusive dialogue in an efficient timeframe, or when it comes to stimulating the generation of interesting ideas and perspectives? The answer is likely “no favours at all!” So what’s stopping you from just changing the layout right away? Let’s be honest, it’s mostly the furniture, which we’ll talk about in more detail in a few episodes. The furniture issue is especially true if you’ve got one of those old school huge solid wood board tables and stately chairs. I mean, what are you supposed to do? Take an axe to it and break it up into smaller modular chunks? Hmm…modular chunks, you say? Anyway, getting new furniture isn’t the only way to get creative with the layout of the room. What other rooms or spaces in or near your organization might be more conducive to the type of dialogue we really want during board meetings? While we’re waiting to talk about furniture, maybe you could put a bit of imagination into what kinds of room layouts you find most engaging in different situations. Try not to only think about boardrooms or dining tables, but also hanging out in a living room or maybe a kindergarten classroom, or a party, or any other thing that might spark a different kind of vibe than what we’re used to in a conventional boardroom.
Thursday Jun 29, 2023
168. Don’t forget to layer (Condition #17: temperature)
Thursday Jun 29, 2023
Thursday Jun 29, 2023
We all know the trope about gender and temperature. Men like it cold, women like it hot. And, for the most part, we unsurprisingly set the temperature in workplaces so that men are happier than women. Layer in conventions about workplace attire, and we have yet another set of conditions that are hostile to women in the workplace (sorry for the layer pun). And this isn’t just about preferences. A 2019 study in PLoS One found that increasing the temperature in workspaces had a greater positive impact on the cognitive performance of women than it had a negative impact on men. In other words, temperature can kinda make us smarter. And it’s better overall if we set the temperature to where the women in the room are comfortable. It’s obviously not all about cognitive performance and equity. It’s also about people’s comfort, and temperature is clearly one of those conditions that can’t be optimized for everyone simultaneously. I mean I might be weird, but sometimes being in a room or car that’s heated beyond my comfort level makes me feel nauseous within a couple of minutes, although I *love* exercising outdoors on super hot days. Anyway, this isn’t about me. It’s about the fact that temperature affects people’s ability to use their brains good, it affects their moods, it affects their physical comfort, it affects their wardrobe planning. And so, it affects your board effectiveness because it’s a condition that changes the way people engage. Ignore it at your peril.
Monday Jun 26, 2023
167. Set the mood (Condition #16: lighting)
Monday Jun 26, 2023
Monday Jun 26, 2023
Have you ever heard someone say that stores set up specific types and intensity of lighting to get people to buy more stuff? Well, as much as that may *sound* like an urban legend, it’s not just true – it’s super true. Sorry, what I mean is that it’s true that stores are intentional about their lighting, but not just that there’s a specific type of light that makes people buy more, end of story. It turns out, according to a study from Nanyang Technological University and Northwestern University that you can use brighter light to make people want to buy stuff for practical reasons and dim light to make people want to buy stuff for pleasure. Seriously! A study by Cornell University found that diners are more likely to buy healthy food in well-lit restaurants. There are studies showing how lighting affects worker productivity in different types of workspaces. Lighting affects us! It makes us feel and behave in different ways. I’m no expert on lighting and don’t know exactly how to use lighting to achieve different objectives in the boardroom. I don’t know how to set the mood for a conversation where you’re dreaming about the future vs. a thorough review of financial statements. What I do know is that it matters. If you don’t have the resources to track down an expert to help you, maybe just try some stuff. What’s the worst that could happen?
Thursday Jun 22, 2023
166. OK, maybe *do* just go with the flow (Condition #15: flexibility)
Thursday Jun 22, 2023
Thursday Jun 22, 2023
Yes, yes, I know it was only two episodes ago that I went on about being intentional about the cadence of decision-making. And I stand by it! Mostly. You see, being intentional isn’t the same as choosing a path and stubbornly sticking to it. Best laid plans blah blah. But here’s the thing: unexpected stuff happens! Yes you have laws and regulations and policies to follow (more on that later in the season) but those really only affect a little bit of the work of good governance. Here’s a trivial example: Your hip-hop technology company has 15 minutes allocated on the agenda for a discussion of the best albums of 2022. The board mostly agrees that Cheat Codes by Black Thought and Danger Mouse is a great album and deserves to be in the top 5 – maybe even #1. But a debate about whether Danger Mouse’s production style is brilliant, moody and lush or vaguely monotonous and bland leads to an idea for a potential new beatmaking interface – something earth shattering. And then the board chair interrupts, saying “OK time’s up! Let’s review this quarter’s strategic milestones.” It’s true that we agreed to a 15 minute discussion, and that we have lots of other work to do, and that the board’s oversight of strategy is an important part of their job. But let’s be real: who could fault you for just kinda saying “forget the agenda!” and diving into an idea that might revolutionize your company? Not the regulators. Not your General Counsel. Not anyone.
Monday Jun 19, 2023
165. Cinderella at midnight (Condition #14: scheduling)
Monday Jun 19, 2023
Monday Jun 19, 2023
If we made a ranking of the governance conditions that were both easy to improve and super resistant to change, meeting scheduling would be pretty close to the top. It’s also one of those conditions where we kinda look for the compromise that nobody is happy with but everyone can sorta live with instead of trying different things every once in a while that might be AWESOME for some people, even if they might be a little bit worse for others – as long as those others get the chance for something awesome in the future. Here’s what I mean, maybe we hold half-day board meetings on Thursday afternoons because half the board is retired and goes to the cottage for Friday-to-Sunday long weekends, while the other half works full-time and Thursdays are the next best day to take off other than Fridays, when the rest of the board is on their dock with a glass of sangria. Nobody is happy with this arrangement – either because they hit the road late for the cottage or because they miss a half day of valuable work time. Or worse, what about all the people we’re eliminating from eligibility for our board in the first place because they can’t get off work at all, or can’t afford child care? For many boards, we just live with these compromises because they kinda work and they feel fair. But do they work as well as alternating Thursday mornings and Saturday mornings? Do they work as well as back-to-back Tuesday and Wednesday evenings? Do they work as well as offering a child care stipend? Not to mention that at some times of the day, certain people just turn into metaphorical pumpkins. If you’ve noticed the occasional director seeming to doze off or lose focus, scheduling is a good place to start looking for a remedy.
Thursday Jun 15, 2023
164. Don’t ever go with the flow. Be the flow. (Condition #13: cadence)
Thursday Jun 15, 2023
Thursday Jun 15, 2023
You know when you’re learning something new like a sport or a musical instrument or a language or game or whatever? Sometimes it just clicks right away for some reason and you’re like “UGGGGH can we please just move faster! I’m ready!” But then sometimes it feels more like “wait, stop, stop, stop…WHAT IS HAPPENING? I’m really not getting this. I need to slow down.” And if you’re learning in a group, usually there’s at least one person at either end of that spectrum, both of which are pretty frustrated. That’s how it feels sometimes to make decisions in groups. Especially if we’re not intentional and clear in advance about the proposed cadence. Imagine you’re a CEO who’s spent the past six months eating, sleeping, breathing, digesting all of the elements of a potential new path. You walk into a boardroom expecting the board to sit back, listen attentively, smile broadly, vote unanimously in favour of your proposal, and give you a standing ovation. But it doesn’t go as planned. A board member has a question. Maybe it’s a question that you’ve already considered a million times and feel a bit frustrated that the directors don’t just trust that you’ve thought about it. Maybe five directors have questions just like that one. Maybe you’re starting to get really frustrated. Maybe the meeting ends and you look for a governance consultant online and say to them “my board is SOOOO annoying! They’re always diving into the weeds and make everything so slow!” And maybe that governance consultant will say to you, “let’s imagine ourselves in the board’s position. How might you have involved them earlier and more often to bring them on the journey with you?” Cadence matters. There may not be a perfect balance, but being intentional gets you most of the way there.
Wednesday Jun 14, 2023
Ground-Up Governance Definition #7 - Company
Wednesday Jun 14, 2023
Wednesday Jun 14, 2023
Every Wednesday, OMG will share an audio version of a definition from the Ground-Up Governance platform.
Monday Jun 12, 2023
163. Fool me once (Condition #12: trust)
Monday Jun 12, 2023
Monday Jun 12, 2023
OK I know this sounds kinda dumb but I Googled “trust definition” before writing this script. So here’s my class presentation on trust. Oxford Dictionary defines trust as a “firm belief in the reliability, truth, ability, or strength of someone or something.” In other words, it’s like the opposite of doubt. And one of the things I like about that definition is that we can imagine ourselves trusting someone’s reliability or ability, but doubting the truth of something they say. The fact that someone says something that doesn’t seem entirely believable to us doesn’t mean we lose faith in their character. And each of these intersecting qualities of trust exist basically everywhere in organizations, maybe even more so in boardrooms. Like, directors need to verify the accuracy of information that management brings to them – this is why boards often hire their own auditors and lawyers. Verification is one thing. But if we don’t *trust* management to bring us the truth, we have a whole nother problem. If we don’t have a firm belief in the reliability or ability of the directors around us, that’s an equally big problem. So, obviously, trust is an important input into decision-making. But one of the most common errors that I see in boardrooms and beyond is the assumption that if I don’t trust you, it’s a YOU problem. As in, I have no influence over the conditions that affect whether I trust you or not, or whether we collectively trust each other. Frankly, that’s a load of BS. If, for example, there’s a pattern of behaviour that’s affecting your trust level, what are the steps YOU can take to influence that pattern, respectfully?
Thursday Jun 08, 2023
162. Agreeing to disagree (Condition #11: Conflict)
Thursday Jun 08, 2023
Thursday Jun 08, 2023
Building on the previous episode, a close cousin of psychological safety is conflict. One of the most obvious symptoms of a lack of psychological safety in a boardroom is a complete lack of conflict. Conflict doesn’t have to be toxic or personal. It can arise naturally and constructively from disagreement. Disagreement is pretty normal in an environment – like a boardroom – where there are complex decisions at hand with multiple viable paths to explore. If we all agree on a path right off the bat, then one of two things is happening: a bad kind of group think where it doesn’t occur to us to question each other and ourselves, or people feel unsafe expressing their doubts and concerns. I sometimes meet boards that can’t remember the last time they had any disagreement or conflict around a decision. That might sound like paradise to some CEOs out there, but to me it sounds like a place where effective decision-making goes to die. Conflict can be awful and scary – especially the bad kind of conflict where someone is being deliberately attacked. There’s no place for that in any decision-making environment. But conflict can also be inspiring, like the type of disagreements where we all sincerely want to understand multiple perspectives, especially the ones that run counter to our own beliefs. There may be some tension, but we can deal with it gracefully because we’re all fundamentally there for the same reason: to make the best decisions we can for the organization and its stakeholders.
Wednesday Jun 07, 2023
Ground-Up Governance Definition #6 - Business
Wednesday Jun 07, 2023
Wednesday Jun 07, 2023
Every Wednesday, OMG will share an audio version of a definition from the Ground-Up Governance platform.
Monday Jun 05, 2023
Monday Jun 05, 2023
There’s a strange thing happening in some boardrooms I’ve encountered over the past few years. The first part of the strange thing is a positive: they’re talking about the importance of psychological safety. In general, I think of psychological safety as a set of conditions where everyone in a group or system feels like they can express what they think or how they feel without fear of being punished in some way. So yeah, no matter how old school you are, I bet you completely agree that psychological safety is important in boardrooms. The second part of the strange thing is not so positive. It seems that some people have misinterpreted psychological safety to mean that they are entitled to feel comfortable all the time. In other words, if someone in the room says something that makes these people feel uncomfortable, they complain that the conditions are not psychologically safe. I get it: feeling uncomfortable can be…well, really uncomfortable. But insisting that you must feel comfortable ALL the time is basically another way of saying “I should be allowed to say anything I want, but you can only say things that make me feel good.” That’s the thing about conditions that make people feel safe expressing themselves. It’s basically inviting discomfort into the room and making an agreement that we’ll deal with that discomfort together, respectfully, thoughtfully, patiently, and in good faith. It may not be perfect, but it’s *so* much better than the alternative.
Thursday Jun 01, 2023
160. Express yourself (Condition #9: personal style)
Thursday Jun 01, 2023
Thursday Jun 01, 2023
Before sitting down to start writing the scripts for this season, I wrote a list of the conditions I wanted to cover. Clearly, personal style is a condition that matters when we’re making decisions, but that doesn’t mean I really know how to define it. It’s not the same as personality, exactly. Or is it? It’s also obviously not about fashion sense, but maybe fashion sense is a *result* of our personal style? Maybe what I mean by style is the intentional expression of personality. Like if personality is someone’s intrinsic character, then style is how they choose to express it. It might be a feature of someone’s personality, for example, to feel confident expressing their feelings and opinions. The style in which they choose to do so might be through humour or sincerity or song or a combination of the above or something completely different. Some people may dress a certain way to express elements of their personality, and others might prefer more subtle signals. In any case, a boardroom is a room full of people, each with their own style. It can be a place where some people feel safe expressing their style, while others don’t. It can be a place where we encourage styles that are inclusive, or fail to discourage styles that are toxic. It can be a place of inspiration, or a place of convention. When you walk into the room, how will you choose to express the features of your personality? How interested are you in how that choice might affect the others in the room? If the answer is “not really interested at all,” then you might want to review our working definition of good governance.
Wednesday May 31, 2023
Ground-Up Governance Definition #5 - Duty
Wednesday May 31, 2023
Wednesday May 31, 2023
Every Wednesday, OMG will share an audio version of a definition from the Ground-Up Governance platform.