On Boards Podcast

After a fascinating career at Goldman Sachs, Lisa Shalett "retired" in 2015 - and two years later started what has become Extraordinary Women on Boards, EWOB, a peer-to-peer community of hundreds of women directors from the US and around the world, focused on advancing board excellence, modernizing governance and increasing board diversity.

In this episode Lisa talks about how Extraordinary Women on Boards started, how its membership exploded and how it has become an extraordinary force in advancing diversity and excellence on boards.

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Links

Extraordinary Women on Boards (ewobnetwork.com)

Lisa Shalett LinkedIn

Quotes

When I look back on my somewhat eclectic career, twenty years of which were at Goldman Sachs, there were a lot of things that I did that ended up preparing me for what has become Extraordinary Women on Boards…it's funny how my background danced in and out of risk-related topics and content-related topics and suddenly here I am spending a lot of time on those issues.

How Extraordinary Women on Boards came about

Extraordinary Women on Boards was unplanned, and after a career of paying attention to pain points and wish lists and identifying opportunities that largely comes from covering really important and smart clients, I found myself in a situation where having "left the building," so to speak, wandering the streets of New York, I was meeting a number of women who were at the same life stage that I was then at: having stepped away from an accomplished career and trying to put together, I think what we call portfolio careers or portfolio lives.

I was very lucky to, quite unintentionally, end up on two boards, a public and a VC-backed board, and the women that I was meeting were also starting to serve on boards as part of their portfolios, and I found it quite amusing that the most interesting thing that these women would relate to in my background was that we were all on boards and we were all starting our board careers.

That led to 15 coffees in a row on the topic of boards, and in particular, a few needs and pain points that just kept emerging that led me to believe that I should bring this group of women who were all board directors together to meet each other.

What I was hearing during was as follows; number one, women board directors wanted to meet more women who were already on boards. Often they were the only woman on their board at that time. That was in 2016, not that long ago, and the first meeting of what became Extraordinary Women on Boards, even though intended as a one-off event was in the beginning of 2017.

These women wanted to talk about their board work. It's not enough to have to claw your way into the board room, you want to be excellent in the boardroom. You want your board to be excellent. And there was something so inspiring about women who wanted to talk with other women board directors in order to just crush it in the boardroom.

One of the other things that I was hearing was that despite there being many excellent forums, there was often a situation in which women felt talked over. There's been a lot of research about how that sometimes can happen, no offense to men, but sometimes that happens, and therefore these forums weren't really allowing a dialogue in the way that these women wanted.

Impact of the Pandemic

When the pandemic hit, and anyone in this audience serving on any kind of board and certainly I'm sure the two of you remember vividly, it became a serious firehose experience. There was chaos. Boards were meeting 24/7. There were risks that folks were aware of, but that suddenly were all happening at the same time, and no one had really thought about the convergence of all those risks. And then there were completely new risks and issues on the table that no one had ever really discussed before, and so there was a tremendous need to get together and have discussions and really curate those discussions.

I remember one of the things from those days was there was suddenly so much information available. Your board was meeting all the time. You wanted to stay on top of everything. You only had kind of a tunnel vision of what your board was focused on, so it seemed like a compelling opportunity to bring people together, to compare notes, to get a horizontal view, and focus on all of these new risks.

It's funny, I've sat in the same room, for now it feels like two years, and met through Zoom hundreds of truly extraordinary women, and we all would get together and have fantastic discussions. The goal was to leave the Zoom even smarter, go back to your boards and be even more influential, bring really good insights and figure out what the emerging best practices were going to be.

What Extraordinary Women on Boards Offers

We offer educational sessions that are really interactive, engaging Zoom sessions on important topics for board directors, and they're not topics that are discussed everywhere in the same way. We really try to come up with an interesting angle, always yielding, per my Goldman training, "actionable insights," and what are the questions that you can bring back to your boardroom.

We also curate a newsletter every week, which really scans the environment quite eclectically for articles that ought to be relevant for board directors and why. We have meet-and-greets so that people can still meet each other in Zoom, and we came up with a great format.

We also try to find our members board opportunities because one of the pain points that we've heard emerge is that, despite what you're told- which is once you get on your first board, it's easy to get on subsequent boards - that is just not true. We love when people looking for diverse candidates reach out to tap our community of experienced directors.

Creating an environment to really learn

I mean, my gosh, you've had a successful career, but sometimes in the context of board work, especially if you're new to boards, there are some super basic questions. You shouldn't feel embarrassed to ask those questions. Everybody has those questions. And so creating an environment where there's immediate respect, you feel included, you feel welcomed, and there's an assumption that we're all going to learn from each other, I think that's what helps the magic to happen.

One of the things that happens with Extraordinary Women on Boards is that we feel as if there are these really smart questions that need to be asked. There's new information or best practices in this world of emerging best practices that the boardrooms need to hear. You can then go back to your boardroom and feel confident that you've got an insight that maybe the rest of the board might not have.

Big Ideas/Thoughts

I often think there's so much effort put into finding a board director and not enough effort put into onboarding, as you mentioned. There needs to be much more intentionality around that because that's going to make or break the success of that board director. And especially when they're diverse, you want them to be successful, but to make someone feel like an only and just say, "Great, here's your seat," is not enough. Boards have cultures, and it's so interesting to think about the dynamics in the room -- so how are you setting the board up for success by bringing on any new member? It's incredibly important.

It's so interesting because when someone joins a board as a new board director they might be a very experienced board member on other boards, but they have joined a new board and there's this weird dance that happens where someone doesn't want to be so presumptuous as to immediately start asking questions, even though they might be incredibly thoughtful. There's a whole "beginner's mind" thing that you don't want to ruin the newness of somebody's observations. You want to solicit it. So few times do boards solicit that from new board directors, "What are your impressions? How do you think about that?" There's such an opportunity for feedback that's missed - what a waste!

Bob Rosenfield was the CEO of the second largest company in the $4 billion US auto glass repair replacement and claims services market, and during that time he learned that "it isn't as hard as you think to do the right thing and doing the right thing can be very good for business if you do it right."

He has since founded and is managing director of Cape Vista Capital, a family office investment entity focused on renewable energy, sustainability and broadening the availability of housing, healthcare, and a healthy food supply chain. The goal: to realize excellent returns on investment and to use the leverage of Cape Vista's investments to change the shape the environmental issues that we have created.

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Links

The Energy Switch

Global Impact Investing Network.

Global Impact Investing Principles

Cape Vista Capital

Quotes

Capitalism messed this up, capitalism can fix it.

My first experience with impact investing (while a CEO in the auto glass industry) was a tremendous learning experience in two ways: number one, it isn't as hard as you think to do the right thing, and number two, doing the right thing can be very good for business if you do it right.

What we see now are vast billions of capital being deployed in an effort to fix problems created by the prior model, which considered all this stuff in externality.

Our public equity investments are really segment investments in renewable energy, for the most part, in companies that we think have been and will continue to be more committed to going from fossil fuel energy generation to renewable sources. It's kind of that simple in the public equity space.

We have found that companies that are engaged in combating climate change are finding the cost of capital in issuing private bonds to be desirable for 5% and we've made several investments in solar and other combating climate change items or initiatives that help us generate a solid present income and yield.

Big Ideas/Thoughts

Bob Some people are still going to believe they could get better than market returns in non-impact, so I think we still need to label it as such, but least in my opinion regular impact investing and non-impact investing are truly converging. Companies that do not pay attention to what were previously called "externalities" will be outcompeted in the marketplace, so in that way, it's fundamentally capitalist driven.

Raza I think, as you have said earlier, the externalities are realities, and I hope that the two worlds keep converging and I think that you're rightly pointing out that that's the fix of the capitalism, that capitalism actually needs to do.

Joe The "holy grail" is to be able to do the best thing for the economy, for the environment - for whatever area in which you're involved - and also have it be good for your business, because the financial incentive is going to drive people to do "the right thing."

Engine No. 1

The whole Engine No. 1 issue is: "ExxonMobil might be paying a 9 or 10% yield now, but if I hold this stock for 30 years, as opposed to another energy company that is paying attention to the future and doing better things, I'm better off with an investment elsewhere."

There are three things that Engine No. 1 did. First, in general point out that having a carbon-based, fossil fuel-based strategy might just be a losing strategy as an economic argument. But they did two other things to sort of turn that viewpoint into action, and I thought they were really valuable and important lessons in both.

They engaged with the Wall Street analyst community because there were institutional investors in there that couldn't decide, do I go left, or do I go right? They helped quantify in the financial analyst community, how do you run the numbers? I mean, every securities firm that has an analyst that follows a company is going to do a 5-year projection or 10-year projection, discount it back, the stocks are undervalued the stocks are overvalued, so they engaged with the analyst in the meantime and pushed them, "What are you doing with these numbers? How could you project that up? That's not likely. Here's why."

They also partnered with another firm, and the business proposition of their partner basically says: "Come to our website, and instead of giving us 100 bucks to support the cause of environmentalism, spend a $100 to buy a share of ExxonMobil and let us vote this year for you." It's democratizing the voice of stockholder constituency. I thought that was really, really, really smart tactics.

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Episode Description

Joe Hurd is a public and non-profit board director and early-stage investor. As an operating executive, Joe is the Operating Partner at SOSV, LLC, a $1B early-stage venture fund, where he leads strategy and business development efforts for the fund's life sciences, deep tech hardware and mobile portfolio companies. In this episode, we talk about how technology is impacting every business and differences between US and UK boards

Quotes

My role as an operating partner of SOSV is to work on an ongoing basis with six or eight of our top portfolio CEOs. I tend to focus building on my 20 years of experience in digital media, on strategy, corporate development, business development, sales, and helping them penetrate the market. We want entrepreneurs that will make the world better.

"Deep tech" is a phrase that's come into vogue over the last three or four years, and the focus is on technology companies that combine three things. The first is, for our purposes, hardware manufacturing, something tangible, something that you make, something that requires engineering and engineering skills, and then there is software. And, most importantly, mission and purpose -these are companies that are solving problems where it may not be clear for another 3, 5, 7, 10 years, whether you're actually on the right path.

UK PUBLIC COMPANY BOARD vs US

When you're a director of a UK public company, you need to think about all of the stakeholders of that company, not just the investors, but the employees, the suppliers, society as a whole. I had to really take a step back and put my legal hat on for a minute and really understand what the fiduciary duties of a director are and work the interests of all the stakeholders into my decision process when I was in boardroom conversations.

The first and the biggest difference between the US and UK is when you look at how governance is approached in the United States, it tends to be, as I alluded to earlier, shareholder first. You have fiduciary duty as a director to the corporation, the shareholders, sometimes the creditors.

In the UK, it's much broader. It's more of a stakeholder-first approach where you're looking at, not just the investors in the company, the shareholders, but also the employees, the suppliers, the customers and society as a whole. The UK corporate governance code actually enshrines this in law and regulation where it is a very broad principles-based approach to governance as opposed to a very specific rules-based approach that you get in the United States.

It's hard to say whether the UK is better or not better, but it seems to me if the law has codified the need to take into account all stakeholders. If the law has mandated certain kinds of diversity, gender and/or racial, I would say that is better. I don't think it is just reflecting what your cultural background is. It would seem to me that that is better because it forces those companies to move in a direction that is likely to make them stronger, is likely to make them more responsive to their stakeholders - and that is a very good thing from a capital point of view at the end of the day

Employees Voice in UK

In the UK, they have said that directors and boards of directors have an affirmative obligation to reach out to the employees and bring the employees' voice into the boardroom, whether they nominate a director to be the workforce net designate or even bring employees on the board in some cases. The code says that either one of your directors needs to be explicitly designated as the director that interfaces with the workforce or, if you want to take another model, you can bring employees onto the board and bring the employee voice in in that way.

Compensation for UK companies

Part of the corporate governance code required that directors of UK companies are paid a salary. There is no equity component to the compensation and that is in keeping with the independent maximum, that you're not running the company for the benefit of the shareholders only. There's nothing stopping me as a director from purchasing shares, provided that you adhere to the relevant purchase windows. So, that's a pretty big difference between US and UK boards.

Big Ideas/Thoughts

When I say: "every company's a technology company," what I mean is that over the last 20 years technology has become so pervasive as to how companies operate that even if you're involved in a non-tech sector, you still need to integrate, rely on and be mindful of companies that have more of a tech-focused approach than your company.

Whether it's brick or mortar retail, travel or leisure, or oil and gas, companies are now realizing that technology is integral to all parts of their business: how they measure the business, how they measure productivity, how their competitors are able to scale and acquire customers, how they are using HR to bring benefits to the companies - technology is a factor in virtually every facet of their business.

Rob and Josh are each co-founders of BanyanGlobal Family Business Advisors which advises family owners on business, finance, ownership, philanthropy, and a wide range of other issues. They are each leaders in the field of family-owned business. They recently co-authored the Harvard Business School publication: "Family Business Handbook: How to Build and Sustain a Successful, Enduring Enterprise."

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Links

Why the 21st Century Will Belong To Family Businesses

Build a Family Business that Lasts

Order the HBR Family Business Handbook

Quotes

Family Business Myths/Facts

Myth: Family businesses don't really matter.

Fact: "About 90% of all businesses in the United States are family owned and they account for about 50% of all employment."

Myth: Family businesses don't last, after three generations, they're doomed to fail.

Fact: "Family businesses last longer on average than other forms of ownership. Some of the longest lasting and most successful businesses in the world are family businesses. Why don't Americans know that?"

Joe: Josh, why do you think that the myth that family businesses are less successful, that they never get beyond the third generation, why does that persist?

Josh: It's a great scare tactic, I think you keep hearing it is because people want to tell you, "You're doomed to fail and therefore you need my help to be able to overcome it."

Myth: Family businesses are rife with conflicts - family members are fighting and suing each other and just can't possibly get along

Fact: "Most family businesses struggle not from having too much conflict, but from too little conflict, because it's really hard to raise some of these issues about fairness and compensation and all the things that come in as being part of a family business."

Rob: It's strange, but the celebrity or the business celebrities, when I went to business school, Jack Welch, and he was making a brand for himself. Now, it's Bill Gates or Mark Zuckerberg at Facebook or Elon Musk at Tesla. They seek the publicity. I would say most all of the family business that we know the owners, they shy away from publicity. They don't want to be the face of their family business. They actually know the downside that can come with that.

Josh: Most family businesses are private companies and the word "private" is there for a reason, that they don't want to be public. They see advantages in being below the radar. I was visiting a family business recently in a state out west and I drive up to the headquarters and I was like, "That can't be it. We must have the address wrong. That can't possibly be the headquarters of a billion dollar company." And of course, it was.

"One of the amazing things about family businesses is that they can break the rules in a way and practice business in a way that is fundamentally different than other companies."

"Family business owners can, if they choose, own it for their whole lifetime and maybe set it up for their next generation. It's the difference between maybe renting an apartment or even being in an Airbnb overnight - you're day trading versus owning a home that you're hoping to bequeath to your children."

Unlike other companies, family businesses actually talk about longevity. How often do you hear companies outside of the world of family businesses talking about how many generations do you last? Do we put like a second or third generation as if that's just a low number, but then you have to multiply it by 20 or 30 years and you realize that a third-generation family business has probably been around for a hundred years.

Josh: People say: "Oh, most family businesses don't make it for a hundred years and therefore they're doomed to fail." I'm like, "No, no, most businesses last for under a year, maybe five years."

Joe: Their success is actually used as a way of talking about their failure when it's not really a failure at all.

What we find in family businesses is that core decisions are really made at the owner level in family businesses, not like publicly-traded companies. If you don't like what's going on at GM, you sell GM and you're out and it wasn't really hard to sell. With a family business you're in. So, you're going to work really hard to make the owner decisions the right decisions.

The rights that come with that ownership are profound, the ability to influence the company in ways that are positive and negative are fundamental and learning how to effectively step into that role as owners is essence of the work that we do and the essence of the book that we set out to write.

If you're working in a family business or if you're on the board of a family business and you don't understand the owner strategy, like what trade-offs they're making, you're going to be very surprised by the decisions that are coming your way.

Leadership Transition

If you've been in this position of leading a family business for decades, maybe your entire adult life, you're not just going to quit that and play golf. In most cases, you need some place to land, some place to go to…. to give that up, it's super scary. It's psychologically very challenging for some people.

Joe: One of the things we talked about earlier … for the person that's been running the family business it is not just a job. It is his or her identity because they're really living their job. I think that provides a perspective of why it's so hard to let go.

Rob: That's a great point. It is their narrative and maybe it's been their narrative since they were five years old, is that they wanted to be the controlling owner or CEO of their family business, and their narrative probably never got to that final few chapters about how they're going to relinquish control over time.

Some do it, and some do it with such aplomb, it's really quite amazing. We're trying to learn from those people about what it is that gets them to the other side of that transition.

Getting to the next generation, the hardest thing often is the current generation! It's like letting go of the reins and really talking. We have some clients who it's fairly easy for, but they're the exception.

"One of the hardest things to get right in a family business is family employment. One of the things that causes the most conflict in a family businesses is who gets a job, who gets paid how much, who gets promoted, who gets the CEO spot. And it's really hard to navigate those issues."

"Once your (family) business gets to a certain size, the value you get from the right independent directors is almost always going to be worth the time and investment that you make into them."

Big Ideas/Thoughts

The kinds of things that family businesses are able to do in terms of investing in their employees, investing in their communities that they believe and see paying off in their company, they would never be able to do them if they had to focus on quarterly earnings.

It's so interesting, when CFOs come into family businesses from public companies or from private equity, they have to be retrained, just retrained about what the priorities of the family owners are.

Managing Expectations

Another one of the things that people say about family businesses is that families grow faster than businesses, so therefore a family business is doomed to fail because at some point the size of the family will outstrip the ability of the business to support it. That's where expectations come into play because that's a choice. Should family members actually expect to live off the business or do you expect them to find other ways and treat the dividends they get as a nice bonus to buy something, to buy a new car, or maybe if it's a great year, to get a new house, but not to treat it as sort of like the foundation of the family living on.

The Wall Street Journal is a great example of expectation driving decisions. The family (that owned the WSJ) lived off of a very profitable business, a growing family over time. And then as the digital age came in and disrupted newspapers, it was no longer as profitable anymore. And so the family was in a position where they either had to drastically cut their lifestyle or drastically cut the reinvestment in the business, putting them almost in a no-win position that Rupert Murdoch took advantage of and made an offer that they really felt like they didn't have a choice, but to accept.

Dividend policy and debt are two of the things that families have to grapple with, and that often leads to their demise.

Regarding debt: You go to business school, and they'd say, "Oh, look at all of the great benefits of leverage. You can get a much higher return on equity. Interest payments are tax deductible." So, you come out of business school saying, "Lever up, baby." and there are also these LBOs going on.

You go into the world of family business, and it's so, so different. Many of our large clients effectively have zero debt. And in fact, we had one client, it was in the agricultural business, and they had zero debt and they had two full years of operating expenses on their balance sheet. And we're like, "This is not what we learned at business school."

Family Business Goals

From an ownership perspective, there are three main things you might want. You could want to grow the value of the business - let's go from a million to ten million to a billion and so on. You might want to do that just because you want to be richer, or maybe you want to influence the world and you see your business as a platform to do that.

The second thing you might want as an owner is liquidity, and here we mean taking money out of the business. So, you might want to do that because you want to lead a nice lifestyle, or you want to give it away to charity. Or you want to have something that is yours and not belonging to your entire family.

And the third thing you might want is control, and control is sort of like you have it until you give it up. So, if you take on an equity partner, you are giving up some level of control. If you take on outside debt, you're giving up control because now someone else is in the room with you and has some influence over your decisions.

The most common path to building a successful family business is the mixture of growth and control. If you look at the largest family businesses in the world, most of them have been built in exactly the same way, which is that they make a dollar, and they reinvest 99 cents. They give themselves enough money to pay the bills and they put 99 cents right back into the business. They do that over and over and over again until they've built something very significant.

The growth and control is at the expense of liquidity.

Owners Room/Importance of Owner Decisions

In family businesses on top of the boardroom sits the "owner room" and here there are very few decisions, but this is about the longevity of the firm. What's being traded in this room isn't the competency that's traded in a management room or the wisdom in a boardroom. It's actually power and influence. It's the power that if 51% of the voting shareholders do it this way, that's where it's going to go. But it's also the influence that if you stick it to your sister and she goes to her dad, oh, it may come back to haunt you somewhere else.

So what part of what we say is the owner room needs to have both the vote, the 51% we talked about, but really important to have the voice. Sometimes it's okay to be out voted if you had a voice in the matter and people have taken seriously what you have to say.

Marcus Peacock is the Chief Operating Officer of the Business Roundtable, an association of Chief Executive Officers of America's leading companies. In this episode we discuss the Business Roundtable, its highly publicized Statement of Corporate Purpose (August 2019) and what it's like to administer the BRT board of directors, composed of more than 20 CEOs of large US companies.

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Links

Marcus Peacock bio

Link to Statement pf Corporate Purpose

Link to BRT website

Quotes

The purpose of the Business Roundtable is to promote policies that will result in a growing and thriving economy for everybody in the United States. We ar e made up of the CEOs of large US companies. So, if you think of a large US company, their CEO is probably a member.

The CEOs are the members – not their companies - and we help them develop and formulate policies that we think will meet the mission of the organization, and then we help them advocate those policies at the federal level - with the administration or on Capitol Hill.

The BRT is an issues organization, not a partisan one. We don't give campaign money. We don't have a PAC, but there are issues that our members care a lot about that, we think, if our policies are adopted, it'll help the economy grow and people find jobs and help out the general welfare.

Big Ideas/Thoughts

The BRT Statement of Corporate Purpose (8.8.19)

See full text below and here.

Just so people know, it states that a company, and particularly the CEO of the company, has a commitment not only to the shareholders of that company, but to the customers, the employees, the suppliers, and the communities in which that company works. Of course, there's more detail in the statement.

In 2018, some of our members were receiving criticism from both the left and the right of the political spectrum based on a stereotype of businesses where it's all about maximizing short-term value, even if that hurt suppliers or communities or employees, and they felt "that's not the way we do business" and "we need to do something more than just push back when we see these people making these assertions."

The statement sets a standard that is very much about long-term value, and I think some of the criticism we received may miss that point. You're not going to have, in the long-term, a thriving organization that doesn't treat its customers, employers, suppliers, and communities well. All those things are necessary.

Criticism of the Statement from the Wall Street Journal

JA: I wanted to ask about criticism that you've got from the Wall Street Journal and the pushback that you've received.

MP: They were saying, "No, this is about your shareholders. They are the people who are taking the risk. They're putting the investment in. This isn't about these other stakeholders who may have completely different objective functions."

And our response to the Wall Street Journal is "well, so you're against the long-term. You make commitments to these other stakeholders because you're trying to build this long-term value. If you're not interested in long-term value, then, yeah, go ahead and screw your suppliers, you get out of them what you can today, but pretty much from now on, they may be broken down and gone. That's a good way to get short-term value, it's not a good way to build up a company for the long term."

Momentum Behind Change in Corporate Perspective

JA: I believe some of the momentum is driven because institutional investors who look at the failure to focus on the long term as a risk, and as long as there's that risk, that creates a problem for the company.

MP: It does mean that, particularly for a signatory, people should be able to go to them and go, "How are you implementing [this]? How are you living up to the words that you signed on to?" And the fact is, they are.

Impact of Statement on BRT

Some CEOs who had not been members in the past have now come to us since the statement was put out and said, "We would like to join BRT." In some cases, I know the statement made a difference.

And some of the increased interest in BRT comes directly from actions our members took during the pandemic and also in the wake of George Floyd's murder. Our members have taken actions which people see demonstrate that they're living by the words that they'd signed on to.

Managing a Board of 20 Top CEOs

JA: I'd like to talk about your role as COO - one of your jobs is to manage the BRT board. Managing a board is always a challenging job but managing a board of 20-plus CEOs of the biggest companies in the US must be, let's say, particularly interesting. Tell us what that's like.

MP: Well, I've learned more from them than they learned from me. But for me, because they know what they're doing, in some ways it's somewhat easy, although their expectations are high.

The biggest job for me is to make sure that every minute of their time related to the board of directors is something that is of value to them - - including allowing them time to talk to each other, in a social way, which is something they do value because they don't often get to hang out with each other

Also, to make sure they're not dealing with anything that's too trivial, and that they're given the information that they need so they can have an informed discussion and come to a decision that's going to be right for them.

JA: Well, I think that's the perfect confluence of all the things that you want for great governance: a group of people who are really good at what they do, who have high expectations, who want to use their time well, and from what you're telling us, willing to work hard at the job. They're not just showing up and show me a PowerPoint, they're really digging in and asking tough questions.

Every board, that's the challenge. You have high expectations for the board, but that means that whoever's organizing it - the chair, senior management, whoever, really needs to give a lot of thought to how are we going to take best advantage of this very valuable time of our board members.

Girl Scouts National Board of Directors

I have two daughters, they were girl scouts. My wife was their troop leader. My wife was a gold award girl scout. Her mother was there, too. I was a volunteer. It's just a great organization. They have a great mission. Their mission is to build girls of courage, confidence, and character to make the world a better place. I mean, how can you beat that? I feel privileged to be on that board.

I think that they have done a tremendous job. I'm forgetting the exact number, but I did read that a very large percentage of the women fortune 1000 CEOs were girl scouts at one point in their lives and in fact, a significant number of the members of Congress and senators who are women were girl scouts.

Maria Castañón Moats is the leader of PwC's Governance Insights Center and previously served as the firm's Chief Diversity officer. In this episode she discusses the critical importance of incorporating diversity - and a clear understanding by board members of the board's role - to achieve board effectiveness.

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We love our listeners! Drop us a line or give us guest suggestions here.

Links:

Maria Castañón Moats Bio

PwC's 2021 Annual Corporate Directors Survey

ESG oversight Corporate Directors Guide

Quotes:

"I am a woman, a Mexican-American woman, and admittedly, I did not know much about diversity and inclusion before taking the role [as Chief Diversity Officer at PwC]. I grew up in a small town in West Texas - El Paso - where everybody looked like me, so my diversity journey really started when I graduated from UT El Paso and started moving East all the way to New York. I like to share that because I don't want people to assume that I was an expert coming into that role."

"When I was leading diversity, we would often say that feedback is a gift because if people aren't giving you good feedback, they probably don't care about you very much."

"'Why would boards really lean into this [diversity] and really give great advice to management?' Because that's what boards do, they give advice to management, they provide that oversight."

Big Ideas/Thoughts:

One of my goals was getting the board of directors leadership to be more diverse. Our CEO was very open to not only diversifying the leadership team, but also thinking about how you get a more diverse board.

A question to be asked about board effectiveness is: how diverse is that board? How diverse are their experiences? And is that diversity and those experiences appropriate given the times we live in today with all the social changes, with climate, everything we talk about on ESG. How does that fit for the purpose of today and the future and not necessarily yesterday?

Board effectiveness really means "what's the value of the board to an organization." And in particular, what's the value of the board to that management team and to that CEO? Are they really giving the CEO the right advice on strategy and the risks associated with that strategy? Are they really those trusted advisors, and then are they exercising this fiduciary responsibility to shareholders and stakeholders at large?

As you know, Joe, what investors want today is to see the numbers. I tell people when I meet with directors, it's not that they just want to kind of understand your demographics and get a baseline, but they really want to understand the goals and where you're going as an organization, then as a board, how you hold management accountable to those goals based on what metrics and data.That's what investors are looking for.

Offboarding. We need to critically say to ourselves, "The feedback is telling me I probably have given all the best I could to this board, and I should now move on, and, oh, by the way, maybe I can sponsor someone to come onto this board. Maybe that's the last big thing I can do here, and maybe it's someone that's not from the familiar network, someone I've been mentoring to get onto a board."

What I think that's different when you think about climate versus diversity is we've been talking about diversifying boardrooms and management teams for decades, and that pace has been, let's just say, unacceptable, until recently. There's a need to accelerate that pace of change. With climate, it's going to accelerate much faster, people want to see change much faster. We're not going to get a ten-year timeframe to act on climate change and related risks.

Michael is the CEO of Foxford Capital a strategic financial advisory and investment firm. He is also a General Partner at Eastward Capital Access Fund, a late-stage venture debt fund, serves on several Boards including the board of Veritiv Corporation, a public company where he is the chair of the Audit Committee, iAnthus Capital Holdings, Epicenter Experience, and he serves as a member of the board of advisors to Dubai-based Botho Emerging Markets Group. Michael has also been a guest lecturer at Harvard Business School since 2011.

In this episode he discusses different roles boards and board members play and the importance of treating being a board member as a job.

Quotes:

Relationship between Board and Management

"I think fundamentally having an open channels of communication where the board is free to express their perspective and opinions and advice is ideal, and this is beyond just a pure governance role."

Big Ideas/Thoughts:

I want to just get back to the amount of time you're spending as chair of the audit committee. We talk a lot on some of these podcasts about the fact that being a board member is a job. When boards are seeking new members, they often write job descriptions, and that's an appropriate thing to do. This job, chair of a public company audit committee, takes ten percent of your available time, which is something like twenty days a year. So not only is it a job a job – but it definitely not a nine-to-five job!

Risk assessment

I think boards tend to be risk averse in the sense that their role is to safeguard the assets of the enterprise, a role, it's not necessarily the only role.

The general approach is to look at enterprise risk, financial risk, operational risk, anything that could impair an asset or create liabilities for the company. In general, what that often entails is looking at a heat map, which would identify all the various vulnerabilities a company could face and then trying to assess the likelihood of that occurrence taking place as well as the severity. So, depending on where the high risk, high severity initiatives come into play, the focus would be on trying to mitigate those risks from a risk management perspective.

Yes, but the job of a really effective board is to consider how aggressive a company should be in taking risk - not just avoiding risk. How much risk is a company willing to accept, how much should it accept, in creating value for its stakeholders.

Relationship between Board and Management

It's important that the management team and the CEO are comfortable reaching out to an individual board member or multiple board members to bounce ideas off of them or discuss thorny issues that they're facing to try to get perspective on whether that board member has encountered the particular issue or what advice they may have outside of a formal board setting.

Annalisa Gigante has been an award-winning innovator for 30 years. She serves as a board member of the Henry Royce Institute for advanced materials research and innovation and Cambridge Enterprise, Cambridge University's seed funding and entrepreneurship hub. Annalisa is a thought leader in innovation, leadership and corporate governance. She is Chair of Foundations for Learning, the Co-Chair of Women Corporate Directors in Switzerland. In this episode she provides a European perspective of ESG, talks about the governance of innovation and bringing innovation to the real world.

Quotes

How Risk identification and management is driving ESG because its seen as a competitive advantage

Well, it's the definition of risk that is so important, kind of trying to understand it's both in a positive and in a negative way. You can really mitigate your risks by understanding what kind of problems you want to solve as a corporation and what kind of things are important for the company.

The fact that you can understand this as a competitive advantage is incredible in so many different things, not just in terms of what kind of products or services you put out in the market, but also in terms of employer branding or in terms of attracting the kind of investors you want. So, that's why it's an important thing to discuss really on the board level, because it has so many implications around the various stakeholders that allow your company permission to operate.

How attitudes toward ESG have changed

So, I'll just take one example in health and safety. I come from chemical industries, large manufacturing sites. It's a huge area of discussion and activity, and we used to think of these things as "what do you need to do in order to meet regulations in the various geographies in which you work?" Today we are discussing health and safety about people who've been stuck at home working on Zoom and being tired, how can we make their life easier? This is a completely different way of looking at this, and it's so important because it has a huge value add.

Tax Morality

I know that in Europe, we have a little bit of a different view about this. I've worked for American companies before, and it's not that they didn't do anything for their local community. They did a great many projects, but it was done individually, separately, each company at a time, and it is that idea of being in direct control of what it is that you choose to do as opposed to going through the tax system in order to help society. I think it's fundamentally a product of different history that we have (in Europe).

Impact of Innovation

"Cambridge Enterprise was created to help researchers impact the real world as much as possible, to try to bring up the volume and translate fundamental research into products, services, normally, technically-based things that can have an impact in real life. This is the very particular focus of the board - having impact rather than just monetary impact. Generating royalties or seed funding is a consequence of doing the right thing as opposed to the reason why it exists, and that makes the discussion on the board so much richer."

Big Ideas/Thoughts

On the US coming a little late to the party on ESG, but accelerating action on the part of business:

What I love about things in the US is once they get talked about, they happen quite fast, whereas in Europe, we'd be talking about it for a while and then over time we improve gradually. I think the US starting to embrace these things is going to help us create much more critical mass and then implement these things so much faster.

On funding environment in Europe compared with US at the seed stage:

In Europe, in general, we have a very different environment around VCs. When I look at equivalent research universities in the US, they mostly look after patents and royalties because the ecosystem is there to jump in to provide seed funding. This doesn't happen so much in Europe. One part of the role that I want to highlight is that whereas VCs normally look at what is the return on this idea, the job of Cambridge Enterprise is to look after the researcher, so things they do don't get completely diluted.

Thanks for listening!

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Links

https://valence.community

https://theboardchallenge.org

Quotes

"For too long Black professionals have been marching to the beat of someone else's drummer. So, what we want to do at Valence is create new paths where people can recognize their contributions, their excellence, bring that to the table and have that be recognized by the organizations that they're a part of."

"The idea for the Board Challenge came from my friend, Brad Gerstner, his thought was: "Hey, how do I affect change on a macro level so that there are more black representatives on boards." We're starting with black board members, but the ultimate goal is to have more diverse boards in general."

Big Ideas/Thoughts

There are two ways to take The Board Challenge pledge. One is if you don't have a black board member you are pledging to add a black board member within 12 months of taking the pledge. So, that is how we are going to get more black board members on companies, recognizing, "Hey, I don't have one. This is a good chance for me to add one. I'm going to take the Pledge. I'm going to make a public pronouncement of my desire and I'm going to be held accountable."

If your board already has a Black board member, then you can take the Pledge to support our movement because you know it's important for society, it's important for the boards that we sit on to actually make sure that they are representative, and it's good for the country, for the economy and for corporate America in general.

There are still a hundred S&P 500 companies that don't have a single black board member, so that's a good place to start, but our goal ultimately is fully representative boards in all public and private companies, that's where we want to get to. But if you tell people that," Hey, we want a representative board" the inaction probably will dwarf the level of action, so right now we're focused on adding black board members.

Valence is also helping to solve the perceived issue of a lack of qualified board talent by introducing board service as an aspiration to the members of our BONDS executive development community. Black professionals need to start thinking about serving on boards early, and not wait until they are ready to retire to begin preparing themselves for board service.

Our guest today is Ralph Ward. Ralph is an internationally recognized speaker, writer and advisor on the role of boards of directors, how benchmark boards excel, and the future of governance worldwide. He publishes the online newsletter, Boardroom Insider, and he editor of the Corporate Board, the nation's leading corporate governance magazine as well as six acclaimed books about boards and governance. In this episode Ralph talks about how increased transparency into a board's actions are accelerating changes in behavior in the boardroom and in how boards are composed.

Thanks for listening!

We love our listeners! Drop us a line or give us guest suggestions here.

Links

Boardroom Insider

Quotes

The Boeing Shareholder Case

Boards of directors need to understand that there is a lot more transparency on all their communications. There's a lot more that a good plaintiff lawyer can reasonably look at to determine just exactly how a board of directors acted – personal and work emails and texts for example.

Is the transparency, the additional transparency, the extraordinary transparency that is now available to plaintiff lawyers, is that a bad thing?

I think it's a good thing if it's a whip to better board operations and oversight. It's forcing Boards to up their game.

As you said, good lawyers have scrubbed the meeting minutes to the point that you really don't know exactly went on at the meeting. It's really a record created for other people to read rather than necessarily a look at what transpired. So, isn't it holding the board of directors to the fiduciary duty that they're responsible for?

"The reality is that how the sausage is made is not always really a thing that you want everyone to see, but what's important is the balance."

Do you think the heightened level of transparency might, in some way, stifle open and honest conversation or deter people from becoming board members?

I have an issue of Forbes that has a discussion of director liability issues in it, and the author raised a very good point, "Are we going to make it so dangerous to serve on a board of directors that no one wants to anymore?" And it sounds like a valid point – it was from a Forbes article in 1968. If there has been any overall frightening away from serving on boards of directors, I haven't noticed it." but what they will do is take a closer look before they go onto a board of directors, do some more digging; what's in the background, what legal issues have come up here, who are the leaders here, what's the current climate in this boardroom, why am I joining the board? Well, because someone left. Well, why did they leave? What was the story behind that? And that's I think all to the good.

"I think if you ask the question, is it a good idea to avoid "groupthink?" Everyone would give you the right answer. Of course, we don't want "groupthink" in our board or in any kind of group of people that are making decisions. And yet, the diversity of perspective in a boardroom is something that's only really coming in to its own now."

"Serving on a board is not something you do in your spare time and make a few extra bucks. Whatever the size of the company, no matter how small or whether it's a Fortune 50 company, the job is really important to the company and to the stakeholders of that company."

Big Ideas/Thoughts

The sabbatical in the boardroom (during Covid) I think, really refreshed our governance in ways we never anticipated.

Why do we need to get all these folks together every three months in a room for a day or two to make decisions? Why can't we do it as a sort of a bite-sized chunk information. Have this section of the board meet for fifteen minutes online tomorrow, have this committee meet little bitty meetings all over the place, giving them the information, they need on a drip feed basis instead of a 50-pound board book just before the meeting. Why not try that? What could we do?

The reality is that what we've learned from virtual meetings, along with the heightened scrutiny, has brought us back to focus on the fact that being on a board is a job and it's a difficult job and a serious job and a time-consuming job. The reality is that to get the best people with the expertise and the experience and the other attributes you're looking for, you have to go beyond that limited network that you or other board members may have, or people that were former CEOs and have served on boards, and that I think is a positive as well.