One Minute Governance

While the whole world was virtual, I worked *really* hard on trying to figure out how to do facilitation, teaching and speaking on Zoom or whatever in ways that are engaging, interesting, useful, and that ultimately lead to meaningful learning and even behaviour change. I’m not saying I nailed it, but I feel pretty good now when I’m asked to conduct a virtual session of some kind, whether it’s for an audience of five or five hundred. In other words, I’m now convinced it’s possible to do good stuff in a virtual setting if you put enough work in on the conditions that you can control. Not to mention, the barriers to showing up to something online are *way* lower – no travel, few physical obstacles, less time commitment, you don’t have to put on all your clothes. Plus you can have lots of people in the same virtual space even if they are physically dispersed, meaning it’s easier in some ways to have diverse groups in a virtual setting than a physical one. All that said, this is not the way that people are used to interacting with each other, especially in groups. It takes a lot of intentional pre-planning to craft each part of a meeting or session so that it has the elements required to get the results you want. It is much more difficult to change conditions on the fly in a virtual setting, in part because everyone has their own set of physical conditions in their home or office, and also because virtual platforms only have so many tools to be spontaneous and creative. In other words, in my experience, the pre-work of a virtual meeting matters a bit more because you’re mostly stuck with it, so be thoughtful and intentional, and be sure to get and give lots of feedback.

I’ll just say it up front, I’m a huge fan of in-person board meetings. This is just one person’s opinion, but I believe that every board meeting that is not an emergency AND requires either substantial discussion or a consequential decision or both should be *completely* in-person except in super exceptional circumstances. Yes, I know I am leaning a bit away from inclusion here and there are all sorts of reasons why some individuals may not be able to safely show up in person to board meetings under any circumstances. I suspect there are smart ways to accommodate those needs that I’m just not aware of. The thing is that things like body language, whispering to the person next to you, and having a quick debrief during coffee breaks, really matter. These things provide us with information and signals about the people around us that we have no way of accessing if we aren’t all in person together. Being in person also gives us tonnes of additional conditions to be intentional about, including lots of stuff we’ve already covered so far in this season. I promise I’m not trying to imply that boards who hold virtual or blended meetings are doing something wrong. I just think it’s helpful to remember the potential social value of being physically close to the people you’re working with to make decisions.

Sound-Up Governance now available on mainstream podcast platforms: https://pods.to/soundup

TRANSCRIPT

Hi everyone, just a quick announcement that I've removed the paywall on the Ground-Up Governance platform at groundupgovernance.com. Mostly what that means is that the Sound-Up Governance podcast is now available for anyone to hear without a subscription. Sound-Up Governance is a longer form interview podcast featuring lots of quirky corporate governance personalities, people you wouldn't usually come across if you're a regular consumer of mainstream governance content. If you prefer to listen to your podcasts on the typical podcast platforms like Apple Podcasts, or Spotify or whatever, search for Sound-Up Governance now and subscribe. Every week we'll release an episode from the archives until we're caught up. The other change around here is that the weekly definitions and illustrations that we've been putting out on Wednesdays here on OMG are going to migrate to sound governance. If you've been enjoying those, then you've got one more reason to subscribe. Thanks so much for following along. I'm super excited to share even more cool corporate governance content

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.

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.

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.

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.

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?

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.

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.