One Minute Governance

This season, every episode of OMG focuses on a question that directors really need to answer.

OMG is written, produced, narrated and scored by Matt Fullbrook.

TRANSCRIPT

Question #15: What do we actually know about AI? Let me be clear: this question is not the same as “have we all used ChatGPT?” It’s also not “Do we know how to provide useful prompts to chatGPT?” Or anything directly about ChatGPT or its competitors at all. At least not necessarily. Instead, the substance of this question is “what do we know about how AI works, how it could work, about its potential applications, and what might it take to deploy those applications?” There’s a reason why people who really do understand AI are hugely divided when it comes to how dangerous it’s likely to be, how disruptive it will be and to whom and when. They don’t agree on what applications of AI will most improve or harm people’s lives. So, let’s not pretend that your board is gonna solve all that. But still, even ChatGPT and other large language models are already better and faster certain useful tasks than people who’ve spent their lives getting good at doing those same tasks. We can get more than passable essays, emails, images, songs, speeches, etc. in seconds basically for free. AI is also really good at pattern-based learning that lets it do cool stuff like reviewing medical imaging even better than people. Better, even, than pigeons, who are also better than people at reviewing medical imaging. True story! But none of that is about how AI works, or how it could work, or how it might be useful to you or your company or its customers. Your board may not easily find the answers to any of those questions at first. Some of them might have no real answers other than what you gain through trial and error, or experimentation. But let’s get back to the actual question at hand: What do we actually know about AI? The answer might be “nothing at all!” Even that’s a better starting point than not talking about it. But get moving!

This season, every episode of OMG focuses on a question that directors really need to answer.

OMG is written, produced, narrated and scored by Matt Fullbrook.

TRANSCRIPT:

Question #14: When was the last time we asked management how we might do a better job? There are some really useful and normal things that boards do to make sure they’re doing a good job. For instance, most chairs build constructive relationships with CEOs and keep a regular dialogue going about how things are going. Most boards also do some form of board evaluation – formal or otherwise – to highlight problems and opportunities for improvement. The intent of this episode’s question isn’t to undermine the value of those endeavours. They’re obviously good and important things to do. But the question remains. When was the last time WE asked management how we might do a better job? As in, demonstrating a collective interest in learning from management – also collectively – how we might serve them better. In a way, I’m just trying to reiterate the substance of the previous two episodes in a new way. Suppose, for example, the board – while in camera or in executive session or whatever – agrees that the chair will request that the CEO gather feedback from their team based on a few questions. Questions like: “what are some things the board could do before or during or after board meetings that you would find really helpful?” Or, “what’s something that tends to happen before or during or after board meetings that you find really unhelpful?” You could even ask for feedback on specific behaviours or processes if you like. Most importantly, you must be prepared to respond to their feedback – either by actually doing a better job, or by clearly explaining why you think things are better they way they are.

This season, every episode of OMG focuses on a question that directors really need to answer.

OMG is written, produced, narrated and scored by Matt Fullbrook.

TRANSCRIPT:

Question #13: To what extent does the stuff we do get in management’s way? Most of us have had a boss at some point in our lives. More than that, most of us have had the pleasure of working for a great boss, and also the pain of working for an awful boss. When I think of awful bosses, I think of people who get in the way of you doing a great job. I think of people who pile you with work that distracts you from the things that really need to get done. I think of people who lack curiosity about what might make you feel excited to show up to work. I think of people who sorta feel like they’re cosplaying as what they think bosses are supposed to be without worrying too much about whether they’re doing anything useful or harmful. They’re not necessarily hostile or cruel…just not invested in making sure their employees have the conditions they need to thrive. Instead, they’re invested making sure they feel like they’re ticked a bunch of “boss-ish” boxes and can say, “good for me! I bossed like a boss today!”  Now, imagine a bad boss that’s actually a whole bunch of bad bosses smooshed together, like a board. I meet boards sometimes who believe that, because they’re the boss, it means they don’t have to serve or support the CEO. But that’s a misunderstanding of any authoritative role. Take stock of the stuff that you do as a board, and the burden it places on management. Some of that burden is essential and value-added. But, I bet some of the burden is optional and value-neutral or worse. And it takes management’s attention and time away from doing things that might make your organization better.

This season, every episode of OMG focuses on a question that directors really need to answer.

OMG is written, produced, narrated and scored by Matt Fullbrook.

TRANSCRIPT:

Question #12: To what extent does the stuff we do help management? One of the unspoken themes of this season of OMG is that there are lots of things about boards that we tend to take for granted. Well, I’m here to say out loud that it’s not granted that boards do stuff that’s useful to management. It’s a fair assumption that boards, in general, really want to be useful to management. It’s also true, however, that boards feel a lot of pressure to spend time and energy on compliance, ask some probing questions and then basically call it a day. “Matt,” you might say, “compliance and probing questions ARE helpful to management!” And sure, that’s technically true. Being non-compliant is bad. Not being questioned can be bad, too, especially because questions can reveal persistent blind spots or validate our assumptions. Both good! But what if boards asked themselves what they might start doing or stop doing that could make the lives of senior executives better? And I’m not talking about a compensation increase. I’m talking about increasing the probability that executives might leave board and committee meetings with new ideas, new momentum, and feeling like they have the support to do an awesome job. Yes, obviously this is a bit of a tall order. But it’s not impossible! And while thinking about this question, if the only answer your board can come up with is some version of butt-covering, then I’m here to argue that you’ve got a big opportunity to do better.

This season, every episode of OMG focuses on a question that directors really need to answer.

OMG is written, produced, narrated and scored by Matt Fullbrook.

TRANSCRIPT:

Question #11: Why is our boardroom laid out the way it is? This question was basically at the beginning of the origin story of my current definition of good governance – the one about intentionally cultivating effective conditions. At the time, I had been in somewhere between 200 and 300 boardrooms and it struck me one day that every single one of them was functionally identical. And because of that I’m highly confident that *your* boardroom is functionally identical to essentially all other boardrooms. But why? Seriously! Why is your boardroom laid out the way it is? Here’s another way to think through it. What are the things you hope will happen in your boardroom? What are the behaviours you hope to experience and observe? What are the feelings you hope people will feel? What conversations do you hope will happen? If you could start with a blank slate, what elements would you include and how? From the type and style of furniture to the use of technology to the lighting and windows and everything else. Every time I’ve had this conversation with an organization, the dream layout bears little resemblance to a typical boardroom. I’m not advising you throw out your board table and start from scratch – at least not if you don’t want to. But if the layout of the room isn’t ideal for the stuff you hope to happen in the room, then you might want to cultivate other conditions to compensate.

This season, every episode of OMG focuses on a question that directors really need to answer.

OMG is written, produced, narrated and scored by Matt Fullbrook.

TRANSCRIPT:

Question #10: What existential threats might the business face? Considering how obsessed I am with corporate governance, it’s a bit strange how little I focus on risk, huh? I’m about as far as possible from being a technical expert in risk – like an actuary or whatever – but still, I’m not going to try to deny the relationship between risk and governance. I mean, we obviously don’t have effective conditions for making a decision if we lack awareness of the stuff that might go wrong and the probability that those things might happen. In a way, today’s question is an element of question 9 from the last episode. In other words, we don’t really have a deep understanding of the business if we don’t understand the stuff that could, y’know, kill the business. Let me be clear, there is no way to know everything. We like to judge leaders in hindsight for not predicting the unpredictable. We similarly like to put leaders on a pedestal for being super frickin lucky. So, I’m not talking about doing the impossible. I’m just talking about investing in the study of the potential fatal flaws of our business model, structure, competitive positioning, physical or geographical positioning, etc. What is it about what we do, how we do it, who is doing it, and where we do it that might leave us vulnerable to a killshot. Work hard at this question. Poke and prod every potential flaw, and even every area of apparent strength – even just to prove that it is indeed as strong as you thought. Every company has vulnerabilities. When you identify one, it raises more questions like, “what might it take to shore up our defenses, and is it worth it?” Because you may just choose to leave the flaws as is. But it should be a choice! And having that choice starts with asking the question.

This season, every episode of OMG focuses on a question that directors really need to answer.

OMG is written, produced, narrated and scored by Matt Fullbrook.

TRANSCRIPT:

Question #9: To what extent does every director really understand the business? I’ve been pretty outspoken over the years about my thoughts on board composition. In general, I think boards tend not to be sufficiently open-minded about who “belongs” on boards – I hope you could hear the air quotes there. There’s basically no evidence or consensus that suggests *any* specific type of experience or expertise, or any type of personality or any demographic characteristics might be associated with business performance. This is part of the reason why I prefer to think about governance as being in the world of decision-making, a realm where there *is* plenty of decisive science to help us to understand how we might mess up and what we can do about it. Still, boards fundamentally exist to run corporations, and even if they choose to hire managers and other employees to do the operational work it doesn’t change the fact that boards are responsible for literally everything that happens in an incorporated entity. So, no matter your experience or skillset or personality. No matter who appointed or elected you to the board. No matter what other valuable things you might be bringing to the table, if you don’t understand how the business of the corporation works it’s going to be *really* difficult to be useful as a director. Where does the corporation get money from. Why do its customers or funders choose to give it money? How does the corporation spend money, and why? What are the nuances of its structure, and why are they the way they are? What is the competitive landscape? What does the balance sheet look like and why? Why does the corporation do the things it does and not do the things it doesn’t do? What might kill it? I know this is a podcast episode about one question: “to what extent does every director understand the business?”, but an infinite number of other questions live inside it. Collectively, you should be striving for the answer to this episode’s question to be “to a super frickin great extent, thank you very much.”

This season, every episode of OMG focuses on a question that directors really need to answer.

OMG is written, produced, narrated and scored by Matt Fullbrook.

TRANSCRIPT:

Question #8: What do we even mean when we talk about “duty?” As in how the word “duty” applies to the work of the board and directors. In the previous episode, I suggested in passing that you might want to ask this question, and now I’m making it a bit more explicit. I can say with reasonable confidence – from my experience, at least – that directors and executives refer frequently to a board’s duties without taking a moment to make sure everyone knows what they’re talking about. Fiduciary duty? Moral duty? Ethical duty? Regulatory compliance? And even once you get that part clear, there’s no guarantee that you agree on what your duties are, or even that your own understanding is rooted in fact. Let me give an example. Here in Canada, if you ask “to whom do you owe your primary fiduciary duty?” most directors will confidently answer “to the corporation.” This is a technically correct, but altogether incomplete answer. Many of the directors who provide this answer are unable to confidently answer the simple follow-up question: “OK, what does it mean to have a duty to the corporation?” The legal answer to this question is simultaneously specific and complex. I won’t give away the punchline, because in addition to being specific and complex, it’s also boring and not useful outside of Canada. In any case, I hope my point is clear. If you’re going to bring up board and director duties, take a second to make sure that everyone knows what you’re talking about, and try to make sure that you, yourself, can explain exactly what discharging those duties might entail. Duty is a loaded word. Let’s make sure we’re walking the walk.

This season, every episode of OMG focuses on a question that directors really need to answer.

OMG is written, produced, narrated and scored by Matt Fullbrook.

TRANSCRIPT:

Question #7: To what extent do we agree on to whom we owe a duty? I’ve been blabbing on about this in some form or another for more than 10 years. It’s been the subject – directly and indirectly – of a bunch of OMG episodes going back to episode 4. Still, I’ve never been disappointed by a boardroom discussion about who stands to be affected by our decisions and, among those who are affected, to whom do we owe the greatest duty. Notice that I’m talking about who is affected rather than just talking about who benefits. There’s no decision a board will ever make that is universally good for every affected party. Life is trade offs. When I wrote that sentence it seemed so obvious that it must have been said or written by someone famous somewhere. Turns out it’s seemingly been said or written by everybody ever, because it’s so true. Anyway, whenever your board needs to engage in a decision of any consequence, taking a few minutes to think about the individuals and groups – both inside and outside the corporation – that stand to be affected, and then taking another few minutes to ask “among these affected parties, to whom do we owe the greatest duty?” You can even take the whole list and rank them. You might even take a few minutes to decide what, exactly, you mean by the word “duty.” Anyway, that 15ish minute conversation is likely to be your best use of time in the whole meeting.

This season, every episode of OMG focuses on a question that directors really need to answer.

OMG is written, produced, narrated and scored by Matt Fullbrook.

TRANSCRIPT:

Question #6: Have we empowered our directors to do a great job? It’s one thing to define what doing a great job means, like we did in the last episode. It’s a whole nother thing to figure out what it takes to empower every individual in the room to feel like they can do a good job without too many obstacles. Obstacles come in countless shapes and sizes, so let’s use an example to illustrate. Let’s say we’ve decided that one of the things that makes a director great is their willingness and ability to change their mind when presented with new and relevant information. Some obstacles here are nearly invisible, like confirmation bias, which is a quirk of human cognition that causes us to overvalue information that tells us we’re right…even if that information isn’t reliable or accurate. So, you can see how confirmation bias might make it hard for someone to change their minds based on new information. Other obstacles might be social, like the fear of looking or feeling like a hypocrite or seeming indecisive or doubtful. You can also imagine the time constraints of a board meeting might make people less likely to even want to consider new information in the first place, let alone to take the time to question their beliefs. In other words, empowering directors to be great might require us to be intentional about information, time allocation, social dynamics, personality management, and more. But we won’t know exactly what to be intentional about, or how, if we don’t take the time to learn about each other’s preferences and expectations. Hence this week’s question. Another way to put it is: what would it take for *you* - and each of the other people in the room – to feel comfortable, and even excited to do the things that make a director great?