Send a text

Comply or Explain is sometimes treated as a procedural exercise. However, the true purpose is to encourage thoughtful decisions, support accountability, and promote open communication with stakeholders. 

In this podcast, Dr Sabine Dembkowski, Founder and Managing Partner, is joined by Kelvin Ernest, a governance professional with extensive experience navigating evolving regulatory expectations and corporate reporting practice. As a Senior Policy Associate in the Financial Reporting Council’s Corporate Governance and Stewardship team, Kelvin contributes to stakeholder engagement, policy development, reporting analysis, research, and the development of the updated UK Corporate Governance Code.

“The biggest takeaway for boards is that it encourages them to think carefully about how each provision fits into their own individual contexts.“

In practice, the UK Corporate Governance Code operates at two levels. Companies apply and explain against high-level principles and then address the more detailed comply or explain provisions. Companies can choose to follow the recommended approach or take a different route that better fits their circumstances. For Kelvin, this is part of how the Code recognises that one size doesn't fit all and that a well-reasoned departure can be entirely appropriate.

“The flexibility is a real strength of the UK model.”

Kelvin knows that 'comply or explain' is widely debated. For him, in rules-only systems, there’s too much formulaic behaviour and box ticking. The UK model allows companies to tailor their governance to their individual strategies and business complexity. 

“More companies are moving away from boilerplate reporting.”

Under the current model, Kelvin notes that companies are shifting what they share. There’s less generic, vague, and boilerplate language. Rationales are clearer. Where there are temporary departures, there’s more insight and disclosure around timeframes, and more evidence of genuine board discussions.

“Explanations don’t exist in a vacuum.”

For boards wondering how to show an alternative approach is best, Kelvin says a good place to start is by linking it to company strategy and culture, day-to-day operations, and the nuances of the industry. Where possible, he recommends outlining the board’s decision-making process and what was considered. 

“Investors want clarity as to why a departure was made and how that supports the long-term value creation of the company.” 

Kelvin knows investors find it hard to form a view or make decisions based on generic or vague explanations. They want clarity, specifics, and links to a company's reality. Kelvin notes that too many people believe transparency means revealing confidential details. He says it is more about providing meaningful context, which is the basis for building trust. 

The three top takeaways from our conversation are:

1.     Comply or Explain is about thoughtful governance and not just about reporting.

2.    High-quality explanations show accountability, demonstrate transparency, and reassure stakeholders that the company is thinking about decisions for the longer term.

3.    Engagement with stakeholders strengthens trust, helps boards refine their governance approac

Come Join The Better Boards Community

We’d love to get to know you! If you’d like to become part of the Better Boards community, discover our unique approach, and explore ways to work with us or share your ideas on The Better Boards Podcast series, drop us a line at [email protected].

Send a text

Come Join The Better Boards Community

We’d love to get to know you! If you’d like to become part of the Better Boards community, discover our unique approach, and explore ways to work with us or share your ideas on The Better Boards Podcast series, drop us a line at [email protected].

Send us a text

Company Secretary is an increasingly competitive profession. It takes a unique blend of skills and experiences to secure a senior position. Those interested will appreciate knowing what abilities to prioritise throughout a career and how to approach balancing behavioural, technical, and influencing skills. 

In this podcast, Dr Sabine Dembkowski, Founder and Managing Partner, is joined by Glenn Oborne and Connor Simms, who are both Directors of Ingen Partners. They specialise in recruitment and consultancy for Company Secretaries, with over 20 years’ experience working with individuals at all levels. They understand in-house settings, including most kinds of listed, FCA-regulated and private limited businesses, and stay current on industry trends. They see their roles primarily as career advisers to professionals in this space, recently conducting a “career clinic” initiative to assist individuals in identifying their long-term career aims and mapping out a route to achieve them.

“There are no two roles in governance that are the same.“

As recruiters, Connor and Glenn know everyone wants that top job, but there is no one fixed path to it due to the variations and nuances within each business. Great Company Secretaries become sensitive to how each organisation adopts and interprets governance. There’s no individual who is 10 out of 10 in every area of operations and governance, yet those who understand how their strengths and limitations align with the needs and constraints of the business will go far.

“The big thing that differentiates those who achieve that top role is their ability to influence.” 

At a base level, Company Secretaries need foundational technical skills, a good work ethic, and exceptional adaptability. However, as they rise through the ranks, savvy individuals recognise the value in cultivating relationships, working on emotional intelligence, and gaining exposure to different situations and group dynamics. The role evolves beyond pure technical savvy and into softer skills.

There’s no fixed textbook way to do it, but building breadth of experience and gaining opportunities to build trust, influence, and guide business stakeholders will elevate certain candidates over others. Showing an ability to delegate, build networks, and make an impact is also key.

“The best company secretaries out there are chameleons.”

Each board and business operates differently. Company Secretaries must wear many hats when dealing with diverse stakeholders and departments, each with distinct expectations and needs. Their role is to act as translators and navigators between key stakeholders.

The best Company Secretaries learn from every engagement and use that experience to expand their toolkit. Technical expertise is secondary to openness, adaptability, and the ability to integrate learning into stronger performance. Tools like AI can increase efficiency and help manage volume, but the true differentiator remains human judgment, tactful discretion, and confidence in navigating complexity and the unknown.

The three top takeaways:

1.    It’s not what you know, it’s who you know and who you can be in front of through your network. 

2.   Invest in the next generation of talent by being a sponsor or mentor.

3.   Pu

Come Join The Better Boards Community

We’d love to get to know you! If you’d like to become part of the Better Boards community, discover our unique approach, and explore ways to work with us or share your ideas on The Better Boards Podcast series, drop us a line at [email protected].

Send us a text

Theory is one thing, but how can boards effectively implement cyber governance and broader technology oversight in practice? 

In this podcast, Dr Sabine Dembkowski, is joined by Susanne Alfs. Susanne is a Non-Executive Director and Senior Technology Executive specialising in cyber governance and board-level technology oversight. Bringing both the NED lens and her executive leadership experience, Susanne helps boards translate complex cyber and technology risks into business trade-offs and investment decisions. Previously, she chaired the Group Board Technology Committee of a bank, strengthening oversight of cyber resilience and technology risk. Now, as the founder of Cyber4Directors, Susanne advises boards and senior leadership teams on strengthening cyber resilience, improving board reporting, and shaping effective technology and business dialogue. 

“I find in too many boards, there is an unspoken hesitation. Some directors worry they are not technology savvy enough to challenge the technology team, and that hesitation can quietly shift the dynamic in the boardroom.“

Susanne realises boards are very human. Members hesitate to ask certain questions or push conversations because they worry about their technical knowledge, which compromises meaningful business impact and risk discussions. 

What helps? Susanne recommends that boards approach technology with the same rigor as finance or strategy discussions. Don’t let insecurities block conversations or let the tech group overwhelm the board with acronyms. Keep the focus on business impacts and risk assessment to steer discussions and shape priorities.

“The first point is to work as a team.”

Technology oversight and governance must be a team effort. Just as finance audits aren’t left to one person, boards shouldn’t delegate cyber or technology responsibility to a single individual.

In practice, this can mean sharing questions with technology teams ahead of meetings, explaining or banning acronyms, and encouraging IT teams to collaborate more closely with business leaders to support meaningful board discussions.

Susanne emphasises that effective teamwork depends on clear communication and a shared language, rooted in cyber governance or project delivery terms. She also recommends using corporate secretaries as gatekeepers for board packs, ensuring technical material is simplified for effective discussion.

“No board should ask for the cyber security team or the technology team to keep them safe, or the organisation safe, because no one is safe and you can't avoid incidents.”

When Susanne hears a board asking for total safety, she recognises that this simple language communicates unrealistic expectations. 

She also recommends breaking down technology projects into shorter sprints. This sprint approach helps the board avoid preventable deviations and reduces the overwhelm of technology project management. 

The three top takeaways:

1.    Work as a team. No board should have just one person focused in this area. 

2.   Establish a common language, from cyber governance language or project execution frameworks, so that the board and executives can communicate clearly in a shared language.

3.   Get external assurance if you are not comfortable with the practices

Come Join The Better Boards Community

We’d love to get to know you! If you’d like to become part of the Better Boards community, discover our unique approach, and explore ways to work with us or share your ideas on The Better Boards Podcast series, drop us a line at [email protected].

Send us a text

Come Join The Better Boards Community

We’d love to get to know you! If you’d like to become part of the Better Boards community, discover our unique approach, and explore ways to work with us or share your ideas on The Better Boards Podcast series, drop us a line at [email protected].

Send us a text

Family businesses represent a significant majority of the European, Asian and US landscape. Yet so much that we focus on in business, governance, and search is designed for corporates.

In this podcast, Dr Sabine Dembkowski, Founder and Managing Partner of Better Boards, is joined by Andreas von Specht. Andreas von Specht is a family shareholder and NED of Berenberg Bank, Europe’s second-oldest private bank, and shareholder of Bergos Bank in Zurich. He founded AvS Advisors in 2011 to advise privately held clients on succession and family governance. Previously, he built a career in Consumer Goods and was a long-time partner at Egon Zehnder in Germany and France.

“30 years ago, it was very much based on a ‘nose factor’ kind of selection, and it has become a really well thought-through search process.“

Andreas' upbringing in a family business gives him special insight into the culture, thought patterns, and habits of family businesses. He can draw a line from pre-Internet ‘nose factor’ talent searches to the current professionalised systems. While the unique nuances of strong family shareholder groups and cultural fit factors are the trump card, competency testing, benchmarking, and sophisticated evaluations are now in play.

“There is one competency that is a little bit difficult to describe, which I would call a special ability to operate in a family business.” 

Succeeding in a family business environment is possible, even if one comes from the corporate world. Andreas believes it requires high emotional intelligence (EQ) and a moderate ego.

Successful candidates must be able to bring family members along on the business journey while preserving relationships. Humility, a sense of humour, and adaptability must overlay real business acumen and competency, as families will ask if the executive or board candidate brings particularly valuable or missing skills to the business.

“Results and values move together, so performance sits alongside legacy and family expectations.”

Within a family business, governance always has more layers, with owners, the board, a family council, and the next generation all in the mix. Leaders must agree on what short-term and long-term really mean for the business, and the same goes for change initiatives. He recommends a clear change contract at the beginning to avoid misunderstandings.

“It takes two to tango… we are in the midst of a fierce war for talent, and that must be taken into consideration.”

For families, there is a ‘search before the search’ to select a search partner that understands their needs and the family culture. Trust is critical. It is also critical to have clear expectations and alignments of what they're really looking for and what good looks like.

Families must also remember it takes two. Quality, independent candidates for executive roles and board positions will have choices. Families just can’t pick the best candidate to serve at their leisure. Instead, there is a certain degree of selling required to get to know each other and build trust. 

The three top takeaways from our conversation are:

1.     Fit and clarity regarding the role and requirements must come first.

2.    Cultural fit often decides the outcome. 

3.   

Come Join The Better Boards Community

We’d love to get to know you! If you’d like to become part of the Better Boards community, discover our unique approach, and explore ways to work with us or share your ideas on The Better Boards Podcast series, drop us a line at [email protected].

Send us a text

Private equity, private debt – private markets are absolutely the flavour of the day. Yet, despite the headlines and eye-catching numbers, very little discussion is taking place about governance in this context. 

In this podcast, Dr Sabine Dembkowski, Founder and Managing Partner, is joined by Dr Eelco Fiole. He has more than 30 years of international finance experience, including two decades as Non-Executive Director, CFO, and CEO in alternative investments with teams in Zurich, London, New York, and Singapore. He also holds more than eight advanced degrees and is a true polymath with special expertise in investment governance.

“Private market investing comes with a lot of issues.“

Eelco reports that over the next five years, private markets are expected to double to $30 trillion USD. Private investors now invest alongside traditional institutions. Yet serious issues remain, including complex structures, valuation challenges, opacity, layers of leverage, and enormous asymmetries of information. 

“Governance is work, and when that work is being done, trust also develops.”

To Eelco, governance is a key factor in creating trust for LPs and GPs. Both must contribute to building a solid governance framework. For LPs, remember that greed is not a strategy. Instead, use governance structures as a filtering tool to address issues of valuation, transparency, and conflicts of interest. For GPs, good governance helps attract capital. Eelco noticed that the smartest GPs use well-structured governance agreements to differentiate themselves, back up big promises, and showcase how they plan to protect investors. 

“It’s all about incentives.“

In Eelco’s experience, many trust-based issues can be resolved by examining the incentives at play. Who is getting paid, when are they being paid, and how are those payments structured? Following the money and understanding who benefits in various scenarios is key to effective governance. On a practical level, this means building desired behaviours into the documentation. 

“Every investment is situational.“

Eelco feels every investment has its own unique characteristics. As a result, “off the shelf” legal documents may not be sufficient. Custom-crafted or heavily adapted documents that cover the legal and economic variations of the investment, investment team, and market are key. 

The same is true for individuals who want a seat at the table. Private markets are highly specialised and nuanced. Only individuals who can add value in specific ways will be welcomed. 

“If I cannot have proper representation of the interest, then I'm not going to do it.” 

Eelco sees many cases where things go wrong, where highly concentrated investors are excluded, or where LP committees have no power. He is not calling for regulators to step in, but for boards to thoughtfully use governance structures to create checks and balances.

The three top takeaways from our conversation for effective boards are:

1.     Governance is work.

2.    For GPs, understand the mechanics of trust and its role in attracting capital. 

3.    Standard legal documentation is not enough. You must build in your own situationally appropriate models into the agreements.

Come Join The Better Boards Community

We’d love to get to know you! If you’d like to become part of the Better Boards community, discover our unique approach, and explore ways to work with us or share your ideas on The Better Boards Podcast series, drop us a line at [email protected].

Send us a text

The breadth, depth, and frequency of risks have increased tremendously. Serving on risk committees is particularly challenging at present, making it important to take a fresh look at the risks, risk mitigation, regulatory scrutiny, and stakeholder complexities the risk committee must balance. 

In this podcast, Dr Sabine Dembkowski, Founder and Managing Partner, is joined by Terri Duhon. Terri is an award-winning educator and TEDx speaker. She went from earning a master's degree at MIT to becoming a derivatives trader on Wall Street, and then an entrepreneur and author. Terri serves as a board member at Morgan Stanley, Wise, and Rathbone Brothers. She is also a guest lecturer at the LSE and Oxford University, where she's an Associate Fellow for the Saïd Business School. 

“I split the world between financial risks and non-financial risks.”

Terri sees the risk committee as working for the Board, even as the Board ultimately retains ownership of strategy and risk management. Within that work, she distinguishes between financial and non-financial risks.

Financial risks are a comfortable space for her, thanks to her background in trading and the cutting-edge approach to viewing risk she learned at JPMorgan. Yet non-financial risks – operational, cyber, regulatory, change, and so on – are an increasing part of the work in regulated fields. The non-financial risks are harder to quantify and require significant thought and engagement across different business lines to work through.

“As a chair, I say, ‘What are the big things I have to focus on today? ’”

Every company will have a big, long list of risks. For Terri, the real value of the risk committee is to narrow the focus to the big three or five things. 

As Terri notes, on the risk committee, you don’t have infinite time or infinite resources. In four to five hours a quarter, what are the most critical topics and challenges? Pushing for thoughtful consideration and risk weighing is a big part of how the risk committee supports and works for the Board. 

“We can either skim 1000 pages, or we can really think about 50 pages.”

Terri knows Boards face mountains of information. Quality discussions come down to ruthlessness around focus. Boards skimming tons of material are less valuable than Boards focused on the company's most significant challenges. 

“We challenge the robustness of the process, as opposed to challenging the decision itself or challenging the output.”

To Terri, quality in a risk committee means probing the processes and robustness of the discussions and decisions. Offering this challenge helps drive deeper discussion and prepares CROs for good conversations with regulators about how they are challenged by their risk partners. Plus, having Boards explain the rationale for decisions provides more space for high-quality deliberation on action plans, risk ratings, and accountability, so that all key stakeholders fully support final choices.  

The three top takeaways from our conversation for more effective boards are:

1.       The job of Board members is to challenge and oversee, asking for thoughtfulness on papers and accountability on actions.

2.     It is essential to manage the energy in risk meetings to ensure the most critical items are covered first.

3.     While the risk committee t

Come Join The Better Boards Community

We’d love to get to know you! If you’d like to become part of the Better Boards community, discover our unique approach, and explore ways to work with us or share your ideas on The Better Boards Podcast series, drop us a line at [email protected].

Send us a text

Cybersecurity is a core business risk that can impact the entire organisation. Boards are challenged to understand how cyber threats impact financial performance, reputation, and regulatory obligations. Boards need to build awareness of their organisation’s cyber security posture, protection measures, and incident response protocols. 

In this podcast, Dr Sabine Dembkowski, Founder and Managing Partner of Better Boards, is joined by Beatrice Devillon-Cohen. Beatrice has over 25 years of investment banking experience, having led traders’ teams across the UK, Europe, Asia, and the US. She has now developed a portfolio of non-executive positions, having recently served on the Audit Committee of the European Investment Bank and the Finance Committee at King’s College, London. 

“The Rule of Three is important when it comes to cybersecurity.”

As Boards seek to manage and survive cyber threats, the Rule of Three comes into play. On average, in a cyber event, there are three days of chaos, three weeks of systems rebuilding, and three months of constant IT problems. 

“What has been changing over time is the cyber-criminal groups. They are now running their operation as a business, selling cyber attacks as a service.”

The criminal ecosystem has gone professional. While there will always be bored teenagers or disgruntled employees, the more serious players run their operations like business ventures. They sell cyberattacks as a service, backed by deep resources, skilled talent, and vast networks.

“You need to work on mitigation, responding to an attack, and recovering. That's your battleground.” 

While cyber threats can’t be entirely avoided, Beatrice counsels Boards not to despair. There is plenty that can be done. It begins by understanding how threats work.

A primary attack path is through links in emails. One-click installs malware that hackers can use for access. Caution and education can help prevent this.

Another primary attack path is third-party providers. External suppliers are compromised and used as a bridge into your own internal system. 

“Never hope for the best when it comes to cybersecurity, because hope will not be a strategy.”

Boards are accountable for cyber risk oversight (see the UK Cyber Governance Code of Practice). They need to make it a strategic priority. Build relationships with IT heads, show curiosity, and build trust. 

Get a strong dialogue going. Educate within the organisation and with third-party partners. Create a no-blame culture so that if something happens, it is escalated immediately, which can limit its impact.

“It's our own duty to upskill, stay current, and think around the corner on that subject, like any other subject in the boardroom.”

Cyber culture starts at the top. It is not “too complicated” to pick up basic cyber safety skills or understand risk. Plus, with AI and quantum computing on the horizon, any actions Boards can take—and lead their companies to take—will help prepare for future risks.

The three top takeaways from our conversation for effective boards are:

1.      Cyber risk is a business risk. Own it as such. 

2.     Don't hide, as a Board member, behind “it's too technical and not for me”. Upskill, be curious, and engage with executives.

Come Join The Better Boards Community

We’d love to get to know you! If you’d like to become part of the Better Boards community, discover our unique approach, and explore ways to work with us or share your ideas on The Better Boards Podcast series, drop us a line at [email protected].

Send us a text

Governance experts and Company Secretaries offer a prime, yet often overlooked, talent pool for high-quality Non-Executive Directors. But what makes them excel on Boards?

In this podcast, Dr Sabine Dembkowski, Founder and Managing Partner, speaks with Lyn Colloff, a Fellow of the Chartered Governance Institute with 40 years’ experience in governance, risk, and compliance across listed and regulated sectors. Most recently, she served as Company Secretary and Head of Governance, Risk, and Compliance at Wincanton plc—a FTSE 250 supply chain leader and Executive Team member. Now, she runs her own consultancy, providing governance training and board support, and seeks Non-Executive Director roles.

“These individuals are used to exercising independent judgment, which is an important concept for a Non-Executive Director.”

Lyn believes Company Secretaries excel as Non-Executives because of their experience and discernment. They bring governance, strategy, and risk expertise, as well as deep insight into boardroom dynamics. Their knowledge of codes, frameworks, and regulations allows them to translate complexity into actionable advice and inform strategic planning.

“There’s a case for making sure you’ve got all the skill sets you need in the boardroom, including that big governance piece.”

While Lyn acknowledges that CFOs and CEOs dominate Non-Executive roles, she sees opportunities for others. In smaller FTSE, charity, and sport groups that might not have their own Company Secretary, appointing Company Secretaries as Non-Executives helps bring governance expertise to the boardroom.

“If you fill the boardroom with just CEOs or ex-CEOs and CFOs, you’re not getting diversity of thought.”

As people work longer or shift to a give-back mentality, many want a seat at the table. Lyn asserts that Board Chairs must ensure diverse backgrounds and experiences to achieve a healthy, functioning board.

“I don’t accept that Company Secretaries lack financial experience.”

Boards often seek P&L backgrounds, but Lyn maintains that Company Secretaries with executive roles possess budgetary acumen and advise remuneration committees. Their financial understanding often spans the whole organisation, not just a single division.

“Many in the COSEC space deeply understand how to safeguard shareholder and stakeholder interests.”

What sets Company Secretaries apart is their record in strategic planning, transformation, and aligning stakeholders. They’re tuned into the strategic process, understand sector and political environments, and use this knowledge to inform future planning. Board Chairs should carefully identify gaps in the Board’s views and background, and consider whether a Company Secretary could address them.

Three key takeaways for effective boards:

1.      Be open-minded about the skill sets that governance professionals and Company Secretaries bring to the boardroom.

2.      Consider all Board members’ skills and fill gaps with versatile contributors.

3.      Identify the risk horizon and understand what’s likely to impact strategy in the coming years, ensuring the Board can address these challenges.

Join The Better Boards Community

We’d love to connect! To join our community, discover our approach, or share your ideas on The Better Boards Podcast, contact us at inf

Come Join The Better Boards Community

We’d love to get to know you! If you’d like to become part of the Better Boards community, discover our unique approach, and explore ways to work with us or share your ideas on The Better Boards Podcast series, drop us a line at [email protected].