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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.

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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 takes work, it can also be quite fun.

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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.

3.     Prepare for it. Run exercises and test regul

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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.

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If you would like to become part of the Better Boards community, learn about our distinctive approach and explore opportunities to work with us or contribute to The Better Boards podcast series, get in touch at [email protected]. We love to hear from you.

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If you would like to become part of the Better Boards community, learn about our distinctive approach and explore opportunities to work with us or contribute to The Better Boards podcast series, get in touch at [email protected]. We love to hear from you.

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When organisations face a need for transformation, Boards must become catalysts for change. This requires specific behaviours so that Boards can successfully go beyond oversight to provide strategic leadership when it is needed most.

In this podcast, Dr Sabine Dembkowski, Founder and Managing Partner, is joined by Lan O’Connor, a global transformation leader with deep experience in enterprise change. Lan helped lead Capgemini from a European to an international footprint. Today, she serves on a number of high-profile Boards. 

“Change is part of life, part of business life. But transformation, thinking about transformation with a capital T, it's not a change.”

For Lan, transformation goes beyond routine change. It is a fundamental rewiring of a company’s centre of gravity while retaining the cultural core. It requires four things:  agreement that the current state is not viable, an articulated future state, a watertight business case, and a scale so immense that the transformation is the singular agenda for the executive team and Board for the duration of the transformation.

“For a board, often a transformation with a capital T is perceived as a risk with a capital R.”

The role of the Board when it comes to a proposed transformation is one of active strategic engagement. 

To Lan, in the first Board meeting about a transformation, the role of the Board is to vet the necessity of acting. The second step is to approve the business case. The third step is to scrutinise the approach and execution plans, as Lan believes the execution plan is where failure often hides, and Boards can make a significant difference. 

“It's the Board's role to make sure that it has a good beginning, a powerful middle, and that the end point allows the company to breathe at the new level.”

Lan sees the Boards as the Executive Producers of a blockbuster movie. Boards must thus address rational, political, and emotional elements in play. The rational element is the business case. The political element ensures the Board and management team can act, make tough decisions, and escalate issues. Emotional elements reflect the level of buy-in needed for the transformation.

“One critical element to have at a board level is an ally versed in the psychology of transformation.”

Many Board members have experience with transformations, but not necessarily as the leader accountable for the change. They need supporting perspectives. A transformation guide can provide support in tough moments, fight process fatigue, and give insights into the pace of change. 

“I always say to Board members or even Executive Board members … to adopt a kind of an interview mindset.”

Lan believes that Board members benefit when they can explain what is happening and why in terms that an outsider could understand. This minimises jargon and boosts transparency. 

The top three (plus bonus) takeaways from our conversation for effective boards are:

1.      Understand the rational, political, and emotional elements.

2.     Transformation is not a one-and-done exercise. Be attentive to the experience of the beginning, middle, and end.

3.     Mark the official beginning and end of the transformation.

4.    Seek out external perspectives to support the transformation experien

If you would like to become part of the Better Boards community, learn about our distinctive approach and explore opportunities to work with us or contribute to The Better Boards podcast series, get in touch at [email protected]. We love to hear from you.

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Governance professionals are no longer the quiet scribes in the corner. Today, they are critical voices at the heart of boardroom decision-making. In this episode, Dr Sabine Dembkowski speaks with Erika Eliasson-Norris, CEO of Beyond Governance and author of The Secret Diary of a Company Secretary, to explore how the role has evolved and why it remains misunderstood.

Through candid reflections and practical examples, Erika unpacks the challenges governance professionals face – from ethical tensions to boardroom politics – and shows how the role is changing as boards come under growing scrutiny.

“We’ve moved from record-keeping to future-shaping.”

In the past decade, governance professionals have shifted from the edges to the centre of organisations. They now help anticipate regulatory change, manage stakeholder expectations, and act as the ethical compass of the business. Erika emphasises this shift is less about technical skill and more about soft skills—the ability to demonstrate value, build trust, and step into an advisory role.

Emotional Intelligence (EQ) is central. Working in grey areas requires integrity, influence, and buy-in across the organisation. EQ allows governance leaders to express ethical standards and help boards make sound decisions under pressure.

“Organisations that do governance well avoid scandals and disasters.”

Yet, Erika believes the profession is still underutilised. Many boards lack dedicated governance leaders, missing opportunities to prevent crises rooted in governance failures. She sees a major opportunity for boards to embrace governance professionals as strategic advisors rather than administrators.

Technology is accelerating this shift. AI can now handle much of the administrative load—board packs, decision logs, registrars—freeing governance professionals to focus on strategy: ethics, risk foresight, regulatory impacts, and shareholder alignment.

“A great governance advisor flexes as needed while keeping an ethical compass – their North Star.”

Strong governance is about clarity of decisions, anticipating downstream impacts, and communicating choices transparently to stakeholders. Erika calls this “governance with grit”: standing up to powerful leaders, holding firm to values, and ensuring boards don’t sacrifice trust for expediency.

“The biggest myth about Company Secretaries is that they just take minutes.”

In reality, governance professionals leave fingerprints on major board decisions—though often invisibly. Erika’s book highlights hidden stories from eight Company Secretaries at high-profile firms, showing how their decisions impact thousands of stakeholders worldwide.

With technology creating more space for strategic work, Erika believes it’s a fascinating time for new professionals to enter governance. Success requires comfort with uncertainty, listening skills, and a strategic, advisory mindset. Governance is not about ticking boxes—it’s about helping steer the organisation with courage, clarity, and trust.

Top takeaways:

1. In just a decade, governance professionals have become trusted strategic partners, helping boards navigate uncertainty with clarity and courage.
2. Good governance isn’t about compliance—it gives boards confidence to act decisively and ethically, turning governance into a competitive advantage.
3. Boards should treat governance as the steering wheel, not the brakes, to navigate complexity with vision and integrity

If you would like to become part of the Better Boards community, learn about our distinctive approach and explore opportunities to work with us or contribute to The Better Boards podcast series, get in touch at [email protected]. We love to hear from you.

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When organisations face a need for transformation, Boards must become catalysts for change. This requires specific behaviours so that Boards can successfully go beyond oversight to provide strategic leadership when it is needed most.

In this podcast, Dr Sabine Dembkowski, Founder and Managing Partner, is joined by Lan O’Connor, a global transformation leader. Lan helped lead Capgemini from a European to a global footprint. Her board experience spans Trinity Business School, Landmark Transformation, and Commercial Policy at the UK Cabinet Office during COVID-19. 

“Change is part of life, part of business life. But transformation, thinking about transformation with a capital T, it's not a change.”

For Lan, transformation goes beyond routine change. It is a fundamental rewiring of a company’s centre of gravity. It requires four things:  agreement that the current state is not viable, an articulated future state, a watertight business case, and a scale so immense that the transformation is the singular agenda for the executive team and Board for the duration of the transformation.

“For a board, often a transformation with a capital T is perceived as a risk with a capital R.”

The role of the Board when it comes to a proposed transformation is not passive oversight. It’s active strategic engagement. 

To Lan, in the first Board meeting about a transformation, the role of the Board is to vet the necessity of acting. The second step is to approve the business case. The third step is to scrutinise the approach and execution plans, as Lan believes the execution plan is where failure often hides, and Boards can make a significant difference. 

“It's the Board's role to make sure that it has a good beginning, a powerful middle, and that the end point allows the company to breathe at the new level.”

Lan sees the Boards as the Executive Producers of a blockbuster movie. Boards must thus address rational, political, and emotional elements in play. The rational element is the business case. The political element ensures the Board and management team can act, make tough decisions, and escalate issues. Emotional elements reflect the level of buy-in needed for the transformation.

“One critical element to have at a board level is an ally versed in the psychology of transformation.”

Many Board members have experience with change, but not necessarily as the leader accountable for a transformation. They need supporting perspectives. A transformation guide can provide support in challenging moments, fight process fatigue, and give insights into the pace of change. 

“I always say to Board members or even Executive Board members … to adopt a kind of an interview mindset.”

Lan believes that Board members benefit when they can explain what is happening and why in terms that an outsider could understand. This minimises jargon and boosts transparency. It also helps manage Executive Team perceptions and keeps a forward focus. 

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

1.      Understand the rational, political, and emotional elements.

2.     Transformation is not a one-and-done transaction. Be attentive to the experience of the beginning, middle, and end and seek out external support from subject matter experts.

3.     Mark the official beginning a

If you would like to become part of the Better Boards community, learn about our distinctive approach and explore opportunities to work with us or contribute to The Better Boards podcast series, get in touch at [email protected]. We love to hear from you.

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Owner-led organisations are the backbone of economies worldwide. Yet when the primary stakeholder is in the room, Boards must navigate a unique set of dynamics to be effective with governance, strategy issues, and advising.

In this podcast, Dr Sabine Dembkowski, Founder and Managing Partner of Better Boards, is joined by Tina Mavraki, who brings 27 years of board finance and natural resources experience to the conversation. A Chartered Portfolio Director, Tina held senior roles at Morgan Stanley, Citi, and Noble Group, where she scaled up multi-billion-dollar businesses. Her board portfolio spans FTSE100 candidate Metlen Energy & Metals S.A. and First Bauxite. 

“Invariably, owners invite a Board into their structure because they're looking to make a transformation.”

In Tina’s experience, the biggest reason owner-led companies establish a Board is for help with a significant change or transformation. They anticipate this development and aim to expand the pool of expertise and guidance available to them.

“What owners get out of this is perspective.”

Owners have a vision, but a Board provides perspective. This offsets an owner’s personal limitations and helps expand a vision into a coherent and workable plan. Boards also provide the emotional, mental, and tactical support for major transformations.

“Boundaries are the most beautiful tension you can get.”

For Tina, the way the Board and the owner define, expand, and refine boundaries is a significant experience. Figuring out lines and limits, understanding how those need to evolve to fulfil future ambitions, and creating workable succession, continuation, and growth plans are all places where Board members can have a measurable impact 

It begins by building trust. This is especially important in owner-led firms. In most cases, the owner will know vastly more about the organisation’s operational details. So, Tina recommends that Board members make extra effort to understand the organisation and its structure, how it generates profits, and all its key players. 

“You need to understand very intimately the founders themselves. What are the key attributes that have brought this person here?”

In owner-led organisations, the Board and the owner have a more personal relationship. To make effective interventions, provide mentoring, or offer quality advice. Tina believes that Directors must first gain a deep understanding of the owner, including their strengths and areas for growth. Then, for best results, coordinate with the Board as a whole on sensitive conversations or strategic interventions.

“I like Advisory Boards very much… they are a beautiful forum.”

For owner-led companies where a full, formal Board is not a fit, Tina likes Advisory Boards. To her, they can bring in guest experts to dive into issues. This rotation of minds also brings access to senior-level experts who may not have the time for a Board role, but who are willing to come and share their knowledge. 

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

1.      Make time to understand the operating environment, the priorities, the players, and when and how to intervene. 

2.     Lean into the Board process. 

3.     Board impact is visible, critical, and direct, with immediate feedback.

If you would like to become part of the Better Boards community, learn about our distinctive approach and explore opportunities to work with us or contribute to The Better Boards podcast series, get in touch at [email protected]. We love to hear from you.

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When pressures mount, Boards often default to easy narratives. Yet, today more than ever, it is important for Boards to pursue the uncomfortable truths. Critical thinking, discernment, and strategic dissent are key advantages Boards want to cultivate and celebrate.

In this podcast, Dr Sabine Dembkowski, Founder and Managing Partner of Better Boards, connects with Alex Edmans, Professor of Finance at London Business School. Alex holds a PhD from MIT and was previously a tenured professor at Wharton and an investment banker at Morgan Stanley. An in-demand speaker, Alex also serves as a Non-Executive Director of various high-profile organisations and a Fellow of the British Academy and of the Academy of Social Sciences. 

“Rather than making broad claims … what I try to do is be more granular and look at the specific … dimensions that pay off.”

Alex sees Boards falling into common traps by failing to appreciate and acknowledge the nuances. Is sustainability universally and unequivocally the right path forward in all situations and at all times? Stated in this way, it is clear that the answer is no, yet boardrooms around the world hesitate to raise even slight amounts of dissent or debate.

It is the same with other situations Boards face. A lack of consideration for specificity, nuance, and the latest peer-reviewed research sets Boards up to be victims of trendy thinking, unprofitable generalities, and unproductive solutions.

“Think critically. If there is a study, think about “Are there alternative explanations for that result?”

Alex believes boards can avoid intellectual traps by engaging in critical thinking and intentional questioning. Look for alternative explanations to prevent being misled by industry headwinds or tailwinds, to avoid confusing rare talent with repeatable success, and to guard against internal biases. 

Imagine the opposite of the result presented in any given study – would the reaction be the same? Even this simple challenge can be enough to reawaken discernment and activate critical thinking pathways. It helps separate signal from noise.

“Actively seek dissent, reward it, and be wary of the fact that you as Chair … might unintentionally reduce dissenting opinions.”

Chairs play a special role in fostering debate and discernment. Alex advises Chairs to refrain from giving their opinion first, create space for other views and avoid anchoring topics on “approved” outlooks. Further, when dissent or objections are overruled, reinforce that there was value in the conversation even if the decision went in a different direction. 

“Every company says we value a diversity of opinion, but when the rubber hits the road, how many of them act in that way?”

Alex sees some companies treat dissent like a luxury reserved for good times. Yet, tough times are when honest debate and differing viewpoints matter most. 

He acknowledges this is not easy. Simple to say, but not easy to do. Still, defaulting to the status quo is the ultimate risk. You want to be different from your competition.

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

1.      Academic research matters. 

2.     Critical thinking matters. Question the things you want to be true. 

3.     Encourage dissent within others.

If you would like to become part of the Better Boards community, learn about our distinctive approach and explore opportunities to work with us or contribute to The Better Boards podcast series, get in touch at [email protected]. We love to hear from you.