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    Governance - Are boards part of the problem or part of the solution? | Ralph Ward, Editor, The Corporate Board

    en-gbSeptember 21, 2023
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    About this Episode

    So much of the global discussion of corporate governance focuses on the major themes – ESG, sustainability, stakeholder rights, executive pay, and government regulation. Yet corporate board members on the boardroom front lines often wrestle with basic but crucial issues of "boardsmanship." How do the well-meaning, part-time amateurs on a board meaningfully direct and monitor a complex business operated by full-time professional managers? Are we demanding more tactical oversight from boards than they can realistically deliver? Has the "Board of Directors" model become a dangerous anachronism?

    In this podcast, Dr Sabine Dembkowski, Founder and Managing Partner of Better Boards, discusses governance with Ralph Ward, who is an internationally recognized speaker, writer, and advisor on the role of boards of Directors and the future of governance worldwide. He is publisher of the online newsletter Boardroom INSIDER, the worldwide source for practical, first-hand advice on better boards and Directors, and he also edits The Corporate Board magazine. He is the author of six books on boards and governance.

    Key statements

    ·        "The corporate board model is the worst way of monitoring a large enterprise, except for everything else we have tried"

    ·        "Small adjustments can yield significant improvements"

    ·        "Work with the company secretary and their staff, who are the ghosts in the machine"

    ·        "One of the leakiest areas for online security and data theft are the outside board members; they're a loose cannon"

    ·        "Intelligent, savvy people know what they're doing, but the Board of Directors model collectively makes them dumb. It makes it difficult for them to come in, hit the bricks running, and know what to ask"

    ·        "There is very little training on how to be an effective board member and there is almost none on how to be an effective board leader, a Chair - and that's very dangerous"

    The three top takeaways from our conversation are:

    1.      Being on a board is not the ultimate feather in the career cap. Check whether you know what you're really getting into and are ready to take on the commitment, liability, and regulatory dangers (especially for a major public company).  

    2.     Ensure you have the time to commit. People at the corporate level on a Board of Directors are good time managers, yet they always underestimate the time and effort involved in taking on a board role. Take whatever seems like a reasonable amount of time - and double it.

    3.     Keep communication. Please do not leave the board meeting and not think about it until you get ready for the next board meeting. Assume once you're on a board, it's one more job you'll have to weave into your busy schedule.

    Please contact sabine.dembkowski@better-boards.com for a copy of the full-text blog

    Recent Episodes from The Better Boards Podcast Series

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    3.
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    4.
        Finally, Zack notes when it comes to boards, mentors, and advisors, adopt a "help them help you" approach. The more friction you can take out of the process, the more likely you are to get the help you need from busy people.

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    "Companies are asking entirely the wrong questions"
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    "For a board not to be asking these questions and, through their dialogue with management, learning how to ask better questions, I think, is a rather important abandonment of their responsibility"
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    "If you have a lot of data, that's a huge natural advantage with AI. And so the question becomes, how quickly can I train that data?"
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    2.
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    "The transition is greatly helped if you feel you've done what you need to do and what you thought you wanted to do as an executive"
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    "Getting transparent, honest feedback individually is super, super helpful for personal development. It's also really helpful for group dynamics"
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    "If you want to be successful, you need to be a contrarian"
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    "Good chairs need to have a high EQ"
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    "The sequencing of board meetings is a significant part of a successful board meeting"
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    "Keep admin stuff to a minimum"
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    3.
        Take time to reflect each day on what you're learning and experiencing, jotting down your reflections and insights so that you can incorporate them into your own continuous learning experience.

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    Why a good story is mission critical for boards | Jyoti Gupta, Story teller and award winning author

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    In this podcast, Dr Sabine Dembkowski, Founder and Managing Partner of Better Boards, discusses the importance of stories with Jyoti Guptara, who excels in helping leaders align narratives with corporate culture, fostering an environment where stories become a driving force for organizational identity and strategic direction.   

    "We really want to tell a story that can connect people, tell them what we're all about, and invite people to join us on that journey"
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    "The larger the organisation gets, the more important the story becomes"
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    "There are different stories for different contexts"
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    "Boards that do get storytelling right can be a lot more effective"
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    The three top takeaways for effective boards are:
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    2.
         When people hit you with fact statements or statistics, ask them to reframe it as an anecdote to give a fuller picture of the situation.
    3.
         Practice telling stories every day. This will help you hone that tool in low-stakes situations so that you can shine in high-stakes environments.

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    Executive Pay - Striking the right balance between Executives and stakeholders | Paul Norris, Senior Partner MM&K Limited

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    "There's no doubt the role of remuneration committees and remuneration committee chairs has become more demanding"
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    "What works well is being visible"
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    "Don't report what you'd like to do, report what you have done"
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    "There's a much, much greater use of ESG performance targets"
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    Controlling the company story and crafting a consistent narrative is key. You want to tell a story both stakeholders and regulators can understand and be able to match your story to demonstrate progress against targets. 

    "The money's got to come from somewhere"
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    The three top takeaways from our conversation are:
    1.     Don't be afraid to ask the right questions. They may be difficult questions, and that's the point.
    2.
        Get on the front foot and tell the story! Engage with stakeholders and shareholders.
    3.
        Ensure there is a robust corporate governance framework to which both executives and non-executives have fully bought in.

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    The inspiring life of a Director | Paul Halpin, Non-Executive Director

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    Paul is an accomplished Non-Executive Director and Chair of Audit & Risk. After 25 years at PwC in Europe and South Africa and eight years as an entrepreneur based in Mauritius, Paul became a portfolio Non-Executive Director. 

    "One had to dream of the possibilities of working overseas"
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    "There was an entrepreneur always trying to get out"
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    "After a successful exit, there's a natural inclination to step back… but it was also natural for me to work with other entrepreneur-led businesses"
    Paul notes he is uniquely able to relate to entrepreneurs. This made being approached to be on his initial two boards feel quite natural and organic for him – he recalls there being no pressure about forcing it as a next step. 

    "My work ethic, my hard-working time as an entrepreneur, was appreciated when I joined other people's boards"
    Paul has a strong work ethic from his years at PwC. He also understands how to work hard in one's own business. His independence is also an advantage. Paul comes to boards as a financially independent player, free from encumbrances on his judgment. 

    "The commonalities are greater than the differences"
    Paul says that while everyone he works with comes from very different backgrounds, they have more in common as members of a board than one might expect. Their motivations are similar in terms of getting to the best solutions. He feels board effectiveness overall is enhanced by having top talent from a multiplicity of backgrounds involved and that rather than focusing on differences, his boards just get on with it in terms of problem-solving, evaluating strategy, and doing top-tier analysis.

    "Most people I've met in the boardroom haven't gotten there by following a conventional path"
    Paul says that while a board member's resume might imply they've followed a conventional path, most truly exceptional board members have a deeply individual story to tell. 

    The three top takeaways from our conversation for effective boards are:
    1.      Life is not a dress rehearsal. Focus on happiness in your life, which will help you in your directorships.
    2.
        A strong work ethic, while remaining focused on the strategy and the long-term, will earn the respect of your colleagues
    3.
        Always ensure you have a financial cushion to be truly independent in your board directorships.

    The Better Boards Podcast Series
    en-gbNovember 16, 2023

    On being an effective Non-Executive Director | Marianne Loner, Non-Executive Director

    On being an effective Non-Executive Director | Marianne Loner, Non-Executive Director

    One of the most frequently asked questions to Better Boards is “What does it take to be an effective Non-Executive Director?”  This podcast will shed some light on the topic.

    In this podcast, Dr. Sabine Dembkowski, Founder and Managing Director of Better Boards, discusses how to be an effective Non-Executive Director with Marianne Loner. Marianne spent 35 years in an executive career in investment banking, commercial lending, and asset management in London, New York, Chicago, and Zurich with global organizations.  For the past 12 years, she has served on Boards in Latin America, the Caribbean, and Europe.

    “Time flies when you are having fun!”
    Marianne takes her work on boards very seriously but says there’s no doubt that after a long and successful executive career, it has been very enjoyable to bring her expertise to the companies she serves. She chooses to focus on emerging markets so that she can quickly make a visible difference with ESG and economic development in multiple countries.

    “If you’re in one industry, you end up having very strong content”
    Marianne says that while she works all around the world, by keeping her focus on one industry – financial services – she is able to be more effective. She can come into a company with a deep understanding of the regulatory frameworks, the competitive environment, and how firms can make the changes needed to innovate and be truly client-focused.

    “No one country has a monopoly on best practices”
    Marianne explains that governance and best practices can be very different between countries, which board members who stay in one region or country miss out on experiencing. Thanks to her global focus, she is able to make connections and see how different policies play out in different cultural and economic environments. This gives her a unique perspective.

    “Have a clear idea of what you bring to the party”
    To be an effective Non-Executive Director, Marianne feels that board members should have a clear picture of what they’re bringing to the role. How are you being expected to contribute? What role do you play in the dynamics of the board, in the decision-making, and in the company culture? Marianne recommends new Non-Executive Directors spend time actively listening and gaining an understanding of the company so that they can develop an effective personal strategy for influencing and shaping decisions, strategies, and tactics. 

    “I read the entire pack, even footnotes!”
    Board effectiveness depends on adequate preparation. Marianne has seen boards where members are not reading all the materials being provided, which she feels places them at a disadvantage in their contribution. For her, to be an effective contributor, it is vital to read every part of board packets, with a special focus on matters arising. 

    “Hindsight is important for tackling issues that are still unresolved”
    Marianne knows that the mandate for board members is to provide insight, oversight, and foresight. However, when issues aren’t resolved, hindsight can be useful, provided that the whole board meeting isn’t consumed by hindsight. 

    The three top takeaways from our conversation for effective boards are:
    1.      You cannot operate in a vacuum. To be effective, spend the time to build relationships with other board members and management.
    2.
        Silence does not serve the business. Have courage and stand up for what you think is right.
    3.
        To be effective, understand the details of the business but let management do their job so that you can keep a strategic focus and long-term viewpoint. 

    The Better Boards Podcast Series
    en-gbNovember 02, 2023

    The Board as a Team | Petri Hofste, Non-Executive Director

    The Board as a Team | Petri Hofste, Non-Executive Director

    The Board as a Team may be a surprising topic. Are Boards of Directors individuals in a group or a Team? If the Board is a team, who is on the team - the Execs, the Non-Executives, or both? The academic literature and practitioners are ambiguous about whether a Board is a team or not.

    In this podcast, Dr Sabine Dembkowski, Founder and Managing Partner of Better Boards, discusses the concept of the Board as a team with Petri Hofste. Petri was for several years the No. 1 NED in the Netherlands (according to the independent analysis annually conducted by Management Scope). After a successful career as a CFO, she embarked on a portfolio career. She serves on leading organisations in the Netherlands. For her, it is vital that the Board is a team.

    "A diverse Board means that in order to make it work, you have to work harder"

    "The starting point is truly being interested in each other, as well as in the task at hand"

    "Ensure that you focus on the right issues, and also ensure that you do not focus and do not discuss what doesn't need to be discussed"

    "It generally works best if company secretaries really ensure to team up with the chairs"

    "If you do not like being on a Board. If you do not feel connected to the other people on the Boards, how can you bring the best in yourself to that Board?"

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

    1.      A Board needs to invest in being a team. 

    2.     Understanding where people come from and bringing forward the strengths of every individual as well as the strengths of the team is worthwhile. This investment needs to be on the personal and organisational levels. 

    3.     Board members owe the companies they serve and society to bring the best out of each individual on a Board.

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