One Minute Governance

Head to http://www.groundupgovernance.com for more   TRANSCRIPT: Hi everyone, this is Matt Fullbrook and I'm back on the Ground-Up Governance platform after a long absence and I've got a new idea. If you're listening to this on a mainstream podcast platform and don't know what I'm talking about, head over to groundupgovernance.com and just start putting poking around. It's the only place you'll be able to check out this new idea, at least for the time being. So, long story short, I created Ground-Up Governance with the amazing Nate Schmold. He's the illustrator who effectively made this whole thing worth following. After a couple of years, Ground-Up Governance became too hard for both Nate and me.    Don't get me wrong, this is for sure at or near the top of the pile of most fun and gratifying things I've ever worked on. But it's so much very difficult work and it got to the point where each new post felt like it was less important than the previous one, but no less difficult or time consuming. Then we both got distracted by other professional and personal things and, well, lots of time passed. So here we are. Sorry about all that.    Just so you know, Nate and I are starting to work on what I hope will turn into another large scale and super fun project. Time will tell on that one. Anyone who follows Ground-Up Governance will be the first to know. In the meantime, I have a cool thing that I want to try out. I'm going to put out new episodes of the Sound-Up Governance podcast, but make them a little bit more like the format of my One MinuteGovernance show.    What I want to do is have conversations with interesting people in the corporate governance space. But instead of turning the recordings into long and heavily edited podcast episodes, I'm going to, you know, grind them up into smaller bits. Get it? I expect each episode to be somewhere in the 3-7-ish minute range. I'm also going to use them as an opportunity to craft some music. Some of it might be kind of janky because I'm not going to have a ton of time to put into it, but the goal is to have different music for each episode, even if some of it is kind of embarrassing or unfinished.    This whole thing is going to start off with someone Ground-Up Governance followers will already know: my awesome friend Andrew Escobar, who's an experienced corporate director, a big governance thinker, an open banking nerd, and one of those obnoxiously thoughtful, generous and fun dudes. He and I had a conversation recently that I think will make up the first 13 or 14 episodes of this project. I'll post the first two on January 20th so be sure to subscribe before then to stay up to date. If you like what you hear then please be bold and let me know. I'm only interested in making content that you find useful, fun or otherwise worth checking out and I only know if you think it's worth checking out if you let me know. You can like or comment on the posts or send me a note privately or whatever else you want. And if you have ideas for people who might make good guests or if you might make a good guest that would be helpful too. I'll remind you about all this when the time comes. Just be prepared to send a thumbs up or down my way so I know how you feel for now. Happy New Year and thanks for listening. It's really exciting to be back at Ground Up Governance. See you in a couple weeks. 

OMG is written, produced, narrated and scored by Matt Fullbrook.   TRANSCRIPT: Here we are at the end of another season of OMG. Invariably, during the process of writing the last episode of a season of the show, I find myself wondering if I'll do another one. Not because I don't want to or because I think it's not worth it. It's just never clear if I'll have any more ideas, let alone FIFTY more ideas. So, who knows? Anyway, I don't know about you but I think this season has been the one with the greatest potential to transform and improve your board. It's been about taking the implicit and making it explicit. It's been about letting go of assumptions and making space for something new. It's been about taking time to validate the things we think we do really well and welcoming the potential to do things even better, even just a little. My hope in making this show is that every once in a while you might find something in here that sticks with you long enough to actually change the way you work with your board and executives – even if it's just a tiny change that lasts only one meeting…or even just one minute. Writing this season has caused me to re-think some of my own behaviours when working with organizations. I mean, without OMG I may never have started questioning my own concept – or lack of concept – of what good governance even is. So this is a long way of saying thank you for listening. If you enjoy the show, please share it with a friend and consider leaving a rating or review on your podcast app. It REALLY helps. And when the time is right, maybe I'll be back for a sixth season. See you then!

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 #49: What is the point of the question I'm about to ask? By proposing this question, I guess I'm basically recommending a bit of cognitive behavioural therapy for directors. I won't dive into CBT other than to say it can help people to develop habits to manage undesired thoughts or behaviours. And if you listen back to the intro of this season, you'll recall that the inspiration for the season theme is that I think boards and directors have been conditioned, or at least encouraged, to be question-asking machines without giving much thought to the real-world impact and results of those questions. Questions are great! I'm not suggesting you stop asking questions. But try to build the habit where, before asking the question, ask yourself what the point of the question is. If you're not sure, it might be a good idea to think about it before opening your mouth. If you ARE sure, then go ahead and ask the question. After asking the question, ask yourself if the question achieved its purpose. If not, what else might you try instead of or in addition to the question that might increase the probability that you get the result you hoped for. Could you frame the question differently? Could you make a statement instead? Could you take a break and reset? Could you share a video or song or podcast to help your peers engage differently next time? Could you perform an interpretive dance? I don't really care what you try as long as it's got a point, and if you don't get the result you wanted try not to blame anyone else, but instead consider trying a totally different approach.

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 #48: What, specifically, are we going to do better next time? I could've made this the shortest episode ever by just stating the question and leaving it at that. I suspect it's obvious what the point of this question is and why it matters. It forces us to abandon the assumption that we're perfect, and prompts us to make – and hopefully follow through on – commitments. The only reason I have more to say is that I don't want to pretend that this question is easy to answer. It's not. The universe of boardrooms is not overflowing with examples of cool new things to try or even little tweaks to conventional processes and approaches. But that doesn't mean we have to rely on our imaginations. I mean, the whole POINT of OMG is to give you ideas so that you don't have to come up with your own. And this is episode 250, so there's lots of material! So, if it's been a while, take a sec and scroll through the archives of the show and see if a title catches your eye. It might inspire a cool answer to today's question. Or read The Art of Gathering by Priya Parker or listen to Expert in a Dying Field by The Beths (the song or, even better, the album). Or if you're getting stuck on details, listen to Perfect Sound Whatever by Jeff Rosenstock. I dunno. Just try something! Also, thanks so much for listening. 250 episodes feels kinda unreal.

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 #46: Are we compromising instead of being intentional? Don't get me wrong: compromise is a useful hack. Both in the “let's make everyone equally unhappy” sense and the “let's shoot down the middle instead of taking an extreme position” sense. And I think compromise is often really appropriate in boardrooms. That said, compromise often turns into a habit, especially in situations where we're really time-constrained…like a board meeting. And doing things habitually is essentially the opposite of being intentional. Are your meeting pre-reads designed to make sure everybody can live with them, or are there certain parts that are designed to specifically engage certain people whose perspectives you'd really like to consider? Are your meetings structured to follow a predictable and accepted formula, or are you creating moments where spontaneity or creativity might thrive, at least fleetingly? I spent all of season 4 detailing conditions that matter, and about which you might be intentional. And remember, I'm not talking about revolution or even disruption. Just intention and habit breaking.

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 #46: Is the way we do things valuable for our owners/members? We've said before on the show – including a few times this season – that questions about owners or shareholders or members or whatever term is applicable for your corporation...have different implications and flavours in different jurisdictions. Let's also note that we're asking if the way we do things is “valuable” to our owners or members, not whether we're “CREATING value” for them because that implies a positive financial result, which can never be fully guaranteed no matter what we do. Doing things that are “valuable” to our owners or members might include exploring new ideas or opportunities. It might involve carefully navigating circumstances that might lead to disaster. It might involve mundane things like making sure we are being compliant and transparent and all that other good stuff. And if you've spent much time in boardrooms, you've probably spent a bunch of time doing stuff that your owners or members might find…let's say confusing. Not that the time is wasted exactly, but maybe you've gotten fixated on a relatively inconsequential detail or circled around an issue a bunch of times without managing to make a decision. Not bad, but not great. But sometimes it can be helpful to imagine your most significant owners in the room and ask yourself: “how impressed would they be by the way we do things?”

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 #45: Is the way we do things working for management? Today's question kinda revisits what we talked about back in episodes 214, 215 and 216, except at this point we've answered a lot more questions that will help us do a better job here. Even though for the most part I work FOR boards, it's most often management that reaches out to me first. In part it's because there's no really useful playbook for CEOs and other senior executives to get the most out of their boards. In part it's because executives ultimately have to live with the work product of board and committee meetings. And in part it's because the very construct of boards and board meetings – as awesome as they can be – is a weird distraction from the way executives really add value from day to day. And it can be hard for boards to fully sympathize with the experience of their senior managers – even when the directors themselves have lots of their own experience as executives. Today's question – asked every once in a while through a lens of curiosity – can orient the board's attention toward the consumer of their work product and potentially reveal interesting questions, insights and even opportunities to make things a bit better. Ultimately, the CEO is our employee and as such we're responsible for empowering them to do an awesome job.

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 #44: Is the way we do things working for my fellow board members? I did a session a few months ago with a group of board chairs of cool complex organizations. I made a case to them – similar to the one from the previous episode – that each person in the room has different needs and preferences, and that an important part of a board chair's work is to understand those needs and preferences the best they can and be intentional about giving directors opportunities to thrive. One of the participants had a very sensible question: “aren't directors supposed to do what they need to show up ready and willing to do the job well?” My response was that it HAS to be a both-and situation. As in, it's true both that the directors need to be as ready as possible to do an awesome job AND that an important part of a chair's job is to do what they can to empower board members to thrive. But why should it stop with the chair? Let's say you notice that one of your fellow directors is always too cold or too hot. Or that someone is struggling to understand a particular technical topic. Or that someone rarely volunteers to participate even when they likely have awesome insights to share. Or whatever. What could possibly be the downside to taking steps to improve the situation for your peers and increase the probability that they might be the best directors they can be?

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 #43: Is the way we do things working for me? I've said before on OMG and elsewhere that your work as a director isn't about you. You're serving others. Nonetheless, you're still a human being with your own preferences, moods, skills, experience and needs. Sometimes mundane things will dramatically affect the way you show up for something – even if it's something super important like your board work. Ever hear about that research that showed how judges assign different sentences to criminals before lunch than they do after lunch – even if they committed the exact same crime? Lunch matters. It's a fact. But other less mundane things also matter, like disability or illness or big life events or neurodivergence and so on. There's no such thing as a group of people who will all thrive under the exact same conditions. And there's no such thing as an individual person whose needs and preferences will be the same from year to year, or moment to moment. So, does the way your board does things work for you? What could be better? Listen back to OMG season 4 for a bunch of conditions that you might consider. Is the room too cold? Is the information too complex or not complex enough? Do you need lunch? It all matters because it affects the way you engage in the work of making decisions.  

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 #42: What are we excited about? I know that boardrooms aren't typically environments that provoke much excitement. And I'm not trying to pretend that getting excited is really the point of a board's work. But just because it's not the point doesn't mean that it's not worth aiming for. Yes, it's true that the emotions we feel when we're in an exciting moment can make it hard to approach decision-making rationally. In fact, there's cool science that shows excitement and fear, when mushed together, can incite risk-taking behaviour. But also the relationship between the emotional and the rational is complex, in that humans simply don't really make fully rational decisions. We have preferences, biases, and, yes, emotions that cause us to choose different things in different circumstances. But that's not exactly what today's question it about – what if there were a question, opportunity, experience or process or whatever that your board were collectively pretty excited to engage with or try out? Chances are you'd all go out of your way to be thoroughly prepared, well-informed, and ready to dive in and engage when the time came. Even though we can't expect every moment of every board meeting to be thrilling, it's worth aiming for every once in a while, even for a few minutes.

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 #41: What are we afraid of? I wonder if you've noticed something that I've started to notice lately. There's a bit of a trend among people who think and speak and write about corporate governance where some of them seem to be trying to pathologize the way that people behave in boardrooms. For example, classifying boardrooms as places where people are scared to speak up and where systemic power structures make it impossible for directors to call out bad behaviour or question status quo. Now, that might all be true. I'm no expert on fear. But in my experience it seems much more likely that everyone in the room is just doing their best, but the problem is that they're doing it only within the narrow scope of what counts as normal when it comes to boardroom processes and behaviours. And that, to me, is the fear: boards are often afraid to try new things. This, of course, gets reinforced by regulators and institutional investors who are often trying to impose more and more boxes for boards to tick. It's all mostly fine, I guess. Except we have no real evidence to suggest that those boxes are any good, let alone “best”. Here's what I'm getting at: what's something your board would really like to change or try, but is afraid to give it a shot because it might not conform with “best” practice or the expectations of the regulators or institutions? What might it take for us to give it a shot anyway?

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 #40: Is the way we do things likely to make the world a better place? It's a coincidence – an actual for real coincidence – that the chunk of my calendar that I had blocked off to write the last batch of scripts for this season of OMG landed on November 6th, 2024. I'm a Canadian living in Canada, but the weight of last night's US Presidential election is real and inescapable. And this episode is the first on my list of scripts to write today, which is coincidentally and deeply appropriate. There's a weird – is it a paradox? – inherent in the job of a corporate director. In any kind of incorporated entity. That paradox is that you are required to bring to the table your own experiences, perspectives and opinions, but that you're somehow required to do so dispassionately and independently. In fact, the very definition of your job is to serve others, although exactly which others depends in part on the jurisdiction where you serve. Here, in Canada, you're required to take into consideration the interests of every group and individual that stands to be affected by the actions of the corporation. That, of course, is impossible in a literal sense, but it's still a useful reminder to all directors in this country that it ain't about you. If you want to be confident that the way your corporation does things will make the world a better place, you can't rely on your gut, or on any other single set of opinions or perspectives or interests. Some of the stakeholders to whom you owe your duty will have values that clash directly with your own. To do your job well, you may be forced to confront truths that make you extremely uncomfortable. You will certainly need to admit it's possible you've been wrong all along. But that's the job. It's not about you. It's not even about the people who got you into this precious and high-status position. It's about ALL of the people you serve.

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 #39: How much should we obsess over our customers' needs and desires? I've only relatively recently become familiar with the world of business design. Ya, given my positioning for more than 20 years inside an academic institution with a powerful business design pedigree, I should probably be a bit embarrassed. But my shamelessness is so profound that honestly, I'm totally fine. Anyway, one of the core elements of business design or design thinking is an obsession with the customer. You can imagine, for instance, a company having what seems like a super cool idea and investing squillions of dollars and hours into it until it finally hits the market…only to realize that nobody cares. But this kind of obsession has implications not just in product design but also in things as big as corporate purpose or as operational as hiring practices or advertising or office design or whatever. And it's relatively common now for boards of directors to get training on design thinking, including being indoctrinated with the importance of obsessing over customers. I think this can be both a blessing and a curse. A blessing, for instance, when the board is engaged in dreaming about possible organizational futures. A curse, on the other hand, when we're all the way in the weeds on some operational minutiae that are already foregone conclusions. But that's why today's question is more about where we should set the dial. Not forever. In fact, it might just be for the next few minutes. But let's ask so that the topic is at least on the table and we don't take it for granted.

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 #38: How well do we really know and trust each other? You know what governance myth I find super nonsense? That it's somehow bad for directors to know and like each other. I remember way back in my early days as a researcher on governance projects at the University of Toronto we used to scan through public filings in granular detail looking for the tiniest shred of evidence that directors might have connections to each other outside the boardroom. Like, if it turned out that two directors were members of the same country club or something we would kinda feel like we'd found some sinister smoking gun. There's no *way* they could possibly demonstrate independent thought in the boardroom if they've both eaten the cobb salad at the same clubhouse or shot a 103 on the same golf course. And this type of cynicism still lingers everywhere in the governance narrative. You see elements of it baked into regulations and proxy advisor guidelines. You see it in the way that certain media frame their coverage of boards. You see it in the gripes of activist investors. But, like, let's think about this for a second. Boards need to make huge decisions under intense time and information constraints. We want them to consider diverse perspectives as quickly and thoroughly as possible. There's only one condition I know of that can cause a group of smart people to do that effectively: trust. It's hard to trust people you don't know. So, in my opinion, directors really *should* know each other and like each other and maybe even do stuff together. Yeah, maybe there are fine lines that we should be careful about, but I think the downside of boards NOT trusting each other is the greater risk.

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 #37: What's one thing we do that's completely useless? This is probably the most self-evident question in the entire season. It's true that baked into this question is an assumption that there's at least one thing your board does that is, in fact, completely useless. As in, it adds no value to anyone in any way. Maybe it's a routine agenda item that's lost its purpose over time. Maybe it's the way people put up their hands only to say “yes, I agree with what the last person said, and let me tell you why for the next five minutes.” Maybe it's the way you use Robert's Rules. Maybe it's the fact that the board insists that management create reports or other information that we know nobody cares about or will read. Maybe it's just your tendency to over-complicate or over-simplify things. Or to ask too many questions, or not enough questions. Or to be too quick to criticize management or too quick to let them off the hook. I don't know. It could be anything, really. Whatever it is, I know there's SOMETHING. And, sure, “useless” is probably subjective. Different board members might have different opinions and you may never completely align. I just sometimes like framing questions in extremes because it can be easier to come up with useful ideas. Like, this question would be harder to answer if it were “what's something you might do that could kinda be a little bit less useful than maybe some people probably wish it were?” I mean, we can all come up with a million unhelpful answers to *that* question. Hey, and bonus points if you have the guts to invite your executives to participate in this conversation.

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 #36: What are three things we wish management would explain to us in greater detail? Without looking, what do you know about the appendix? As in, the little tube jutting out of most humans' large intestines. I'm willing to bet that if I sampled 100 people listening to this episode, the only appendix-related knowledge that we all have in common is that sometimes something can go really wrong with a person's appendix and it has to be urgently removed. I have a suspicion that for most boards of most corporations there are a few things about the business where the board's knowledge is kinda equivalent to most people's understanding of the appendix. Some of us might know a lot about it – maybe because we had acute appendicitis and learned it all the hard way. Like a director who may have gone through a crisis and was forced to learn all the nuts and bolts about some weird law or regulation. The rest of us might have *heard* of that law, and understand implicitly that breaking it is bad, but not have any idea if or how it might apply to THIS corporation. Same thing goes for companies with super complex operations. There are probably some things about the way your company works that you know are important, and that management refers to occasionally, but that nobody ever took a second to step back and say, “hey, I think I'd like to know more about that. It seems important!” I bet you can think of three things that fit that bill. Better to know now than after your appendix has burst.

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 #35: What are three things we wish management would explain to us in simpler language? Nothing could be more appropriate than the actual 100% true fact that I wrote the script for this episode while listening to a compilation of Curtis Mayfield's greatest hits. The greatest hits aren't as satisfying as, say, just listening through the album Curtis top to bottom, but still. As for the relevance to this episode, if you know you know. On a similar note, episode 129 of OMG was called “Is Thing Explainer the best management book?” In other words, everywhere you look there are great examples in the world of people communicating complex information and ideas in simple and impactful ways. You won't find many of those examples in materials prepared for boards of directors. Which is fair, I guess. We're conditioned to believe that if we leave out the jargon and exhaustive details then we're probably failing to comply with some arcane rule somewhere. And in some cases that might be true. That said, just receiving all the jargon and exhaustive detail doesn't guarantee that the board will, y'know, get it. I am confident that if your board explores today's question together you will come up with some really useful answers, and everyone will be grateful. For the executives listening, feel free to use Thing Explainer and Curtis Mayfield as inspiration once the board shares their answers.

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 #34: Are we sure we use our experts well? It goes without saying that you can't just stick a bunch of smart people in a room together and expect them to get along, let alone to make patient and well-informed decisions together. Things get even worse when those people aren't just smart, but also have serious depth of expertise in areas that are directly related to the decisions that they need to make. Add to that the time scarcity and information asymmetry that are unavoidable characteristics of the work of a board and, well, we basically have the perfect illustration of why I think good governance is intentionally cultivating effective conditions for making decisions. If we're not intentional, then our experts will be set up…not to fail, exactly, but certainly not to be as awesome as they could and should be. Just turning to an expert and saying “hey, you're a pro at this, what do you think we should do?” is opening the door for the overconfidence effect that we talked about last week in episode 235. Just leaving things to chance and hoping everyone engages in the right way at the right time is, well, I suppose it's the opposite of being intentional and also unlikely to succeed. It turns out that we need to understand not only the nature of each person's expertise, but also a bit about their personality. We need to have a clear sense of what conversations we need to have (shout out episode 218). We need a sense of what insights management needs from the board. And once we know all that, we're ready to flip today's question a bit and ask: what do we need to do to make sure we use our experts well today?

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 #33: What's at the top of our expertise wish list? It's been a couple of months since episode 207 where I urged you to consider what, specifically, makes a director great. I have asked *many* directors and executives that question and they have never, ever, answered by listing areas of expertise. And I think that makes sense, right? There's no type or depth of expertise that, on its own, might make someone a great director. But that doesn't mean we don't need experts. In general, we've been conditioned to believe that the table stakes for boards include things like legal, audit, finance, strategy, executive experience, and so on. I could easily make a strong case for all of those. Without much more effort, I could make a case that they're expendable. It's also tempting to zoom in on emerging topics like AI or cybersecurity or DEI or modern slavery or whatever. Also all good options. And if we get an AI expert who's also a great director who could possibly deny we've accomplished something important? But there are only so many seats at the table and we can't tick every expertise box. And sometimes we might actually want TWO experts in the same area, right? So they can validate each other? I guess what I'm saying is that all expertise is optional, so if we're resisting the urge to anchor to the status quo what would be at the top of our wish list? If we could add precisely one new area of expertise to our board, what would it be?

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 #32: How might we empower the loudest directors to be better listeners? Having an ultra-confident expert on a board is a blessing and a curse. I suspect I don't really have to explain what I mean – it's pretty obvious. I mean, confident expertise, when the expertise is relevant to the work of the board, is a shortcut to managing information asymmetry and ensuring the board is able to be, y'know, useful. But there's a very fine line between high confidence and OVERconfidence. Overconfidence is dangerous. I talked about this back in episode 119, and there's tonnes of cool stuff you can read about the perverse relationship between expertise and confidence by Googling “overconfidence effect”. The other issue with confidence is that the most confident people on boards are the ones who will most readily participate, and will feel most uncomfortable with even the briefest breaks in action. But think about those of us in the room who have less expertise, but whose perspectives might still be critical to making sure we consider our decisions most thoughtfully. We might need a few more seconds or minutes to think. We might need a bit more information. We might not have the confidence or footing to challenge the experts in the room. The moment those experts start getting expert-y, the quieter among us will be more likely to just defer. And that's a missed opportunity for everyone. Even our experts would be better off having more perspectives to consider. So, what approaches might you try to empower your experts to be listeners first?

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 #31: how might we empower our quietest directors to make an impact? There's a surprisingly common and patently absurd notion in the world of boards and corporate governance. It goes something like this: when we recruit a new director, we don't really expect them to contribute much in the first year – mostly we want them to listen and learn. Most of you OMG listeners will be familiar with this position, and already know that it's kinda dumb. Because here's the thing: board seats are scarce. Precious, even. Why the heck would you be OK with one of those seats being filled with someone who's not empowered to engage, participate and contribute on equal footing with the rest of the board? A much less dumb approach to a new director would be to ask yourself, “what would it take for this new director to participate at 100% from day 1, and how are we going to do our best to make sure that it'll happen?” Now think about the quietest director at the table, whether they're new or not. Most of the boards I meet are sitting there wishing that director would say more and participate more willingly. Well, what would it take for that director to participate more, and how are you going to do your best to make it happen. Spoiler alert: just pointing your finger at them and asking them to participate isn't going to get it done. Don't be lazy. Do the work.

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 #30: How many of us wish our work were more spontaneous? I admitted in the last episode – to nobody's surprise, I imagine – that I generally prefer the unpredictable over the predictable. That doesn't – and shouldn't – mean that anyone else should feel the same way. But it does mean that in a generally super-structured environment like a board meeting, one of two things is happening. One, I am trying my best to be useful, but am never really able to give my best. Two, I am subtly or unsubtly pushing for cool stuff to happen, thereby annoying the structure-preferring people in the room. And they're right to be annoyed! If the meeting were in a spontaneous and experimental mode, our positions would be reversed. They'd be less useful than they could be and probably subtly struggling to rein in the chaos. But this is actually a good explanation for why we generally struggle to get the best out of everyone at the same time. The fact is that no one approach or model will be well-suited to the wide range of personalities and preferences in the room. And for what it's worth I can *guarantee* that there is a wide range of personalities and preferences among your board members and executives. Do I have a brilliant suggestion to address this challenge? No. But again, you can't solve a problem that you can't describe. So ask 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 #29: how many of us wish our work were more structured? Ever notice how lots of people get uncomfortable the moment things get unpredictable? It's both normal and understandable. And thankfully, most boards and executives approach their work together in a pretty structured and predictable way. But that can make it even more jarring when something unexpected happens, or when someone in the room starts suggesting (or insisting) that we try something new. Even though I personally feel more comfortable in situations that lean toward the unpredictable – at least most of the time – I think it's obvious that there's nothing right or wrong about preferring structure. And I bet you can picture how someone's preference for structure and predictability might affect the way that they engage in discussions at a board meeting. As long as we're sticking pretty close to the scheduled topics and not introducing any significant new information, they're right at home. But instead of making an assumption that anyone – or everyone – is happy with the balance we have, why not ask? What if it turns out all of us would prefer to increase the predictability of our meetings? Wouldn't that be an important bit of information?

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 #28: How many of us would benefit from an occasional change in scenery? In episodes 192 and 193 of OMG I talked about the importance of breaks and physical movement. These are not trivial nice to haves – they are critical to making sure that people are cognitively engaged and comfortable – both of which we can all agree are important to board effectiveness. Speaking of trivial, it's maybe a bit too easy to trivialize breaks and think of them just in terms of gaps in our agendas for people to do with what they please. Mostly to grab a coffee and get caught up on email for 15 minutes. But we all know that that's no break at all. It's like if I giftwrapped your overflowing work phone and presented it to you like the greatest gift in the world. No, breaks are different from simple agenda items. If you could design the ideal break – one with no constraints, anything is on the table – what would it look like? We might all come up with something different, but I suspect almost everyone's dream break would include a change in scenery. Maybe you're out on a walk or sitting on the beach or up on a roof or on your bike or whatever. And the thing about a change in scenery is that you don't even need a break to get it done. You could hold different parts of your board meeting in different rooms or have a quick walk and talk or even just play musical chairs. So, how many of us would benefit from an occasional change in scenery?

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 #27: How many of us would like our board meetings to feel more “creative”? As any casual OMG listener will already know, I spend a lot of time encouraging corporate directors and senior executives to do things that are outside of the range of normal behaviours in boardrooms. First off, I'd like to argue that the range of normal behaviours in boardrooms is way too narrow and doesn't work very well. But second, I am compelled to admit that it can be hard to find the confidence to try things that literally nobody else has ever tried, even when everything that everyone *has* tried doesn't work. To that end, I often get challenged by my clients and students on that exact point, usually in the form of “that all sounds fine, Matt, but how do you expect me to go into my boardroom and actually do this stuff?” My initial response often involves the subject of today's episode. I will look around the room and say, “OK, raise your hand if, in general, you would like your board meetings to feel more creative, whatever that means to you?” Every time I've asked this question, more than three quarters of the people in the room raise their hand. And what I'm try: first, that we are all open to trying new things and as a result you probably won't face as much resistance as you think. Second, just asking a show of hands question requires basically no permission, gets you immediate and valuable information, and in itself injects a bit of active and creative engagement into the flow of a meeting. Creativity doesn't have to be difficult or complicated or transformative. But it does have to push you outside the range of normal behaviour.

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 #26: How might subtraction help to solve our stickiest issues? Back in episode 189, I talked about the amazing work by Leidy Klotz and others on a cognitive bias called “subtraction neglect”. Basically, subtraction neglect describes that our brains find it really easy to consider solutions to problems that involve adding stuff and really hard to think of solutions that involve taking things away. Unlike most cognitive biases, we can short circuit subtraction neglect just by asking “how might we solve this problem through subtraction?” So that's what I'm urging you to do in today's episode. Think of a typical board meeting – and I don't care if your meetings are one hour long or three days long – I think it's safe to assume that you discuss approximately two important problems per hour. Maybe more, maybe less, but two-ish on average. Every single one of those problems will be compromised by subtraction neglect. Even more important are the problems that you've put up with forever – maybe you even assume they *can't* be solved. Things like information overload or getting stuck in the weeds or whatever. Instinctively, we can see that trying to solve those problems through addition could sorta work, but will probably unintentionally make things a bit worse. But if we get into the habit of asking “how might we solve this problem through subtraction?” We're opening ourselves to a whole new world of ideas.

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 #25: Is our pain really necessary? In the previous episode, I admitted that work sometimes sucks, and the work of a board is no different. Despite the fact that we can never completely avoid or alleviate the pain of board work, that doesn't mean we shouldn't try. So now that you've identified and described your pain points, the next question is whether we really have to suffer, or if there might be a different path. The fact is that almost everything that boards do is optional. In other words, the list of specific activities that a board *must* perform is short. Now, there's tonnes of optional stuff that boards *should* do to make sure that their butts are covered and that they feel confident they've discharged their duties. But even here, the range of approaches that boards take to discharging their duties is strangely narrow. Making matters worse, boards have a tendency to want to model themselves after each other. Whenever they need to do something new or different, the first question is “well, what are other boards doing?” The answer, I'm afraid, is “nothing very interesting.” What I'm getting at is that a lot of your pain might be unnecessary, but you'll never find out if you're not open to ditching some of the optional stuff and resisting the urge to seek validation from other boards. As long as you're complying with laws and regulations, I think it's worth experimenting with novel approaches to pain relief.

Check out Matt's tour schedule here: https://ffm.live/MattinOz   TRANSCRIPT: Hi everyone. Matt Fullbrook here. This is a quick bonus episode of OMG to spread the word to everyone who follows the show that I'm going to be in Australia and New Zealand next month on a bit of a roadshow. Over the course of the month, I have stops in Brisbane, Auckland, Melbourne and Sydney (in that order) with events tailored for everyone from students to board chairs to CEOs to generally curious nerds. There are breakfast events, cocktail events and casual dinners. If you're going to be in any of those places in October, or if you know anyone who is, check out the link in the show notes for an evolving list of dates, including links to get tickets or submit RSVPs. If you're hearing this, I assume it means you're a fan of the show, and if you like OMG you'll really enjoy all these sessions. Thanks for checking it out and spreading the word. Hope to see you down under.

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 #24: What are the most painful elements of our meetings? The work of a board is, well, work. And for almost all of us, work sometimes sucks. The fact that work sometimes sucks is not an indication that something is wrong. It's just often a fact of life. As long as it also doesn't suck – preferably most of the time. So, with that out of the way, board meetings are sometimes painful. Different parts of board meetings might be painful to different participants. For example, what's painful for the board is often less painful for management and vice versa. But in almost all of the cases I've encountered, there are parts of board meetings that are painful for everyone. Maybe it's the times when we pull something out of consent agenda. Maybe it's the presentations by that one executive who's just kinda boring. Maybe it's every time that jerk – let's call him Matt – opens his mouth and goes on and on about some nonsense. Maybe it's the sheer quantity and weight of the compliance burden we face. Again, I'm not saying that the pain is necessarily bad, and I'm certainly not trying to imply that I know how to relieve all your pain. But if pain relief is to be found, we need to start by naming it.

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 #23: What might I do to make things a bit better? Conventional definitions of corporate governance frame it as something that exists: a system of processes and structures that promote transparency and accountability or some other such nonsense. Nonsense because it leaves us with the impression that corporate governance isn't something that actual people actually do. There's a similar problem with thinking of corporate governance only as a thing that belongs to the board, as a whole. As in, nobody other than the whole board collectively might have any impact on corporate governance. A weird implication of that framing is that it obscures the fact that individual directors matter. Personally, I believe that an individual director or senior executive can cause good governance to happen. This won't surprise anyone who's followed this show for a long time, but when a single person is intentional about the conditions that affect our decisions, that person is literally doing good governance. Just them, on their own, doing good governance. So, what might *you* do to make things a bit 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 #22: Is benchmarking a sensible way to set CEO pay? If you haven't listened to the previous episode about knowing whether your CEO is doing an awesome job or not, you might want to take a sec and do that. A very large proportion of organizations I meet, and probably 99% of listed companies in the Western world all set their CEO's compensation amount and structure in large part based on comparisons to their peers, also known as “benchmarking”. This makes sense if you believe that the most important part of CEO compensation is to avoid having your CEO quit and leave for another organization that pays better. The thing is, we have no idea how low a CEO's pay would have to go before they might quit. And if we combine that with the stuff from the previous episode about how hard it is to know whether a CEO is any good or not, then we're left with an important question. The one that's the subject of today's episode. One of the main problems with basing CEO pay on benchmarking is that it causes CEO pay to increase rapidly from a starting point that was already unjustifiably high. But even if we don't care too much about the amount, benchmarking also lets boards off the hook of thinking too hard about what truly effective compensation really looks like. I promise you the answer to that question is not “effective compensation for our CEO looks like whatever everyone else is doing.” So, is benchmarking really a sensible way to set CEO pay?

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 #21: How do we really know if our CEO is doing an awesome job? Did you know that there's no evidence that the market for CEOs is efficient? An efficient market is one where supply and demand are basically equal. When a job market is efficient it means that both sides of a potential transaction have lots of information about each other and they are able to confidently assess the talent of the candidates, the appropriateness of the compensation, etc. We don't have any of that for CEOs. There's a great summary of this in Larcker and Tayan's amazing paper Seven Gaping Holes in our Knowledge of Corporate Governance, which I've referenced a few times on this show. Anyway, since we have no objective way of knowing whether our CEO is the most qualified person for the job, or whether we're paying them appropriately, it raises an even more urgent question of how good they might be at their job. You can't just say, “well the company is really profitable and shareholders are happy, therefore the CEO must be amazing.” Why? Partly because to confidently prove that the CEO is the cause of that success would require you to get rid of the CEO and see what happens. Or to have a multiverse with an infinite number of different CEOs so you can compare them against each other. And how many stories can we think of where a CEO had great performance at the time, but once they were gone we realized that they'd done lots of damage in the process. But answering this question should start, in my opinion, with an open-ended and open-minded conversation about what doing an awesome job really means. In terms of actions AND results.

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 #20:  What *really* motivates our CEO? If you have the patience to follow me on LinkedIn, you may have noticed me complaining loudly about executive compensation a couple of times in the past year. I think it's totally broken, and nobody seems to have any interest in fixing it. The fact is, we have no idea what a CEO is actually worth to a firm and we have no idea how different compensation approaches and amounts cause CEOs to behave. And in the meantime, the obsession with benchmarking CEO pay against other CEOs is designed specifically to cause pay to go up forever, thus exacerbating the wealth gap…which we actually DO know is provably bad for everybody. And part of the reason why I find this so infuriating is that the core of the solution to these problems starts with a really simple question, which happens to be the subject of today's episode. Let's imagine that it turns out that our CEO likes money. Likes it A LOT! And that's convenient, because we happen to be paying them in money and not, say, salamanders. So that's great. Except what if there's something that might motivate our CEO even more than money (or salamanders). What if it turns out that if we gave them Friday afternoons off they would jump out of bed every morning and work 10x harder, even if we paid them half as much money? Or what if they would literally give up EVERYTHING to dance the Macarena with Taylor Swift? We could craft some huge and ambitious 5-year operational goals and spend that time convincing Tay Tay to get to work on jumping and turning 90 degrees to her left. People are complicated, and so are their interests and motivations. What could you learn by exploring this 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 #19: How, specifically, do our board evaluations make us better? I've had the amazing privilege of working with many, many boards on board evaluations over the years. I would guess that the first one I ever worked on was 20-ish years ago and the most recent one was within the past couple of months. Most board evaluations take tonnes of time and money to conduct. They involve some combination of interviews and/or surveys and analysis and reporting and facilitation. If you're really unlucky as a board, your board evaluation tells you that everything is perfect. It might feel good, but deep down you know you might be pretty good, but definitely not perfect. But even the lucky ones basically never get their money's worth. Let me put it this way: a great board evaluation should make give you fuel to be tangibly better tomorrow than you were yesterday. Right? Otherwise, what's the point? Hence today's question: how do our evaluations make us better? When exploring this question, try to have high standards. As in, try not to settle for “well, we added one more item to consent agenda and that saved us 46 seconds at the last meeting!” And don't confuse NEW behaviour with BETTER behaviour. Just because something might have changed doesn't mean it has improved. My hope is that exploring this question will increase your expectations of your board evaluations overall, and of the consultants you hire to conduct them.

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 #18: How do we hope to spend our time? Today and in general. Time scarcity is probably the thing that makes board work most complicated. I guess that's kind of like saying that time scarcity is what makes life most complicated. Still, my point stands. One of the most remarkable things about my work with boards over the years is how similarly different boards tend to spend their time. This is especially true considering that boards really have tonnes of control over what they do and how they do it. Boards could choose to spend an entire year composing a rock opera about a tarantula and an aardvark who become best friends and travel the world, as long as they do the bare minimum of compliance. It wouldn't be a particularly smart or savvy way to approach their work, but still…it's up to them. And that's really my point: if boards can basically do whatever they want with their time, why do they mostly all do the same things? And funny enough, the pile of standard board stuff seems to expand to fill exactly as much time as we have allocated for meetings – or maybe a bit more, but never less. This means boards have a convenient excuse not to try anything new: we don't have time! But what if we permitted ourselves one conversation – maybe during a strategic retreat so as not to intrude on precious board meeting time – where we pretended that none of what we tend to spend our time on were mandatory. What WOULD we spend our time on. What topics, what conversations, what presentations, what meals and breaks, how much time on which things? Maybe we could take one tiny step toward that dream at every 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 #17: What information do we hope to receive? Building on the last episode about what conversations we hope to have, it's hard to have a useful conversation without useful information. Now think about all the things that go into making information useful. When it comes to boards, we put a lot of energy into making sure the information we get is comprehensive, relevant and clear. All of that helps a lot. But the challenge of informing a board is obviously waaay more complicated than that. You've got a group of people who are guaranteed to have different personalities, preferences and lifestyles. In other words, if they could all design their own ideal pre-reads, each of them would want something different. Now layer on top of that the fact that most boards are made up of people with different skills and technical expertise, so they'd all want and need different levels of explanation and complexity or simplicity for different topics. Given all that, it's probably impossible to hit the bullseye. But information doesn't have to come as pre-READS, right? Sometimes using various media to convey information is like a hack to unlock the needs of different people in the room. It's why most books now come in physical, digital and audio formats. And if you add video, images and illustrations, tables and graphs to the mix. Heck, I bet someone out there could even imagine how to inform boards through taste and smell. So ask yourselves, what information do we hope to receive, and when and how much and what medium, and every other question that might help.

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 #16: What conversations do we hope to have at the next board meeting? We tend to have really careful and smart plans for board meetings. Even organizations that lean more to the informal or experimental still usually have predictable and well-structured board meeting agendas and objectives. How well we adhere to the plans is another story. It's hard to predict how long each presentation and conversation will *actually* take. And it's way more common for things to take longer than expected rather than going home an hour early. Either way, we plan topics, we assign speakers, we might even clearly identify certain things as being information-only, or topics for discussion (but not decision), or decision items or educational or whatever. All that clarity helps to keep us focused and informed and useful. But it misses a potentially important element: what exactly do we want to talk about? How do we want that discussion to feel and flow? Whose perspectives do we really need to take into consideration? How do we plan to ensure that we receive those perspectives? When do we want the conversation to happen, and – most importantly – what's the actual point? As in, when the conversation is over, what do we hope we will have accomplished? After all, if this is well-defined then it becomes way easier to, for example, put a time limit on it and expect to stick to that time limit. More importantly, it increases the probability that the meeting will be useful to everyone involved.  

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?

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 #5: What, specifically, makes a director great? Last episode we asked what board effectiveness looks like under normal circumstances. It kinda goes without saying that an important and related question is what makes a director great. As in, what are some specific differences between a great director and a not-so-great director? We talk a lot about the skills and maybe even competencies that we want. We probably even talk a lot about how we might go about baking those into the way that we recruit directors. You know, the whole skills matrix thing. In most cases, though, the skills matrix doesn't have anything to say about the stuff that actually makes someone a good director. For instance, let's imagine we all agree that we want an experienced CEO on our board. I bet we can all also agree that just being a CEO isn't enough to make someone a great director. But what *would* make them great? Is it active listening? Willingness to change their mind when presented with new and relevant information? Kindness? Courage? A pleasant singing voice? And don't get distracted by any research that claims to find any connection or lack of connection between board composition and financial performance. There are all kinds of reasons those studies are flawed. That's why we're trying to cultivate effective conditions for our decisions instead of using our skills matrix to directly affect, say, share price. So, ask and answer the question. Then think about how to recruit directors for what actually makes them great.

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 #4: What does board effectiveness look like on a normal day? We – and by “we” I mean people who talk about corporate governance – have a tendency to talk about the impact of boards through examples of massive failure. Whether it's Enron or Boeing or Wells Fargo or Theranos or the Challenger space shuttle explosion, we feel compelled to highlight all the ways things might go really wrong, but then we forget one tiny important thing: most boards aren't in crisis most of the time. So, what does it mean to show up to a regular old board meeting and do a great job? It's obviously really important to acknowledge how bad things can get, how important the role of the board can be in navigating potential catastrophes, and why it's helpful to have some anxiety about how things might go wrong. But I think we can all agree that a board's job is way more than catastrophe avoidance. So, when we show up for the next board meeting, what might great look like? Maybe we don't even have any consequential decisions to make. Maybe we have every reason to believe that our organization's future likely to be very bright. And maybe we've already done all the work we can do to acknowledge and manage potential catastrophes. So, when a normal meeting wraps up, what would cause us to look back and say “holy smokes! The board absolutely killed it today!” Sure, for some people, it might involve imagining new ways that things might go wrong so that we can be prepared for the worst. For other people it might involve dreaming about how to get even better. But being specific helps. What's the right tone? What are the right conversations? What would it take to increase the probability that everyone is engaged and participating? How can YOU, individually, be as useful as possible? But if we don't make an effort to describe board effectiveness under normal circumstances, we're not likely to get it done.

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 #3: What is our agreed-upon definition of good governance? Don't worry, this episode isn't just me saying “blah blah intentionally cultivating effective conditions blah.” As much as I like my definition of good governance and find it both useful and empowering, I'm under no illusions that *you* couldn't come up with something better. Nonetheless, I am highly confident that most directors, executives and governance professionals can't describe good governance in a way that is both easy to understand and DO-able. And that's the problem with most of the definitions of good governance that are out there: they don't give you any idea how to actually get it done! This is also my main gripe with the common temptation to define good governance based on results. As in, I dunno, you know you have good governance when you've convinced all your employees to wear funky sunglasses to work every day, or whatever. As if it doesn't matter if you achieved it by providing free access to irresistibly-funky sunglasses or by blasting people's workspaces with blindingly bright lights. What I'm saying is that it's the process that matters! Anyway, if you don't have a clear, confident and shared definition of good governance, then how the heck do you expect to actually DO good governance? And, if you're struggling to come up with your own idea, then sure feel free to borrow mine. If you're having trouble agreeing with each other, then maybe agree to disagree by choosing a “good enough” definition and see what it feels like to live with it for a few meetings. Use it to inform and guide everything from information flow to time allocation to conversation structure to room layout. The worst answer to this question is “we don't have one.”

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 #2: What is our agreed-upon definition of corporate governance? If you're at all familiar with my Ground-Up Governance platform, then you know I'm kinda obsessed with definitions. I've said before that I think the most important and insidious jargon in the world of corporate governance is the term “corporate governance.” How many times have you heard corporate leaders complain about boards crossing the line from “governance” to “operations?” A significant part of the reason this happens is because nobody agrees what “governance” even is. I attended a panel discussion earlier this year where the three panelists were talking about boards and AI. The definition police part of my brain quickly fixated on the fact that each panelist meant something different when they said the word “governance.” One was clearly referring to the rules imposed by the stock exchange and regulators. Another seemed to be using the word “governance” to talk about board composition. And the third was talking about the structure of board meetings. It was a good enough discussion, but imagine how much more clarity and coherence there might have been if the moderator had said “for the purposes of this discussion, I would like us to think of corporate governance as [fill in the blank].” Instead, everyone just kinda went along with this weird assumption that they were all on the same page. Now, in a boardroom this matters even more. I suspect all of your directors and executives can easily agree that an important part of their job is corporate governance. But I have an even stronger suspicion that they don't have a confident consensus about what corporate governance even is. And it's hard to do something – and do it well – if we can't even define it! Especially if we're all pushing and pulling in slightly different directions without realizing.