Our mission at Better Boards is to contribute to creating better boards. We do this by providing clients with an evidence-based approach for board evaluations and board development programmes. To fulfil our mission, we would like to give a voice to all who are care about creating better boards, Chairpeople, CEOs, SIDs, NEDs, Academicians, investors, and regulators. All the views expressed in our podcasts are the views of our podcast partners and not those of Better Boards. In each episode, you’ll get insights from those who are at the frontline - Chairpeople, CEOs, SIDs, NEDs, Academicians, investors, and regulators. Every time you tune in, we’ll help you to develop and reinvigorate your board know-how and practice with insights, creative problem-solving, and practical advice. New episodes are available every 1st and 3rd Thursday of the month.
Send us a textIn this episode of the Better Boards Podcast, Professor Katja Langenbucher explores how boards can embrace AI to future-proof their decision-making.Dr. Sabine Dembkowski speaks with Katja, a law professor at Goethe-University in Frankfurt and affiliated with SciencesPo, Paris. She serves on the supervisory boards of BaFin and IEP and brings extensive boardroom and academic experience.Making Better Judgements: Why Boards Must Embrace AIAI is rapidly reshaping industries—from pharmaceuticals to finance—and boards can no longer afford to stand still. Katja outlines why boards must move past hesitation and actively integrate AI into their processes.She explains how leading organisations embed AI into strategy, what this means under the business judgment rule, and why AI should challenge—not replace—human insight.AI Isn't a Trend—It's Becoming a Legal ExpectationAI may still seem opaque to some directors—but that view is increasingly out of step with governance expectations. In jurisdictions applying the business judgment rule, directors must demonstrate informed, reasonable decision-making. AI is becoming part of that expectation.“Very soon, you cannot claim to be well-informed without consulting an AI.”Boards have long leaned on expert input for board evaluations and strategic oversight. Going forward, AI must be part of that toolkit—or boards risk falling short of legal standards.From Coffee Chains to Capital Markets: The Real-World Power of AIKatja cites practical use cases—like how Starbucks applies AI to optimise store locations using behavioural, geographic, and competitor data.“You can use AI to identify an M&A target, spot a hostile takeover risk, or even test how markets might respond to your messaging.”Yet, she observes that AI is still rarely referenced in board evaluations or agendas, despite its ability to surface risks, run scenario models, and sharpen decision-making.The New Role of Company SecretariesCompany secretaries are ideally placed to help boards adopt AI meaningfully. Katja is clear: directors don't need to code—they need to ask better questions.“Nobody is asking directors to code—but boards must ask the right questions.”Understanding a company's proprietary data and strategic priorities is a governance task. AI experts deliver the tools, but boards must frame the questions.Challenging Groupthink and Elevating DebateGroupthink continues to undermine board effectiveness. Katja shares a compelling example of using AI to simulate press responses—ranging from neutral to harsh—on a sensitive issue.“Seeing a mock ‘nasty article' on the big screen challenged the entire board's thinking.”Used this way, AI becomes a catalyst for challenge and debate, broadening the board's perspective.AI as Induction, Humans as InterpretationAI and human judgment are not competing forces—they are complementary. AI finds patterns. Humans interpret them.“A good strategic decision is always a combination of AI and human thinking.”Board evaluation frameworks must reflect this dual approach. AI accelerates insight; humans weigh impact.Three Key TakeawaysDon't Be Late to the Party - AI is fast becoming a market standard. Boards that delay its adoption risk strategic, legal, and reputational disadvantage.Blend AI with Human Judgment - Strategic decisions should integrate the pattern-finding power of AI with the contextual understanding of human directors.Use the AI That Suits Your Board - Every corporation has a unique data pool. Boards must define the questions AI should answer—and then select tools that match their specific needs.
Send us a textIn an era marked by rapid change, technological disruption, geopolitical uncertainty, and economic volatility, understanding how analysts perceive boards is more important than ever. We turned to an analyst who operates independently of major financial institutions for a truly candid perspective.In this episode of the Better Boards Podcast Series, Dr Sabine Dembkowski, Founder and Managing Partner of Better Boards, speaks with Anke Richter, a seasoned credit analyst and strategist with nearly 30 years of experience in the bond markets. Based in London, Anke has held positions at JP Morgan, Deutsche Bank, and Moody's, and brings a unique vantage point shaped by her work on both the buy-side and sell-side, as well as in a rating agency. She holds both the CFA Charter and CIMA accountancy qualification.A Two-Step Approach to Company AnalysisAccording to Anke, the fundamentals of analysing a company haven't changed: “What you do when analysing a company is always the same.”Step one involves scrutinising the company's fundamentals—numbers, valuations, and performance indicators. Step two involves examining red flags in leadership or governance. Common issues include overly dominant founders in small firms or boards where everyone shares the same surname, particularly in family-run conglomerates in emerging markets.Anke notes that although she doesn't always request formal board evaluations, she views them as a missed opportunity for many firms. Proper board assessments and clear investor communication allow companies to spotlight their governance strengths and strategic priorities.Bridging the Knowledge Gap Between Boards and InvestorsAnke frequently observes significant knowledge gaps in how boards interact with capital markets. “We always find that people are sometimes not aware of how certain things are done or how things are perceived.”Lack of familiarity with investor expectations can seriously handicap a company's position. To mitigate this, Anke advocates for including individuals with capital markets expertise on the board. This experience ensures the board understands key market dynamics and investor sentiment.Fixing Investor Relations: Easier Than You ThinkInvestor relations, Anke believes, is an area where companies can quickly improve. “This is something you can, as a company, very easily fix.”Improvements don't require massive budgets. What's often lacking is not money but human resources and awareness. Clear communication, a well-maintained website, an accessible IR team, and informative roadshows are foundational but frequently overlooked.Anke also points out two critical missteps:1. Inconsistent messaging between equity and debt stakeholders—this discrepancy doesn't go unnoticed.2. Combative attitudes from executives during investor meetings can irreparably harm trust.Beyond the Numbers: The Human ElementAnke acknowledges that while financial metrics are clear-cut, evaluating leadership is far more nuanced. “If I have an opportunity, I always want to meet management, but one also has to be realistic about whether you can assess whether they are good at running the company.”Good marketing can mask weak fundamentals, and vice versa. Successful investor relations require a balance: numbers must align with consistent messaging and credible leadership behaviour.Top 3 Takeaways for Effective Boards1. Include Capital Markets Experience: Ensure that at least one board member brings direct market experience to guide strategy and communication.2. Maintain Message Consistency: Align messaging for equity and debt investors. Mismatched narratives create confusion and erode trust.3. Perception Is Reality: Be proactive in mana
Send us a textIn recent years, transformation skills have become increasingly important at the board level, with culture and talent rising high on the agenda. Yet, there's still a noticeable absence of HR professionals in the boardroom. Why?In this episode of the Better Boards Podcast Series, Dr. Sabine Dembkowski speaks with Devyani P. Vaishampayan, Remco Chair and NED at Norman Broadbent Plc and Supply Chain Coordination Limited, and Independent NED on the Audit Board of ForvisMazars. Devyani is a Fellow at Chapter Zero and a Board Mentor with Critical Eye. She recently exited her AI Innovation Hub, having spent seven years advising corporates on AI, leadership, and the future of work. Before that, she was a global FTSE 30 CHRO with a 30-year career leading complex, multi-billion-dollar organisations.“It's still quite rare to find HR professionals on the board… There's a perception that HR lacks commercial acumen.”Devyani argues that HR leaders can earn their place at the board table by showing strong business insight—understanding financials, customer impact, and strategic goals. This may involve gaining broader experience outside HR or pursuing entrepreneurial ventures to deepen their perspective.“Everyone's talking about AI, but very few realise how fast the change is happening.”Boards have always dealt with change, but today's pace, especially with AI and geopolitical shifts, is unprecedented. AI adds speed to transformation and presents both opportunity and risk. Boards must understand their potential while managing risks like bias, data privacy, and employee trust. Devyani warns against overregulation and urges boards to take a more informed, proactive approach.“Boards need to lead more in culture and talent—and be hands-on.”According to Devyani, high-performing boards do three things well:Engage specialists in culture and transformation to support the executive team.Stay connected by engaging directly with employees—some boards spend two days in open forums to better understand workforce sentiment.Lead by example, especially board chairs, who should champion values and culture, not just delegate to the executive team.“Boards need to act as mentors to the executive team.”While some executives prefer boards to be hands-off, Devyani believes informed boards should act as sounding boards. Chairs can match board members with executives for mentoring, creating deeper support systems without overwhelming either side. Cross-committee conversations and subcommittees can also foster this dynamic.Top 3 Takeaways for effective boards:HR leaders—like CFOs—interact closely with boards and should use that access to build trust and position themselves for future board roles.Broaden your skill set. Go beyond your core function to become more valuable and board-ready.Get hands-on with AI. Understand its real-world implications for making informed decisions as a board member.Subscribe to the Better Boards Podcast Series on Apple, Spotify, or Google to stay informed.Want to participate or learn more about Better Boards' solutions? Contact us at info@better-boards.com.
Send us a textArtificial intelligence (AI) can revolutionise boardrooms in today's rapidly evolving business landscape. Still, this rapid change threatens to distance boards from the companies they serve if proper care is not taken in implementing both the technology and the governance around it.In this podcast, Dr. Sabine Dembkowski, Founder and Managing Partner of Better Boards, discusses how AI can revolutionise boardrooms with Moya Hayhurst, a Fellow of the Chartered Governance Institute with over 25 years of experience in corporate governance across multiple industries, including mining, financial services, and insurance. “If we go back to the beginning as to why boards were created, they're there to protect and drive the value of companies”Boards have a significant role to play in that discussion, but to lead the debate about future-proofing effectively, boards need to absorb and process a vast amount of information. “The real value from AI and similar is about integrating into the ethos of the company and the core infrastructure, and whether we like it or not, whether executive boards, executive committees and such acknowledge it, the board is a key component of that”Moya is currently involved in a voluntary project with the Centre for AI in Board Effectiveness (CAIBE), which aims to get boards excited and engaged with AI as a tool for improving their effectiveness and the quality of their conversations. To Moya, in an ideal future state, board members and directors will be able to be more effective by having AI bring forward the data and information they need, when they need it, in easily digestible formats. “Some boards are further along than others"Moya realises this is a leap forward. It wasn't that long ago that boards were reticent to use board pack technology. They wanted their hard copies printed and couriered to wherever they were in the world, whereas now 90% of boards walk into a boardroom with an iPad. It's an evolution in progress. “Through an interface like AI, you can bring the board back in alignment with the company”To Moya, what AI is surfacing is not that different skills are needed in the boardroom. The boardroom is already full of incredibly skilled people, but those people are struggling with the data coming at them, and thanks to the time it takes to prepare board papers, not all of that data is up to date. Backward-looking reporting is leading to missed opportunities.“AI is a toddler. They are excited, energetic, and bring such amazing potential, but they've got to have guardrails so that they grow up in the right way”Moya understands that boards have concerns about new technology tools and their security, as well as the protection of sensitive information. Fortunately, most organisations have a governance framework in place to strike a balance between responsibility and innovation. She thinks of AI as a toddler loaded with energy and potential but in desperate need of guidance and thoughtful training. The three top takeaways for effective boards from our conversation are:1. Lean on governance professionals and IT professionals to help you investigate the technology and offer better intelligence for quicker decisions.2. Don't be hamstrung by perceived risk. Think through it carefully, and then quantify and manage the risk so that you can empower and engage your directors to really be at the forefront of your industry.3. You must have a clear plan that understands the risk and governance frameworks of your organisation and its sensitive data, and that ensures your guardrails are in place.
Send us a textOver the last decade, climate and sustainability have become more of a focus for boards and sub-committees. However, there is currently a lot of conflicting noise around this agenda. So, there is a lot for boards to digest around this topic, making it an opportune time to take stock of where we are and what boards should consider.In this podcast, Dr. Sabine Dembkowski, Founder and Managing Partner of Better Boards, discusses climate/energy transition with David Harris, who has worked on these topics for over 20 years. He leads sustainable finance strategic initiatives at LSEG (London Stock Exchange Group), having previously led sustainable finance for two of its divisions: FTSE Russell in its index business, and its Data and Analytics division.“20 years ago, this was regarded as quite a niche area. Today, that picture is completely different. It's one of the top issues for institutional investors.”The data backs him up. In FTSE Russell's annual survey of global pension funds, they ask if the funds are integrating sustainability issues into their investment strategies. Among the largest and most sophisticated funds, those with over 10 billion dollars in assets under management, 86 per cent do. “Of the different sustainability themes, climate change and energy transition rank in our asset owner survey as being the very top priority.”Data from the International Energy Agency shows in 2024, annual investment into the energy sector was $3 trillion, $2 that in 2024, annual investment in the energy sector was $3 trillion, $2 trillion in clean energy, and $1 trillion in fossil fuels. In contrast, around five years ago, they were roughly on par at $1 trillion each. So, David says we are well into a substantial shift in the global economy, and boards and investors need to understand that.“I think there has been some surprise.. from boards at the level of reporting requirements coming at them.”Shifts of this magnitude come with many reporting requirements – requirements that have many boards less than thrilled. Some of the exasperation is at the newness of the requirements, and some is frustration with the scope. David feels this is a legitimate concern, as many boards find that keeping up with reporting can detract from focusing on the most material and relevant issues of running the business. “What's really important here is… sustainability standards are increasingly being set in a way which aligns them with the way companies are used to reporting on financial information.”The International Financial Reporting Standards (IFRS) Foundation has set up the International Sustainability Standards Board, which may be familiar to many listeners. It aims to get global sustainability standards set up in a way that aligns with how companies are used to reporting on financial information and in a format that's easier for the investor community to use. The three top takeaways for effective boards from our conversation are:1. Don't get lost in all of the reporting regulations. Cut through that and focus on the material issues and what's right for the business. 2. Make sure you're engaging your investors, not only the sell-side analysts but also the institutional investors who sit behind them, i.e. the pension funds and sovereign wealth funds, as well as the asset managers and understand their priorities.3. Build your expertise and lean on the resources available through Chapter Zero and similar networks.
Send us a textEmployee representation is a specific requirement for German boards, but global boards can learn from Germany. More and more boards have an employee representative, mostly a director, who brings employees' perspectives back to the board. In this podcast, Dr Sabine Dembkowski, founder and managing partner of Better Boards, discusses employee representation on the board with Gabriele Bornemann, who wants to set new standards for qualification supervisory boards with her company Management Alliance. Before that, Gabriele worked in industry and finance for over 25 years. She was responsible for investor relations, M&A, risk management, and strategy.“We do not ALL like this option to have equal representation”Gabriele outlines the concept of labour representation at the board level in Germany – a unique approach shaped by the country's two-tier corporate governance system. Unlike the Anglo-Saxon one-tier system, where the board has direct engagement with employees, German supervisory boards are legally required to remain independent and cannot interact directly with employees. “Profitability of the company as a whole is at stake”Gabriele accepts that labour representation on the board is not without its challenges. A key example is Volkswagen, where employee representatives hold significant influence over management decisions, and their primary concern is job security and maintaining production sites in Germany – but business realities demand a shift toward new markets. If changes in sales and procurement make Germany less viable as a production hub, the company must adapt, even if it means relocating operations. With strong employee representation, these strategic shifts can become contentious, with decisions to prioritise national job security over global competitiveness.“Codetermination also has also a very positive impact on the structure of a company”Gabriele explains that the origins of codetermination in Germany are deeply rooted in history. Emerging after World War II, it was designed to safeguard labour rights in an evolving and increasingly competitive market. While it has its challenges, she knows that the system also brings clear advantages, especially in ensuring greater oversight within corporate governance structures.“It's very important that we have a strong chairman of the supervisory board”Gabriele believes that co-determination presents both opportunities and challenges. The key to making it work lies in how the different parties collaborate, the composition of the supervisory board, the role of the supervisory board's composition, and the chair's role. She advises that a strong chair is essential to balance perspectives and ensure discussions remain productive rather than divisive.The three top takeaways from our conversation are:1. Co-determination in Germany makes sense because supervisory boards have no direct access to employees, and it is important to integrate the employee perspective into their work.2. The weakness of codetermination is the lack of internationality in international business models.3. A very strong supervisory board chair is important to consider the common strengths of both shareholder and employee representatives.
Send us a textThe boardroom tango is where strategy meets execution, highlighting the dynamic dance between the board and executives in steering an organisation. But what does an executive have to do in order to really get the most out of non-executives? How does this dance between the two work? How can it be influenced and improved?In this podcast, Dr Sabine Dembkowski, Founder and Managing Partner of Better Boards, discusses the boardroom tango with Carol Ouko-Misiko, who is Group Sustainability and Risk Executive for Old Mutual Plc East Africa, she oversees 11 business units in the financial services sector, domiciled in 4 countries in East Africa. “If I had to choose, I'd rather be where the magic is happening”Carol starts by explaining that if she had to choose between executive and board member roles, she would always prefer the driver's seat as an executive. Executives have the opportunity to take strategy and turn it into tangible outcomes, leading teams, navigating uncertainty, and shaping the future, and she believes that's where the real impact happens.Reflecting on her early days on the board, one challenge stands out—curating information. Distilling complex information into clear, actionable insights takes effort and discipline; she initially struggled with this as an executive. “It's that delicate balance between a nose-in, hands-out approach”The relationship between the board and management is dynamic. The board actively participates in governance, approves strategy, and maintains a firm grip on its fiduciary responsibilities. This is often characterised as a "nose in, hands out" approach, with board members highly engaged in significant decisions, risk evaluation, and executive performance but must also avoid micromanaging daily operations. Their role is to govern, not to manage, placing trust in executives to execute strategy effectively. “Do we have the meeting before the meeting? I think it's necessary, but it can't replace opportunities for us to face issues without the bias”For Carol, the meeting before the meeting is something she loves and hates - they feel counterintuitive. Yet, she has come to recognise their value because they provide an opportunity to break the ice, easing difficult conversations before they take place in a formal setting. These informal discussions help build rapport, align perspectives, and create consensus, especially when sensitive topics are on the agenda. However, Carol remains cautious about their potential downsides because pre-meetings can undermine transparency, bypass formal governance protocols, and discourage open, rigorous debate if misused. If board members become too reliant on informal discussions, there is a risk that critical issues will not receive the full scrutiny they require. “You need to have a bit of thick skin and a sharp focus”Resilience and focus are essential for an executive to succeed in the boardroomFor an executive to succeed in the boardroom, resilience and focus are essential. Carol believes that executives must develop a thick skin and a sharp focus, but beyond that, they also need the ability to frame a compelling narrative. Rallying people around a vision or strategy is not just about presenting facts; it's about storytelling. As non-executive board members are not involved in day-to-day operations, executives must articulate a clear, urgent case for action. A well-crafted narrative drives meaningful engagement and momentum. “The most valuable input that a non-exec has done has been to engage” Carol recalls reading an article outlining the roles a non-executive board member can play. In her experience, the most valuable non-executi
Send us a textThis episode highlights decision-making errors affecting high-stakes boards. Using concepts like bias, ‘deaf spots,' and ‘tone-deaf leadership,' it outlines misjudgment traps as warning signs and solutions to mental misinformation. It explores human misjudgment in boards, from ego to identity and false narratives.Dr. Sabine Dembkowski, Founder of Better Boards, discusses navigating misjudgment with Nuala Walsh, non-executive director, chair, and CEO of MindEquity. Nuala's roles include Chair of Innocence Project London, iNED at British & Irish Lions, President of Harvard Club Ireland, Deputy Chair of The FA Inclusion Advisory Board, and Vice-Chair at UN Women (UK)."Even the smartest boards risk tuning out what matters"Nuala stresses context as a critical factor in board decisions. Experience, background, and environment shape perspectives, but today's noisy world—data overload, disinformation, and constant distractions—creates a "toxic mix" for judgment. Even intelligent boards risk missing crucial data, ignoring key voices, and rushing into misjudgment."We hear less; we misjudge more"Nuala highlights ‘deaf spots'—the failure to recognise how environments influence behaviour. While reputation depends on sound decisions, boardroom pressures increase risk. Boards may tune out critical signals, focusing instead on what is convenient or comfortable."To get it right, understand why people get it wrong"Addressing echo chambers and tone-deaf decision-making begins with recognizing the problem. Overconfidence blinds boards to vulnerabilities, leading them to assume their judgments are sound, even against contradictory evidence."Groupthink is a warning sign of misjudgment"Boardroom culture matters. While boards discuss company culture, they often overlook their own biases. Consensus without challenge signals a risk of misjudgment."The peacock cares about who's right, not what's right"Ego-driven decisions are a major pitfall. Overconfidence fosters a false sense of certainty, pushing boards toward rushed decisions influenced by distractions, time pressures, and wishful thinking. Identity, emotion, and risk appetite compound these biases, making it vital to question both external narratives and internal assumptions."Check your intuition"Nuala advises boards to test their intuition. While gut instincts are useful, validating assumptions improves decision accuracy by 10% to 40%. Boards should pause, fact-check, and challenge their reasoning rather than rely solely on intuition.Key Takeaways for Effective Boards:Decisions matter more than you think.No one is immune to misjudgment—evaluate your board's mindset regularly.Not everything you hear is valuable, and not everything valuable is heard—listen differently and discern wisely.
Send us a textHave you ever wondered how to sell a bold idea in the boardroom? Not just an idea different from what your organisation usually tends to do, but a really bold one that breaks ground in your industry? What does it take? What do you need?In this podcast, Dr Sabine Dembkowski, Founder and Managing Partner of Better Boards, discusses selling bold ideas in the boardroom with Dr Andy Palmer CMG, former COO at Nissan and President & Group CEO of Aston Martin. Known as “the Godfather of EVs." Today, he is a turnaround specialist stepping in as Interim CEO / Executive Chair at Optare/Switch Ltd, PodPoint plc and Brill Power Ltd. “More than anything else, if you want to get on, then you got to work hard.”Andy credits hard work as the key to his success, acknowledging the sacrifices required. While his family enjoyed the benefits of his career, it came at a cost to time spent with them. Talent and education matter, but perseverance drives leadership.“What do I need to understand that would allow me to solve that problem?”Andy's interdisciplinary experiences and deep industry exposure contributed to his achievements. His work on the Nissan LEAF taught him the importance of the "three Cs" in battery technology: chemistry, control, and cooling, shaping his focus on zero-emission solutions.“When the whole company is essentially against you, how important air cover is!”Selling the LEAF to Nissan's board was tough—many favoured hybrids. Andy proposed skipping hybrids for fully electric vehicles. CEO Carlos Ghosn's support was pivotal, providing Andy the "air cover" to push his bold vision.“Being a CEO should be about leadership, but there's so much about corporate governance that sort of forces you to be safe.”Andy reflects on the cautious nature of modern corporate governance, which can stifle innovation. He calls on non-executive directors to back CEOs willing to take calculated risks and pursue groundbreaking ideas.“I've always been very happy to be the lowest IQ in the room.”For bold leadership, Andy values diverse, multidisciplinary teams, effective communication, and empathy. He believes leaders must inspire confidence, even among sceptics, to gain support for their vision.The three top takeaways from our conversation for effective boards are:1. Find something you love and can be passionate about in your career. 2. Education is more than just studying a particular subject - academia is about personal growth. So you've got to know a particular discipline well and build your skill sets in other areas, like finance and communication. 3. Ultimately, we all work with people, and your ability to build empathy and sell something rather than tell something is important.
Send us a textEvery year, the world's preeminent leadership advisory firm, Egon Zehnder, surveys CEOs to identify issues and challenges they face and how they deal with them. In this podcast, we highlight key findings and discuss the implications for CEOs and Nomination Committees challenged to align on the search criteria for CEOsIn this podcast, Dr Sabine Dembkowski, Founder and Managing Partner of Better Boards, discusses how to lead through complexity with Dr Nadine Rinck, a partner in Egon Zehnder's Munich office. She heads Egon Zehnder's infrastructure sector in EMEA and focuses on board advisory and CEO succession across sectors. “95% of the CEOs expect groundbreaking systemic changes in the next decade”Nadine shares that 95% of CEOs anticipated groundbreaking systemic changes in the next decade. The study also identified the top five critical challenges for CEOs: talent acquisition and development, AI adoption and impact, market disruptions, geopolitical instability and climate change/ecological impact. Nadine highlights that these challenges are not isolated, and their interconnected nature makes them even more difficult to navigate. “The world is currently moving from complicated to complex”Nadine explains that complexity introduces challenges for which no clear solution exists, no matter how much effort or money is invested. The world is shifting from being merely complicated to truly complex. This shift brings heightened uncertainty and often fear among teams and stakeholders. “What can I do to make my CEO become better and support him or her in navigating this complexity?”Nadine emphasises that navigating complexity does not mean CEOs must solve every problem themselves or adopt a hierarchical approach. Instead, CEOs are turning to specific sources for advice and support when tackling complex challenges. However, a surprising gap exists in how often CEOs engage independent board members or chairs for guidance. Only 17% consult their independent board members and just 13% turn to their chairs for advice. “Leaders will need to develop adaptive abilities”Nadine acknowledges that tackling today's challenges requires a fundamental shift - a complete update of the “operating system” of leadership. For future CEOs, this means transforming their leadership identity and focusing on emotional intelligence and personal growth. She outlines three meta-competencies that form the foundation for adaptive leadership. The first is self-awareness, which requires the ability to self-reflect and be brutally honest with oneself. The second meta-competency is relational capability, which includes building trust, forming networks, and genuinely connecting with others. The third meta-competency she describes is adaptability, which requires leaders to let go of outdated beliefs and unlearn no longer beneficial behaviours or strategies. “Take people out of their comfort zones and see them in different settings and environments”Nadine emphasises that while a candidate's CV and experience remain critical, boards (and particularly nomination committees) must go beyond traditional criteria to understand behaviours and personalities for internal talent and CEO succession pipelines, building relationships with potential candidates much earlier in their careers, long before the formal selection process begins. The three top takeaways for effective boards from our conversation are the three meta-competencies to help CEOs navigate complexities:1. Self-awareness2. Relational capabilities3. Adaptability.
Send us a textThere are many different types of crises, and how boards deal with them, so it is prudent to be aware of typical mistakes, what works, and what boards can do to deal well with these situations. Are there any ‘golden rules' that can serve as a starting point to prepare a board and ensure effectiveness and performance in a crisis?In this podcast, Dr Sabine Dembkowski, Founder and Managing Partner of Better Boards, discusses crisis and the board with Barbara Lambert, a professional Board Member who chairs or is a member of the Audit, Risk and Nomination Committees. Her current and past mandates include Banque Pictet & Cie SA, Deutsche Börse AG, Implenia AG, Merck KgaA, Synlab AG and UBS Switzerland. Barbara spent 20 years at Arthur Andersen/Ernst & Young as a senior partner and Head of the Audit practice for banks and insurance. In 2008, she started as Head of Internal Audit at Pictet Group in Geneva and became a member of the Management Board as Group Chief Risk Officer. “A crisis coming from external events has more often a greater speed … and internal crises are more likely to be hidden and evolve gradually”Barbara reflects on her extensive experience managing crises over four decades, having identified clear patterns that emerge in such situations. “I wish it was really a once-in-a-lifetime experience”Barbara describes one of the most critical mistakes she has witnessed boards make during a crisis - underestimating the situation. Overconfidence often leads to a dangerous mindset of "this cannot happen to us," resulting in a failure to engage in proper scenario planning or not considering worst-case scenarios. What starts as a manageable issue can quickly snowball into an uncontrollable avalanche. Barbara cites the collapse of Arthur Andersen, her former employer, where what began as a crisis ultimately ended with the company's demise. “It starts before the crisis, so the board should know where the company is vulnerable”Drawing on nearly 40 years of experience in crisis management, Barbara outlines the key practices she has seen boards adopt to navigate crises effectively. Success begins long before a crisis occurs, with boards identifying vulnerabilities and ensuring regular, comprehensive updates on the company's risk profile. She highlights the value of an early warning system. According to Barbara, a well-prepared, united board can make the difference between crisis recovery and failure. “I think that there's no miracle, but there's just a solution”Barbara acknowledges that preparing for crises amidst packed agendas is challenging but insists that the solution lies in prioritising time. Today's board roles demand significant commitment—in reading documents and engaging deeply with strategic discussions, management, and fellow board members. She highlights how the role of a board member has evolved into a full-time commitment. The three top takeaways from our conversation are:1. Crisis management starts before the crisis, so as a board member, you must ensure that the company is prepared with scenarios, contingency plans and a robust risk management framework. 2. Do not overestimate your availability before you accept a new or additional mandate. Honestly, decide if you really have the time to do it. 3. Crises and challenges are here to stay because of the current economic, technological and geopolitical environment. As a board member, you need to show that you can be the solid rock to whom executive management can turn.
Send us a textThe ESG narrative has become familiar but does not yet confront the challenges of a world where interest in sustainability is waning in some regions, political and economic divides are widening, and technology is reshaping the rules of the game. How can boards maintain momentum on climate and social issues when governments are focused on regulation and public interest is fractured? In this podcast, Dr Sabine Dembkowski, Founder and Managing Partner of Better Boards, discusses whether corporate governance can survive sustainability with Frederik Otto, Director of Advisory and Head of Europe at global consulting and standards firm AccountAbility. Previously, he founded and led The Sustainability Board, a globally recognised think tank for sustainable leadership and corporate governance. “The purpose of the company is not just to provide profits to shareholders, but to serve all of their stakeholders.”Frederik starts by explaining that sustainability is intricately tied to governance through stakeholder management and engagement. He recalls how the topic gained traction from 2017 to 2019, with influential figures such as Larry Fink of BlackRock and the US Business Roundtable emphasising that a company's purpose extends beyond delivering profits to shareholders. That narrative led to a push for better oversight of sustainability issues. “The last five years have been quite the journey for sustainability.”Frederik acknowledges that there is a sense of ideological fatigue around terms such as ESG and sustainability, and these words may even have become divisive, but the underlying issues remain critical. He stresses that a board's fiduciary duty includes ensuring sustainability matters are given due consideration.“We were seeing all these shiny sustainability reports and board disclosures… …that were very explicit in how the corporation is providing value to all sorts of stakeholders.”Frederik explains how the drivers of sustainability have shifted. While employee activism and stakeholder pressure were dominant five years ago, economic challenges such as inflation and layoffs have reduced their influence. Particularly in Europe, regulators have stepped in to fill this gap with legislation. Frederik highlights three key sustainability trends emerging for the future:Nature and Biodiversity - Risks such as biodiversity loss are gaining attention, along with opportunities like nature-based solutions.Artificial Intelligence - AI impacts businesses through changes to business models, operational challenges like cybersecurity, and ethical considerations.Geopolitics and Geo-economics - Global hostilities, trade restrictions, and national security concerns related to climate change are influencing board agendas.“Do more scenario planning, do it more provocatively, and look as far as possible.”Frederik stresses that boards must prioritise long-term sustainability goals alongside immediate operational challenges. He identifies three core responsibilities for boards: routine governance, crisis management, and future planning. He emphasises that robust scenario planning is vital for proactive governance, urging boards to explore even unlikely but plausible future scenarios. The three top takeaways for effective boards from our conversation are:1. Align the strategic, strategic intent between organisation management and the board, removing terminology2. Remove the words sustainability and ESG and consider these as global issues, systemic risks, and opportunities.3. Try to forecast better and spend more time on talking and thinking about the future.
Send us a textThe board is responsible for appointing the CEO, and the relationship between the Chair and the CEO is crucial - but often not easy. So what matters when selecting a CEO, and how can we establish and develop a good relationship between the Chair and the CEO? In this podcast, Dr Sabine Dembkowski, Founder and Managing Partner of Better Boards, discusses the crucial relationship between the Chair and the CEO with Sir David Norgrove, currently a Governor at the University of the Arts and Chair of the aBDRN Financial Fairness Trust. Sir David has held a number of chairing roles in leading public sector organisations. His early career was at the Treasury, at First National Bank of Chicago, and as Private Secretary to Prime Minister Margaret Thatcher. This was followed by Marks & Spencer from 1988 to 2004, including as a member of its Board.“It's important to be on the shop floor and to see what's going on.”Sir David relates that during his 16 years at M&S, he worked under three chairmen, all of whom held the dual role of Chair and Chief Executive - an approach less common today. While the third eventually separated these roles, the first two were dominant and highly authoritative figures. Their leadership styles had significant drawbacks, particularly a reluctance to encourage challenge or dissent. Too often, the board acted as a rubber stamp for their decisions. Despite these challenges, Sir David learned valuable lessons. “The dictatorial approach is subtle, but it's still there.”Sir David reflects on past experiences in the boardroom, acknowledging that standards were quite different decades ago. He recalls unacceptable behaviour, with a culture of bullying and a dictatorial approach that at times crossed the line. He believes this leadership style was deeply damaging to the business and carried that lesson with him into his later roles. “Having the right CEO is the number one, two and three most important things for a chair.”Sir David emphasises that selecting the right CEO is the most critical responsibility for a chair, ranking it as priorities one, two, and three. He believes that the wrong appointment can strain the chair/CEO relationship and lead to organisational unhappiness and failure to meet objectives. While acknowledging the difficulty of defining the perfect CEO, he recognises the need for trade-offs. He focuses on core qualities. A CEO must be direct, transparent and willing to speak openly about issues. “All you can do is trust your instinct - and that can be wrong.”Sir David acknowledges the inherent challenges of assessing candidates, especially in determining whether they meet the criteria and trust can be established. However, he believes no process can guarantee absolute certainty, as ultimately, decisions rely on instinct, which is not infallible. “The person you're talking to is the Chief Executive. He's not your underling.”Sir David believes building and maintaining a strong relationship with a CEO requires adapting to the individual's character. He emphasises the importance of regular, consistent communication, which often takes the form of a weekly meeting or phone call to discuss what's happening in the business, address mutual concerns, and ensure an open line of dialogue. The two top takeaways for effective boards from our conversation are:1. Have the right CEO. If the CEO isn't right, then the CEO should go.2. Ask questions. Get out and about, go and visit places and sit down with people, get them to tell you what they're doing. There's no substitute for it.
Send us a textAmid global uncertainty, are boardrooms needlessly complex? Is It possible to thrive in the boardroom by keeping things simple? In this podcast, Dr Sabine Dembkowski, Founder and Managing Director of Better Boards www.better-boards.com, discusses being on the board with Sir John Tusa. Sir John has been known to the public as the main presenter of BBC2's Newsnight and the Managing Director of some of the most iconic media and cultural centres in the United Kingdom. “The things that really make a difference are what I call the simple ones”Sir John suggests that although being on a board involves significant challenges in an increasingly complex world, it is not necessarily complicated. He explains that the complicated aspects of board service involve fundamental duties: understanding the organisation's legal basis, following regulatory expectations, and recognising responsibilities toward shareholders or stakeholders. These regulatory and procedural tasks are necessary, but are only part of the board's work. Simple, straightforward actions and values can truly make a difference. They hold substantial value in shaping the organisation's success and fulfilling the board's deeper purpose.“The more generous you can be with your time, the better it is for the organisation, and the better it is for you as a board member”Regarding time, Sir John also points out that when he was first invited to join the board of the English National Opera around 25 years ago, the chair reassured him that annual board commitments would be minimal. Since then, expectations have evolved significantly, and today board roles can easily demand 30 to 40 days or more per year. “When I hear the word board pack, I almost want to reach for my bonfire”He describes a frustration he has with the common organisational tactic where executives overload non-executive directors with extensive paperwork. In some organisations, this may be deliberate, to overwhelm non-executive board members with so much information that it becomes virtually impossible for them to thoroughly review or question it. This tactic, he argues, is a way for executives to discourage meaningful input from non-execs by drowning them in details. To counteract this, he advocates a slim board pack approach. “If you don't know your fellow board members, you probably don't know the executive well enough either”Sir John emphasises the critical importance of knowing fellow board members and even the executive team well, viewing this familiarity as vital to effective board service. A disconnect among directors and executives stems largely from the overwhelming focus on paperwork and procedural accountability, which, in his view, can impede meaningful connections and decision-making. “There are no stupid questions, and there are no stupid opinions”Sir John offers direct advice to board members who feel overwhelmed by excessive paperwork and information overload and stresses the importance of voicing concerns and setting boundaries if the volume of information prevents them from making informed contributions. The three top takeaways from our conversation are:1. You have the right to ask questions and to offer opinions about any subject before the board. 2. Identify concealment or evasion, and always remember that a hidden problem can lead to a much worse crisis later on. 3. You can't do your job if covered with paper and sometimes deliberate you're covered with paper and sometimes deliberate evasion, and you may have to say, "There's no point in sitting on this board because I'm unable to do my job."
Send us a textMost Directors serve on boards in one or two countries. The argument often is that one Most Directors serve on boards in one or two countries. The argument often is that one has to understand the legal requirements and the cultural context. Is this the only way in our connected world?In this podcast, Dr Sabine Dembkowski, Founder and Managing Partner of Better Boards, reflects with Christof Kutscher about his experience serving on boards in 20 countries on five continents. Christof holds multiple key positions in the financial industry. He is Chair of the Board of Directors at Bergos Private Bank and a board member of Carmignac Gestion, Indeez, and Gnothis Holding SA. He was CEO and Chair of Climate Asset Management. Christof has also held leadership roles at prominent firms such as UBS Global Asset Management and AXA Investment Managers.“Well, I didn't start on five continents…”Christof's board career began in Switzerland and expanded across multiple continents over time. While his experience of serving on boards in different countries and cultures has been intellectually stimulating, he emphasises that the real differences in board dynamics often stem from the type of company rather than geography. His extensive international experience has enabled him to navigate these complexities and add value to companies around the world.“I said, ‘No, I'm not looking for a job'”Christof explains how his global board career started with some ex officio roles. As a senior manager in a large global bank, his work naturally extended across many countries. Initially, he served on country boards in Europe, but as the bank expanded, he joined boards in Asia Pacific and joint ventures around the world. He says this was invaluable training, offering deep cultural insights and a firsthand understanding of how different countries approach board governance. This varied exposure shaped his ability to adapt and thrive in various cultural settings.“I typically don't steal the money, and I'm culturally adaptable”When asked how he initiated and developed his global network, Christof emphasises that it's all about trust and delivering more than expected. He explains that board roles are heavily trust-driven, and having a solid reputation without any risky experiences in your background is key to gaining and maintaining that trust. While he continues to receive invitations to join boards from headhunters, he feels that his reputation for integrity and cultural adaptability often opens the door. “I love the deep dive to understand the company, the industry, the strategy”Christof applies strict criteria when evaluating board roles, often recognising whether a position will be a good fit early. He emphasises assessing whether the role aligns with his values before committing. Christof explains that he has never wanted to be a decoration rather than a real contributor. The three top takeaways from our conversation for effective directors and boards are:1. Avoid boards with people with egos so high that the board cannot operate. Individuals may be influential, incredibly smart, and experienced, but they must ensure their ego does not get in their way to help the company. 2. Make sure that the board is doing what it's supposed to do. It's about strategy, setting, compensation of senior management, risk management and liabilities, so all the regulatory stuff. You can have the best director insurance on the planet, but you will run into trouble if you don't do that properly. 3. After you are on the board for six months or so, decide if you can really contribute to the board or whether to get out early rather than wasting your time but move quickly.
Send us a textIn this podcast, Dr Sabine Dembkowski, Founder and Managing Partner of Better Boards, discusses tech boards with Irene Arias Hofman, CEO of IDB Lab, the innovation and venture laboratory of the Inter-American Development Bank Group. “We do care a lot about the principles, the values, the incentives”Irene begins by outlining that when evaluating tech boards, especially in startups, investors focus on several key elements. Using her organisation's portfolio as an example (which includes startups typically at Series A or B stages), she explains that they pay close attention to the governance of both the startups and the venture capital (VC) funds they often invest alongside. They believe that the governance of portfolio companies and VC funds is crucial, although the governance of each differs significantly. “They need to a bring in a whole set of other aspects…. that they didn't have to worry about when they were just a two people team”From an investor's perspective, Irene describes how a good board in a startup balances technical expertise with broader strategic and corporate skills. As the company grows and becomes more institutionalised, the board needs to expand its skill set to include governance, organisational management, social skills and strategic foresight.“They have more control… or more choice than maybe they think in terms of who's on the board”Irene then outlines how successful boards differ from struggling ones in several key ways. First, they ensure the right fit of board members rather than simply accepting any investor who offers capital. She notes that startups often feel they have limited control over their board composition, especially when large investors demand board seats. However, successful startups are, in fact, deliberate about selecting board members who bring real value. “Only 6.2% of board seats in unicorn companies are held by women”Board diversity is also a distinguishing factor. Data shows that companies with women on their boards perform significantly better, yet Irene notes that women still hold only a small fraction of board seats in unicorn companies. “It's become trendy, and it can be good to say you are on the board of a high-growth tech startup”A good board member in the startup context needs to be highly available and committed. Irene points out that while it has become ‘trendy' to be on the board of a high-growth tech company, the real value comes from being genuinely invested in the company's success. “You really want to know: are you gonna build a sustainable business”When it comes to tracking a startup's progress, Irene relies on a few key KPIs that provide a solid understanding of the company's health and sustainability - the burn rate, the lifetime value (LTV) of a customer, and the churn rate. The three top takeaways for effective Tech boards are:1. As a startup, you may be able to pick your board members more than you think, so do not feel pressure to give up board seats to investors to get investment. It has to be a good match to build the right skill mix. 2. That skill mix will evolve rapidly, just as the startup does. You will have to pivot your strategy. For example, if you become very successful, then very quickly, you need to become much more sophisticated in how you are run. So be ready to evolve, including evolving the composition of your board.3. Be mindful of bringing in board members who believe in your vision for the company and can contribute diverse views.
Send us a textEvery country has its fair share of corporate failures. Afterwards, It is easy to point towards governance. Reflection and learning are essential. In this podcast, you hear from someone who has a critical governance role In Germany. You gain insights into the issues discussed and the perspectives of someone who hears daily from all players in the market - regulators, state officials, top managers, board members, the media and the general public. Dr Sabine Dembkowski, Founder and Managing Partner of Better Boards, discusses current trends in German Corporate Governance with Dr. Cordula Heldt, Head of Corporate Governance and Company Law at the German Share Institute (Deutsches Aktieninstitut). She is also Head of the Secretariat to the Commission on the German Corporate Governance Code (Regierungskommission Deutscher Corporate Governance Kodex). “Every declaration that you have to do is actually about nudging boards to do the work”Cordula opens with Germany's recent significant corporate failures, notably the Wirecard scandal, which led to new regulations concerning corporate governance. Following the Wirecard case, German lawmakers introduced stricter requirements for risk management, internal control systems, and auditor regulations. “Every declaration that you have to do is actually about nudging boards to do the work”However, despite the complaints about the administrative burden, Cordula believes the value of these declarations lies in their ability to nudge boards into taking their responsibilities seriously. By requiring formal declarations, boards are compelled to examine their risk management and internal control systems closely – and this scrutiny is not only limited to financial reporting but extends to the entire governance framework. The intent is to ensure that supervisory board members ask the right questions and engage more deeply with these systems. “As a board chair, you're looking for people that you can propose to the board and the general meeting that can fill the whole seat”One effective approach some companies adopt, which Cordula notes, is reporting on the different levels of expertise within the board. This means acknowledging that not every board member starts with the same level of knowledge, especially in specialised areas. She believes this trend toward acknowledging and communicating different expertise levels supports more effective board development and governance.“Of course, they think it's burdensome, but everybody knows the alternative is regulation” Cordula advises bringing directors and policymakers closer together to create better boards. She also understands that while directors generally support the code, they often find it burdensome, although they recognise that the more stringent regulation alternative could be worse. She explains that one approach that has been effective (at least in Germany) is the practice of direct engagement, as Clara Christina Streit, the new chair of the German Code Commission, has implemented. She started her tenure with a "listening tour." The three top takeaways from our conversation for effective boards are:1. Familiarise yourself with the ongoing governance debates, focusing on principle-based and effective governance. This will help you better navigate and meet reporting expectations.2. Be aware of the potential expectation gaps in corporate reporting. Understanding these gaps can help you align reporting practices with expectations of stakeholders and regulators.3. Consider the board a cohesive team that must work together to ask the right questions and prevent governance failures.
Send us a Text Message.Recently, there has been a surge on social media stating that diversity, equity, and inclusion (DEI) are bad for business. Some of the world's largest firms have also significantly reduced their investment in diversity and inclusion. But what does this mean for boards that do believe DEI are good for business? Should they change how they approach this agenda, and if so, how? In this podcast, Dr Sabine Dembkowski, Founder and Managing Partner of Better Boards, discusses whether DEI is bad for business with Prof Grace Lordan from the London School of Economics, Founding Director of The Inclusion Initiative, economist, and labour market skills expert. “What boards need to think about is how inclusive are their teams at the micro level, so that when they aggregate, we get those productivity gains”Grace opens by considering an example – an imaginary scenario where DEI might negatively impact business. Imagine starting a new job and meeting your team for the first time, being different in some way – perhaps gender, ethnicity, or language. You have valuable knowledge and are excited to contribute, but you're repeatedly interrupted or ignored when you speak up. In this situation, you could respond in one of four ways: silence, dissent, quitting and conformity. These responses show how poor inclusion can make DEI detrimental to business. “The biggest thing we can do is say this board doesn't engage in consensus-based decision making”Grace notes that boards must consider what's happening in the room and any member's desire to “fit in.” She attributes many big behavioural risk scandals to groupthink at the team level and board members who are aware of a potential issue but fail to speak up because they don't want to upset the apple cart. “These good habits, unfortunately, haven't necessarily infiltrated boards yet”Behavioural changes are vital to advancing diversity, equity, and inclusion (DEI) in organisations, not only at the board level. Grace outlines how to promote inclusive behaviours, starting with establishing clear rules for meeting hygiene. These guidelines will ensure everyone has an opportunity to speak. “If you invest in an inclusive culture, you should see gains in the fundamentals. You definitely won't see losses”Grace's research explores the broader implications of inclusion on fundamental business metrics such as growth, innovation, patent filings, stock returns, return on equity, and return on assets. She established a clear, positive relationship between inclusion and long-term business outcomes. Diversity alone showed gains only after reaching critical mass. However, when inclusion is paired with diversity, the need for a high critical mass diminishes.“Millions and millions of pounds are wasted each year on diversity equity and inclusion initiatives”Grace notes that to realise productivity gains, board members must prioritise fostering a culture of inclusion, where diversity is genuinely valued and diverse talents are not pressured into conformity. The three top takeaways for effective boards from our conversation are:Integrate inclusion with diversity: Ensure that diversity and inclusion strategies are embedded within the business, not confined to HR or external consultants.Audit and enhance boardroom voice: Boards must pay attention to who has a voice in discussions, ensuring that there is sufficient cognitive diversity. Treat DEI as a long-term investment, particularly valuable for companies focused on growth and innovation. Prioritise creating a culture where team members feel comfortable challenging each other, driving real business g
Send us a Text Message.Corporate Governance Codes worldwide state that an internal board evaluation shall be conducted in years one and two after a fully facilitated external evaluation. It is one of those tasks on a Company Secretariat's calendar that has to be done. But how?In this podcast, Dr Sabine Dembkowski, Founder and Managing Partner of Better Boards, discusses mastering internal board evaluation with Chloe Barry. Chloe is Group Company Secretary at Kingfisher, an FTSE100 organisation.“I'm fortunate to have moved from one engaged chair to another”Chloe starts by explaining her board evaluation process, with the next one planned for the autumn, which will be conducted internally. She outlined how this is notable for two reasons: it is the first led by the new board chair. Chloe is excited to work with them on what she is certain is a robust process. Secondly, they will use most of last year's question set, allowing them to measure progress. “We want the directors to leave the process feeling assured that they have identified the appropriate actions”Chloe admits that board evaluations can be seen as unnecessary and time-consuming. However, her experience with engaged boards and directors shows that they often appreciate the outcome. Despite the time it takes, directors recognise that meaningful participation enhances the quality of subsequent reporting and discussions, and by engaging honestly and sharing views on potential obstacles, board effectiveness can significantly improve. In her opinion, a good evaluation process is measured by the practical actions it identifies for improvement. “Perhaps counterintuitively, my starting point is always to look back and reflect on the previous few years' reviews”To prepare for an internal evaluation, Chloe explains that she starts by reflecting on past reviews, considering the format, tone, actions set in the previous years, and feedback from directors. This helps her decide on the type of review to propose, whether internal or external and if it aligns with their three-year cycle. If changing the mechanism or provider, she will always create a shortlist, benchmark with peers, and possibly conduct a full tender. She explains that while board evaluations, particularly internal ones, can take almost any form – verbal, paper or online - the most important thing is to ensure that you are evolving and improving in all respects.“You need to be honest with your chair”Chloe emphasises that honesty with your chair about past successes and areas for improvement is essential when making proposals. She relates that she introduced Better Boards for their interim evaluation last year to focus on peer reviews. Considerations included various factors such as the new platform, question set, reporting format, timetable, and communication plan. The most positive feedback from last year's review was about the display of the results and the insightful peer review section. The three top takeaways from our conversation are:1. Learn from past evaluations by reviewing agreed actions, feedback, and the process. Show directors you are improving the experience to maintain their engagement. 2. Inform and engage individual directors early about the process and any new provider, and ensure they complete the evaluation.3. Test the survey, whether homegrown or external and ask others to do the same. Check for clarity, insightfulness, and practical usability. A thoughtful process leads to more engaged directors and valuable insights.
Send us a Text Message.Many Directors have positive intentions, want to leverage their experiences, support executives, and discuss the big picture in the boardroom. But many quickly become disillusioned, stuck in detail, ticking off boxes and agenda items rather than supporting executives and helping the organisation make a real mark. In this podcast, Dr Sabine Dembkowski, Founder and Managing Partner of Better Boards www.better-boards.com, talks with Sir John Tusa. He is known as the main past presenter of BBC2's Newsnight programme. He was Managing Director of some of the most iconic media and cultural centres in the United Kingdom, such as the BBC World Service and the City of London's Barbican Arts Centre and chaired the boards of the European Union Youth Orchestra, University of the Arts London and Wigmore Hall.“We are here to help to make the organisation a better, more creative place"Sir John began by observing that a board that is too formal and strictly adheres to rules can stifle creativity. While it is important to follow regulations, boards that only focus on minutes and compliance miss the mark. “The practice of constant accountability prevents people from having ideas”Sir John explains that it presents a missed opportunity if a board does not make time for innovation. To avoid this, boards should ask if they focus more on responsibility or accountability. He believes accountability often means constantly proving compliance to external parties, while responsibility involves making decisions and owning the outcomes, good or bad. Boards should prioritise responsibility, embrace new ideas, and be willing to accept the consequences of their decisions. “Give yourself permission on a board not to be tied down by rule”Sir John wishes boardrooms would handle routine business swiftly and then dedicate the rest/bulk of the time to discussing big ideas. These discussions do not always need conclusions but require an open-minded approach, and the chair and chief executive must foster this creative environment. Board members are not there just for their specific skills; they are there as whole individuals. “It's vital that boards spend time together”Spending time together outside formal meetings, as Sir John experienced on an American board, can significantly improve board dynamics because boards need to be enjoyable spaces. So, as chair, focus on creating an open, fun, and collaborative environment while ensuring that the board members feel valued and heard. This will foster an atmosphere where innovative ideas can thrive. “You won't do it just by being stuck in the mud and saying, ‘We're observing the rules'”Sir John concludes by pointing out that as an individual non-executive director or trustee, you can influence and contribute to creating a vibrant board atmosphere, even if the chair is not taking the lead. He suggests that boards thrive when members feel valued, heard, and motivated to contribute their best. The three top takeaways for effective boards from our conversation are:1. Remember that a board is there to help create and sustain a vision. The vision comes from the chief executive, but the board can contribute to that and needs to be forward-looking. 2. Consider whether everybody contributes equally and is allowed to contribute. 3. Be very careful how you deal with objectives. People think something has been done just because they've achieved the objective, but this might not mean value is added.
As board members gain awareness of the possibilities and power of AI and analytics, an almost unlimited array of potential projects, questions, or scenarios where analytics could improve outcomes arises. The challenge is how to prioritise the various opportunities. In this podcast, Dr Sabine Dembkowski, Founder and Managing Partner of Better Boards, discusses using AI and advanced analytics to deliver value in the boardroom with Professor Bernardo Almada-Lobo, co-author of The Analytics Sandwich: Bringing People and Artificial Intelligence Together to Unlock Business Value. “If you really want advanced analytics and AI to deliver game-changing value, the secret sauce is to approach it with short, laser-focused projects”Bernardo explains that organisations often take two ineffective approaches to AI and analytics, leading to disappointing outcomes. They either embark on a massive analytics project, or different teams initiate numerous mini-projects driven by personal curiosity or bias. He underscores the need for a strategic, business-led approach, focusing on short, laser-focused, collectively agreed-upon projects that are directly tied to strategy. “This technology has the potential to affect every industry and every function of a company”Bernardo believes that boards must understand the opportunities and disruptions generative AI, and advanced analytics present. This awareness helps avoid two common pitfalls. The first is that boards may demand AI projects using a push analytics approach without organisational alignment, focusing on available data rather than the problems. Second, management teams may move faster on opportunities than their boards are prepared for. “By integrating AI and advanced analytics, boards can enhance their effectiveness, make more informed decisions, and drive organisational success”Bernardo explains that integrating AI and advanced analytics can significantly enhance the effectiveness and inform decision-making of any board when considering its responsibilities. “Any director who fails to integrate AI into their work and decision-making process in the near future will not be allowed to serve on the board” Bernardo warns that boards need to address know-how gaps to effectively apply AI. Board members should possess basic AI literacy, which will become a standard requirement. “Analytics is not a substitute for people. It's a support, a way that we have to harness their knowledge and combine that knowledge with state-of-the-art AI and machine capability to augment, instead of replacing”Bernardo gives a list of tips for the C-Suite on AI Integration. 1. Walk the Talk. 2. Align AI and Advanced Analytics with Business Objectives and Culture. 3. Combine People and Analytics. The three top takeaways for effective boards from our conversation are:1. Any director who fails to integrate AI into their work and decision-making process in the near future will not be allowed to serve on the board. Minimum literacy on AI will be mandatory. 2. AI will not entirely replace human decision-makers in complex decisions. Instead, it will complement human experience and judgement. 3. AI and advanced analytics only deliver value when problem-centric. If you want to do pull analytics, you need high C-suite maturity and sophistication.
Climate change is not just a distant threat, but an urgent and immediate reality that is forcing fundamental change for organisations, often transforming their business models. The role of governance in enabling and guiding the urgent transition to the net zero economy has never been more crucial. In this podcast, Dr Sabine Dembkowski, Founder and Managing Partner of Better Boards) discusses how Chairs can structure their committees, why climate change is central to business resilience and growth, and the role of the board with Vicky Moffatt. Vicky is CEO of Chapter Zero, the Director's Climate Forum, a global membership organisation for Non-Executive Directors and Chairs. "Every director needs to understand that over the longer term, there are only two scenarios for the transition and our global economies”Vicky sees boards at every stage of the climate journey. Her work is about educating members to be effective climate leaders from the boardroom. To her, climate is not just a governance issue but a call to action that should be addressed at every level of the organisational structure. Segregating climate issues into an ESG committee is an ineffective approach. Instead, it is the directors' responsibility to take the lead in designing and executing the clean energy transition, thereby making a significant impact on the future of our planet. “I think the longer-term nature of the net zero transition makes it fall in perfect alignment with the very role of the board itself”To Vicky, the corporate governance code promotes the long-term, sustainable success of the company, generates value for shareholders, and contributes to wider society. Leaning on that definition makes board work and net zero perfect bedfellows. So, it's not about the individual director at all; it's about shifting the very culture of the boardroom itself.“The further you go, the more you realise climate and sustainability are issues for every board committee and indeed for the whole board”ESG committees can be hugely important in driving change around business models and strategies, but the issues of climate and sustainability impact so much that the whole board needs to be involved. “There is a sense that this work is too difficult”Vicky points out that when it comes to climate and climate transition, fundamental, systemic change is needed. It can feel overwhelming and intimidating, and there's a lot of unfamiliar territory. So, everyone needs to be comfortable with being in a mode and mindset of learning rather than giving in to the overwhelming aspects. “Great work is happening out there” Vicky shares some concrete examples of great work in the podcast episode. “The chair is crucial. But in some of the more progressive boards that I've seen, the chair is sort of like the goat herder, leading from behind” Vicky feels that when it comes to climate, it really is conventional change work, even though the Net Zero agenda is the most extraordinary change programme ever written. With all excellent change work, it is about having a powerful guiding coalition with a clear vision. Chairs lead this, sponsor this, and enable this, but the best chairs create the space for their teams to carry the work forward.The three top takeaways for effective boards are:1. There are only two scenarios – invest in the clean economy or experience runaway climate change. 2. A good transition plan is linked to good governance and must be led by the board.3. Climate change is an issue for the FULL board.
Managing an ever-growing agenda, Company Secretaries today face a plethora of issues that can pull their focus in countless directions. It's truly challenging to work effectively with the board and keep on top of the ever-changing economic, technological, and regulatory landscape. So, how can Company Secretaries maintain clarity and focus amidst their expanding responsibilities?In this podcast, Dr. Sabine Dembkowski, Founder and Managing Partner of Better Boards, discusses mastering the company secretariat with Jason Wright, Society Secretary at Nationwide. “If you do the small things perfectly, you'll be trusted to do the big things”Jason, a self-proclaimed perfectionist, believes in the power of attention to detail. He likes to have plenty of reassurance that anything he or his team is responsible for will be done and delivered as expected. To prevent surprises, especially around board meeting days, annual events, and the annual reporting, he carefully monitors moving parts and what's going on with various projects, checking and re-checking. This meticulous approach helps him feel on top of things, and crosschecking to ensure he's prepared helps build trust in his position. Jason believes getting the small stuff right wins trust for involvement in bigger tasks. “You have to give the impression of being the calm, serene swan on the river paddling upstream. But, below the surface, your legs are going like crazy, just to stay still sometimes" The sheer volume of materials and regulations that board secretaries manage is incredible and growing more extensive and complex. Jason likes to look ahead to the next year as he plans to help manage agendas for each board session and event. “It's a lot, a lot of preparation”Jason is very keen for his team to sit down with the agenda for each board cycle. They look for items appearing in multiple committees or multiple meeting plans to remove duplication and place things in the most effective spot for resolution. He also looks at the structure of the agenda. His current Chair wants each board meeting to have a strategic, operational, and socially minded agenda item, which gives Jason a structure and framework to work around as he builds agendas.“You need to understand the Directors, to help the Chairman help them bring the best of themselves to the meetings”To help his board work effectively, he connects with each Director, checking on their needs, seeking feedback, and listening before and after each board cycle. This creates a positive relationship and gives him a better sense of what each Director likes, dislikes, prefers and needs for the meetings.In meetings, Jason sits next to his Chair, helping flex the agenda as it flows to allow for extended discussions, faster resolutions, or other day-of changes. He keeps team members just outside the meeting to help manage board guests. “What you have to do, first of all, is prove to them that you've got something to add”Jason has worked to achieve his relationships and influence by showing that he could make a positive difference in the board's effectiveness and accomplishments. He actively looks for places where he can anticipate a need or remove a burdensome task for a Director or his Chair. The three top takeaways for effective boards are:1. It's essential that you enjoy the role. It's a privilege to be at the table where the big calls get made, so you need to enjoy it.2. You need to know your place. You're there to serve and support the board. Focus on that with laser vision. 3. Nail the smaller details, and you'll be invited to the big stuff.
Managing an ever-growing agenda, boards today face a plethora of issues that can pull their focus in countless directions. How can boards maintain clarity and focus amidst their expanding scope of responsibilities, especially when it comes to the critical area of sustainability?In this podcast, Dr Sabine Dembkowski, Founder and Managing Partner, discusses this issue with Andrew Hobbs from EY's Center for Board Matters. Andrew is also EMEIA Public Policy leader and Chair of the Corporate Governance Working Group of the European Contact Group, Vice-Chair of the Corporate Governance Policy Group of Accountancy Europe, and the author of the annual EY EMEIA Board Priorities report.“I can confidently say GenAI is redefining business efficiencies and innovation”Andrew feels boards need to infuse their organisations with the right tech skills and foster a culture that's eager to leverage AI's full potential. Turning AI chatter into meaningful outcomes is challenging. Ensuring GenAI tools are applied within the right contexts and properly integrated with existing systems is key to adding actual value.“Boards have been spending more time on workforce-related topics for the last couple of years than they have in a long time, and they don't expect that to change anytime soon"Andrew hears fresh urgency about human capital, skill gaps, and the employee value proposition in his conversations with boards. The present situation with AI, DEI, and the global economic climate means boards are under renewed pressure to provide governance and guidance. Andrew stresses that boards must be proactive in facing the skills shortage while still emphasising DEI. “The ability to predict the future is not as good as it used to be, or at least that's the perception"While boards are used to managing risks for their organisations, Andrew feels there is more to manage – and more in flux – than in the recent past. As a result, he recommends boards lean more heavily on scenario planning and increase their monitoring of disparate world events. In this way, boards can help chart a strategic and flexible course.“Make sure you don't have all your eggs in one basket"To Andrew, it's about boards making sure their companies have the agility and resilience to withstand economic or geopolitical shocks. He feels boards should elevate supply chain strategy to reinforce agility and resilience by embracing technology—such as AI and automation—that refines supply chain performance and drives cost efficiency. “The problem some companies have is a lack of confidence in the likely return on investment of allocating capital towards sustainable sources"Transitioning to a low-carbon economy is non-negotiable, with significant net-zero commitments from nations and corporations. Despite the inclination to prioritise short-term earnings, boards must confidently champion sustainability as a value-creating strategy, not a cost centre. The three top takeaways for effective boards are:1. Boards need to recognise the power of generative AI in driving innovation and improving efficiencies within their organisations and establish robust governance around its use. 2. Human capital, especially concerning DEI, is a critical strategic priority as technological advancements reshape the workforce.3. Board members must act as catalysts for embedding long-term sustainability into their company's DNA.
Diversity and inclusion are not evenly distributed throughout an organisation, and the view at the board level may not correspond with reality further down. This creates missed opportunities and prevents companies from unlocking the true potential of their talent and their organisations. Often, firms can increase productivity by doing more to be truly inclusive.In this podcast, Dr Sabine Dembkowski, Founder and Managing Director of Better Boards, discusses increasing productivity through inclusion with Belton Flournoy, Managing Director of the Technology Consulting practice at Protiviti. "When I was young, I looked up and didn't see many people like me”Belton is passionate about inclusion for two reasons. First, he feels that when you don't see anyone like yourself, you fear society won't allow you in certain circles. Second, he continues to see people limiting which parts of their identity they show or hide, and this holds people back from expressing their true potential. “We don't just need to focus on diversity initiatives and how they make people feel. We need to link them to the increased productivity”Belton sees an incredible opportunity to translate the existing dialogues about diversity into more meaningful conversations linked to productivity outcomes and business results.“If you haven't driven the true inclusion values through that middle layer, it won't permeate your organisation, and you might think your organisation is much more inclusion-oriented than it really is…”Many boards have done serious work on inclusion, building it into the mission, governance, and operations. Yet when you drop into the middle management layer, there's a sharp drop-off in belief, behaviour, and execution.“The goal is to create research that helps organisations drive inclusion through evidence-based research”Belton sees many organisations dealing with inclusion and diversity by conducting surveys and reporting their interpretation of the survey results. This approach lacks rigour. This is part of why he devotes so much time to research partnerships, to help create strictly measured and robust studies that can drive change with hard evidence about what's happening and what works.“What you need to do is realise your voice is valid from day one”Belton rejects a fixed mindset and focuses on cultivating a growth mindset. Secondly, he cultivates an internal locus of control. Rather than assigning control of his life to others or believing that an externally controlled system is responsible for his life outcomes, he frames situations in terms of what he can control and take action on.The three top takeaways from our conversation for effective boards are:1. Create a personal board. As a senior leader, it is hard to get good feedback. So, identify three to six people to talk to about your career in a professional context between one and four times a year. This will transform how you get feedback on challenging issues and help you have a priceless sounding board.2. Realise the voice in your head is just a voice. You don't have to listen to it. You can ignore or challenge it, which is especially useful for overcoming negative internal narratives. 3. Contribute to the productivity research of the future. Complete the ongoing survey on generational productivity from the London School of Economics and Protiviti. You can complete it here: https://www.protiviti.com/us-en/survey/lse-generations-survey
Boards are complex structures, and it can be overwhelming for a first-time CEO to navigate them successfully. In this episode, we dive into the experiences of a first-time CEO, discussing the challenges she encountered and the strategies she used to handle the intricacies of board dynamics. In this episode, Dr Sabine Dembkowski, Founder and Managing Partner of Better Boards, speaks with Daphne Mavroudi-Chocholi about her experience working on a board for the first time. Daphne, the Managing Director of RNIB Enterprises, brings a wealth of experience to the table but is, for the first time, a CEO. “What has surprised me the most, coming from the start-up world, is the governance” Daphne's previous experience was in the start-up world. There is an established background in that world, and investors invest in the person and the idea. Now, she is the Managing Director operating within a highly regulated environment. She finds it constantly necessary to consider the right balance between governance, agility, nimbleness, and the ability to make decisions.“There are two places I really see value coming through. One is honesty, and the other is the idea of working with a board rather than sitting on a board” Daphne feels very lucky in her board relationships. She sees two areas where the board provides and creates particular value. First, life as a CEO can be a lonely existence. With your board, on the other hand, there's the opportunity for honest, no-holds-barred conversations, and that space for transparency creates immense value. Secondly, by viewing the board as a partnership relationship, you gain the benefit of a critical friend. “The most challenging part of working with a board is striking that balance between managing the board, engaging with board members, ensuring alignment, and then actually doing the day-to-day job”To Daphne, one can be pulled into board work and move away from the business. Or, one can go so deeply into the business that one forgets to update the board. “What is the shining city on the hill we're all marching toward?”Along with an ally in the Chair, Daphne finds storytelling extremely helpful. Storytelling helps create narrative fluency in the common culture and goals that drive the business. It can bring everyone together on the same page, build clarity on why things are being done, and drive everyone forward in the same direction. “In God we trust; all others bring data”A second thing immensely helpful to Daphne is an insistence on data. It builds credibility and helps move conversations from opinions and emotions to facts. “You might as well be honest and transparent at the beginning.”The final element for Daphne is transparency. She mentions it often because it matters on multiple levels. It builds trust. It helps us understand each other and the business. Above all, transparency helps extract maximum value from the board because when the members understand the story, data, and balance, they can understand how to bring their full range of skills and abilities forward, exponentially magnifying their impact. The three top takeaways for effective boards from our conversation are:1. It is imperative to create narrative fluency with your board. Clearly describe the proverbial “Shining City on a Hill” as the whole organisation and the Board marching toward it.2. Build diversity around the Board table, especially diversity of thought and working style, to challenge the status quo in a good way.3. Truth will come out – it is best to be honest and transparent.
When companies face increasing uncertainty, they need to lean in and embolden management to do what is right for the business's long-term health. Nowhere is this more pertinent than on the topic of sustainability. In this podcast, Dr Sabine Dembkowski, Founder and Managing Partner of Better Boards, discusses how board members can help make a difference with Andrew Hobbs from EY's Center for Board Matters across Europe, the Middle East, India, and Africa (EMEIA). "There's a significant strategic data and information gap at the board level"One of the big discoveries from the recent EY survey of 200 C-suite or Non-Executive Directors was the data gap. Less than 25% of the total have been identified as leaders on the sustainability and governance front. Leaders were working from a much stronger set of metrics that helped them establish links between ESG decisions and other value-creating objectives. "Metrics are key for good decision-making"Effective decision-making on capital allocations for ESG and quantifying returns on investments is impossible without good metrics. Both leaders and followers reported challenges around getting good metrics that allowed them to capture the financial implications of their decisions. It's an area of opportunity."It isn't about creating a board full of sustainability experts. It's about encouraging boards, or giving boards enough training to ask the right questions."Andrew says many boards are seeking members with sustainability skills, but that may not be the right solution to the problem. Instead, boards need training to ask better questions of themselves and management – questions that challenge short-term thinking, probe for a deeper analysis of financial impacts, and encompass more of a holistic, long-term view of what sustainability choices are going to do. "We're not saying that boards need to do the job of management" Boards need to be ready to challenge and question decisions to find meaningful solutions. If a target has been set, due to regulations or internal goals, but things are behind, how can boards create accountability and pave the way for a real change in business practices? How can boards create deeper conversations about costs, benefits, and resource allocations? "All that gathering of data and setting up the systems and controls to report is giving boards and companies insights they didn't previously have" There is a huge slew of regulations out there, which some companies view as a nuisance. However, Andrew believes that looking at this regulation as a compliance exercise is the wrong mindset and approach. Instead, boards need to look at these and say, "How can we turn this to our advantage?""Businesses need to walk the tightrope between growth and governance" Andrew feels businesses need a balanced approach to governance and growth. One example is the use of artificial intelligence (AI) to advance or monitor sustainability efforts. Boards need to look at the business opportunities it presents and the environmental impacts surrounding the use of AI.The three top takeaways for effective boards are:1. Boards are the long-term stewards of an organisation. Boards need to be mindful of what's happening now and deal with that but also need to encourage a focus on the future.2. Boards need to ask better questions to get better answers and not shy away from the challenges presented. 3. Boards play a key role in linking reporting to a stronger long-term value narrative for investors.
What are the key differences between the U.S. and the U.K. in their approaches to corporate governance? How do these differences impact an independent/Non-Executive Director in their duties?In this podcast, with Susan Skerritt, Dr Sabine Dembkowski, Founder and Managing Partner of Better Boards, discusses corporate governance practices in the U.S. and U.K.. Susan was the CEO of Deutsche Bank Trust Company, Deutsche's US commercial bank. Since 2018, she has served on the board of financial services organisations in the US and UK. "I've been lucky to find boards that want my experience, perspective, and where I think I can add value"To Susan, the most important thing when looking at board opportunities is whether you see yourself bringing value to the organisation. She pursues global board opportunities because she's always operated in and enjoyed the global business world.Susan notes that while boards in the U.S. and the U.K. have their differences, there are also many similarities. Both operate on the Anglo-U.S. model, which differs from the German, Continental, and Japanese models. "The most important differences are the philosophical differences" For Susan, the most important difference is philosophical. U.K. corporate governance is principles-based. There is a corporate governance code that's updated regularly, and it's applicable to companies with a premium listing on the London Stock Exchange. The code operates on a "comply or explain" basis, and that really recognises that one approach may not be appropriate for all companies. The U.S. approach is more prescriptive. There is no corporate governance code per se. Rather, publicly listed companies are subject to four areas of law and regulation: state corporate law, federal securities law, Stock Exchange listing rules, and federal and state laws related to specific industries, such as financial services. The second philosophical difference relates to whom the board is ultimately responsible. In the U.K., the duty of Directors is to shareholders and stakeholders. In the U.S., shareholders' interests tend to be the primary concern. The Business Roundtable and Association of Chief Executive Officers recommended in 2019 that the U.S. shift toward stakeholder focus, but that's still evolving. "Beside philosophical differences, there are structural differences" Susan sees several structural differences between U.S. and U.K. boards. For example, in the U.K., the Chair and CEO are more likely to be separate, with fewer than 10% of FTSE companies having a combined role. In the U.S., over 50% of S&P 500 companies have a combined CEO and Chair role. Susan finds this can lead to conflicts of interest, and prefers the U.K. model."There are also differences that impact the Directors themselves"There are also key differences beyond operational structures that impact Directors themselves. These anchor on board refreshment, compensation structures, and education for board members.The three top takeaways for effective boards from our conversation are:1. If you have global experience that you want to deploy in your board work, consider a board in another jurisdiction. Your experience is precious if the company operates globally and most of its existing board members are from one country.2. Corporate governance continues to evolve in every country. By having experience in multiple jurisdictions, you bring different perspectives to the table. 3. Even if you don't join a board in another jurisdiction, keep updated about how corporate governance is evolving outside your country. There are best practices you observe in other jurisdictions that could be deployed no matter where you serve.
Climate change has transitioned from a distant environmental concern to a pressing business issue. The rhetoric between business and climate activists has hardened. Friends of the Earth in the Netherlands have sued Shell and are now in the process of suing ING. What should boards do? In this podcast, Dr Sabine Dembkowski, Founder and Managing Partner of Better Boards, discusses the thinking behind the move to sue ING Bank and learnings for boards with Donald Pols. Donald is the Director of Friends of the Earth in the Netherlands. “We can and will manage to address dangerous climate change if all relevant actors contribute, including the financial sector.”Donald is bringing the climate fight to boardrooms. He cites the reality of the regulatory gap as a key factor- He explains that while governments sign agreements and individual countries make pledges, large multinationals often have no one person or entity truly holding them accountable. Often, the financial sector operates in this regulatory gap, which is why he is using a lawsuit against ING to make an example as ING is one of the largest financiers of fossil fuels in the world, which gives it a unique opportunity to shape climate change impacts. “It's time to start acting on all these initiatives instead of only talking.”The first step in a democratic society is always a dialogue and a conversation, but Donald notes that conversations have happening for decades with no real progress. So, taking things to court is an intentional escalation. Donald sees going to court as part of the democratic process, which allows parties with a difference of opinion to get a judgment on those opinions. It also creates a way to close the regulatory gap. “If there's only one message I can give to your listeners, it is that climate change is not an ESG issue. It's a material issue.”Donald feels that for boards to truly take climate change seriously, they must stop treating it as a side issue. It is a material issue that is crucial for the financial continuity of a company. “What we notice in our engagement with companies on a C-level is that climate change knowledge is lacking in general.”In Donald's view, acting on climate change starts with leadership from the top. Boards must make climate change a company-wide priority. Ideally, this will result in climate change being a fixed issue on the board agenda, whose importance influences policies not just for the firm, but also for suppliers and clients.“The boards of multinationals that I visit are concerned with achieving and measuring impact. However, the way we measure impact is fundamentally different.”As Donald sees it, most boards measure shareholder value. Firms in the activism and non-profit space, measure stakeholder value. For them, it is less about how much money is made and more about what noticeable changes are achieved and what societal support is won.The three top takeaways for effective boards from our conversation are:1. There's a need to act to prevent dangerous climate change, and this need has become a new societal norm applicable to all corporate and financial institutions. 2. Climate change is a material issue with fiduciary implications. Not acting in accordance with this responsibility already has and will have legal implications in the future.3. On a more personal note, you're a CEO, but you're also a parent and a grandparent. You're a board member, but you're also responsible for life on Earth, especially for your family. The discussions you have and the decisions you make daily will have an impact on the future of our shared planet. There's no profit on a dead planet. Act accordingly.
The board is a powerful asset for tech start-ups. Yet, since the interaction takes place behind closed doors, there is a lot of uncertainty about how the CEO and director dynamics play out. How open is the communication between both sides? In this podcast, Dr Sabine Dembkowski, Founder and Managing Partner of Better Boards, discusses tech start-up boards with Yael Benjamin, Founder/CEO of research firm start-up Snapshot, and Tzahi (Zack) Weisfeld, Vice-President and General Manager of Intel Ignite, Intel's accelerator program. "One of the main conclusions of the research is the focus on communication, or we'll call it the lack of communication, and transparency between tech CEOs and their directors"Yael research finds one of the biggest issues is communication. Some 61% of the CEOs say they're not fully transparent with their board. "The lack of transparency is leading to a situation where CEOs do not utilise the value of the board" Yael's research finds the lack of transparency and trust leads to extra challenges and diminishes the value board members can bring."There's a difference between first-time founders and people trying to manage or work with a board for the first time versus the more experienced founders that have a better handle on the governance of their start-up"Zack feels the experience is a large and underappreciated factor here, both on the side of CEOs and founders and also on the side of board members. "CEOs that are young and inexperienced need to get the right kind of mentorship" Zack feels it is important for young and inexperienced CEOs and founders to find advisors who can be great sounding boards and resources for managing board situations. He feels consultants are not a good choice. "A great way to help first-time or younger founders is to have an independent board member"As founders seek advisors, Yael's research shows that 60% of start-ups do not have an independent board member. "Investors overestimated the value they're providing versus what those CEOs said they're receiving" As an additional consideration when looking at investors as board members, Yael's research finds there's a large imbalance in the perceptions of the value of advice and guidance. "The reality is that VC partners are often on too many boards" Considering Yael's data and his own experience, Zack feels an issue not often talked about is that VCs and investors are on too many boards. "When we talked about selecting your advisor, your mentor, you need to select a partner that's going to invest in you"At times, the only thing a VC has to offer is their cash. This means start-ups need to look for someone else to serve in that mentoring or advising capacity very intentionally.The top takeaways from our conversation are:1. Yael notes that a lack of transparency is going to prevent getting value from the board.2. Zack wants to remind everyone to choose your mentors, VCs, and board members as carefully as possible – with at least as much care as you would a co-founder or spouse. 3. Zack would also like to remind CEOs and founders that they are in control of their companies, not the boards. While boards play advisory roles, the ultimate responsibility for managing the firm lies with the CEO.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.
Environmental risks make up half the Top 10 risks over the next ten years. Climate change remains one of the most urgent challenges confronting boards in their oversight capacity. How can boards improve their oversight of climate-related risks? And what does accounting have to do with it?In this podcast, Dr Sabine Dembkowski, Founder and Managing Director of Better Boards, discusses how boards can improve their oversight of climate-related risks with Mike Mahoney. Mike is the CEO of the E-liability Institute, a global non-profit organisation advancing accounting upgrades to drive green innovation and reduce carbon emissions. In November 2021, Professor Bob Kaplan of Harvard Business School and Professor Karthik Ramanna from the University of Oxford published a prize-winning paper, Accounting for Climate Change, which is the foundation of the E-liability concept. "Let's focus on the fact that investors say climate change poses one of the largest sources of financial risk to companies and their asset owners"Climate change has been discussed for years in the context of ESG and sustainability, but Mike says it remains a top risk for boards. Of course, risk is often the flip side of opportunity. Mike feels companies can develop and sustain advantages in how they effectively mitigate these risks or in how they help customers mitigate these risks. These are important strategic issues for management and boards alike. "As emissions continue to grow around the world, the current system simply isn't working"Most companies use approaches to carbon accounting based on carbon disclosure requirements that aren't fit for purpose. To appropriately analyse and mitigate climate risk, companies need to precisely understand the carbon intensity of their operations and that of their suppliers. Instead, firms are leaning on estimates and industry averages, which can be highly inaccurate and introduce so much distortion as to render carbon disclosures useless. "There are six questions to answer about how the company and management are thinking about measurement and accounting of climate-related and emissions data"Listen to the podcast and add the questions to your repertoire."With e-liability, instead of accounting for costs, we're accounting for carbon"E-liability is an accounting algorithm that allows organisations to produce real-time accurate and auditable data on their total direct and supplier emissions and those of any of its products and services. It is a simple, open-source, free-to-use set of principles that can create an accurate and auditable total "cradle to grave" carbon footprint number. The three top takeaways from our conversation are:1. Climate risk is financial risk, and companies and their boards should manage it as such. Climate risk can be quantified, measured, and mitigated. It can represent a strategic opportunity for competitive differentiation as long as the company's claims for differentiation can be audited and are meaningful to its customers.2. It matters how a company does its carbon accounting. Management and the board need rigorous emissions accounting to understand and mitigate risks and seize opportunities. 3. Everyone should learn more about how companies can improve their carbon accounting by visiting the E-Liability Institute (https://e-liability.institute/). The site has a wealth of information, including the original papers published Bob Kaplan and Karthik Ramana, and a chance to connect with the company to learn more and explore pilot adoption of this approach.
Generative AI will profoundly impact how we work and how organisations operate. My podcast partner has said that it is the most dramatic change we have seen since controllable electricity. Yet, in our board evaluations, we see little about the systematic integration of AI in the agendas of boards. What questions do Directors need to ask in the boardroom?In this podcast, Dr Sabine Dembkowski, Founder and Managing Partner of Better Boards, discusses the questions boards need to ask about AI with Professor of Management Practice at Harvard Business School Joe Fuller. "Companies are asking entirely the wrong questions"Prof Fuller feels many companies are still asking the wrong questions. Too many firms look at AI as a super SaaS product. It's not, and that misunderstanding is limiting them in preventable ways. Instead of asking, "How can this make my current process more efficient?" Professor Fuller feels companies need to ask, "How do I build the processes to make the most of this technology?" That shift captures the astonishing breadth and potential of AI. "It's very important that boards and management go on a learning journey together"According to Professor Fuller, management and boards need to work together to demystify AI for their employees. AI is the subject of a lot of spurious reporting and a lot of rumors. Worse, while some 60% of workers feel AI will change the world of work, only 25% of workers feel it will affect them. That's a level of disconnect Professor Fuller feels will catch many people by surprise."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"AI has many positive applications, but it also brings with it risks. Who owns those risks, tracks them, and is held accountable for them? Professor Fuller feels boards can play an essential role here, helping set up governance structures and models of use to protect and serve the company's operations. "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?"Professor Fuller feels success with AI has two parts – the amount of data available and how fast that data can train your AI into a useful state. Companies that use AI and keep pace with updates could end up with a permanent competitive advantage. "The skills we're going to be looking for will change as this technology becomes firmly rooted in business processes and provides management with the types of insights and data that were often unavailable to them in the past"Professor Fuller notes that what companies will be looking for in top talent and for board members is changing. Responsive technology trained on historical data has the potential to replace traditional time-linked credentials and make tenure in a role less valuable. The three top takeaways for effective boards are:1. AI is as important a development in business as we've seen in the last 200 years. It will drive a permanent, critical transformation as impactful as the steam engine or controllable electricity. 2. It's changing rapidly, and while there is a learning challenge, companies have to view this as an unbelievable opportunity to create a competitive advantage. 3. AI is a very powerful tool. We hope it will be used for good but boards need to be mindful of what a powerful tool can do in the hands of bad actors, and guard against that risk where possible.
What does good look like? What does it mean to lead an effective board? These are probably two of the questions I most often hear. In our board evaluations, we see vast differences in how Chairs and boards perform.In this podcast, I, Dr Sabine Dembkowski, Founder and Managing Partner of Better Boards, discusses leading an effective board with Andreas E.F. Utermann. Andreas was appointed Chairman of the Board of Directors of Vontobel Holding AG in 2022. Previously, he led Allianz Global Investors. Beginning in 2012, he initially served as a co-head and Global Chief Investment Officer. In 2016, he became the CEO, a position he held for multiple years before transitioning into an advisory role, philanthropic, and external board work."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"While some executives struggle to move over to board work, Andreas feels the transition is much easier if you feel you've both done what you needed and wanted to do as an executive. "Getting transparent, honest feedback individually is super, super helpful for personal development. It's also really helpful for group dynamics" On many boards, regular performance evaluations are still uncommon or held for later in a board member's tenure. Yet Andreas feels getting those conversations going right away is critically important for good governance, board futureproofing, and overall board effectiveness. So, as soon as he joined the Vontobel board, he helped initiate Board Evaluations in partnership with Better Boards. "If you want to be successful, you need to be a contrarian"Andreas is aware this approach to board evaluations is a little contrarian. This is intentional. Andreas credits his training as an investment professional and his upbringing by his parents for giving him the instinct to avoid groupthink and work opposite to the crowd. To him, if you want to beat the market and be truly successful, your best bet is to do something different."Good chairs need to have a high EQ"Being effective as a board chair these days requires a high EQ. Andreas notes that modern boards tend to be quite diverse, with strong personalities to manage. Along with this, Andreas feels good chairs must help create safe spaces for high-quality conversations. "The sequencing of board meetings is a significant part of a successful board meeting"Before each board meeting, Andreas asks his assistant to block time so that he can reflect on the key topics that need to be addressed. Then, he works to organize the board meeting so that the most intellectually complex and emotionally intense conversations happen early in the day or first thing in the meeting. "Keep admin stuff to a minimum"Another unique practice Andreas uses to keep his board meetings impactful is minimizing the administrative aspects. He feels board meetings should be focused on strategic discussion. So, Andreas uses a pre-meeting call to cover administrative details before physical meetings. The three top takeaways from our conversation for effective boards are:1. Be courageous. If you fail at first, try again, and keep looking at life as a learning experience.2. Be honest. If you're no longer passionate about what you do and are not learning anything, it's time for a change.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.
A crucial yet often overlooked aspect of board effectiveness: stories. Imagine a world where numbers and strategies come alive, painting a vivid picture of your company's future. When it comes to decision-making and leadership, how can compelling narratives inspire your board and drive tangible results? The ancient art of storytelling can be your modern tool for boardroom success.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"Why do many mission statements fail to change behaviour? Why do most change efforts fail? Jyoti says that when these strategic communications are abstract, they don't connect with people. An important lesson for businesses and leaders is to tell a good story that helps transform abstract ideas, strategies, and mission statements into something graspable and tangible. "The larger the organisation gets, the more important the story becomes"Jyoti says companies are struggling to convince people why they should care. This is true even at companies that have a fantastic mission and story. They are struggling to tell a compelling story, and this directly links to the issues that many firms are facing with employee engagement and community building. Storytelling helps create clarity around the mission and work of the company. It also creates the space for community connection and for building a powerful community around a shared mission and values. "There are different stories for different contexts"To Jyoti, telling a good story comes down to telling the right story to the right people at the right time in the right way. This requires narrative intelligence, a skill that can be learned and honed with practice. Jyoti recommends thinking about where you're telling a story and why: your goal with the story. Different contexts require different stories. He says one basic principle he's found helpful is to think about story sizes. Some situations have space for a five or 10-minute-sized story. In other situations, you've only got 60 seconds. "Boards that do get storytelling right can be a lot more effective"To Jyoti, it's dangerous for boards to overlook storytelling. Board effectiveness improves when storytelling is in play, and good stories can also help with board development and governance issues. On an individual level, having a good story can influence who is brought onto the board and who stays on the board. So, to Jyoti, people need to develop strong personal narratives that showcase their experience and expertise. Once a part of a board, the individual stories can help unite the group and build cohesion as everyone gets to know and appreciate each other. This is especially important in board situations where you are trying to bring together a group with diverse backgrounds and perspectives and meld that group into an effective unit.The three top takeaways for effective boards are:1. People are not rational. Our default mode is to be emotional and rationalise after the fact. Remember this, and try to appeal to the whole brain by using stories.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.
Executive pay attracts attention and scrutiny as companies and society at large face the challenges of rising prices and interest rates. It is a true challenge to strike the right balance between executives and stakeholders. The big question is: How can companies strike the right balance?In this podcast, Dr Sabine Dembkowski, Founder and Managing Partner of Better Boards www.better-boards.com, discusses executive compensation with Paul Norris, Senior Partner of MM&K Limited. Paul has over 35 years' of experience in executive compensation and advising on remuneration structures, policy, performance, and governance. "There's no doubt the role of remuneration committees and remuneration committee chairs has become more demanding" Paul sees remuneration committees (RemCos) facing more demanding and more complex challenges than in the past. Why? It comes down to four key challenges. First, there's a much broader range of interests and objectives from a larger group of stakeholders to manage than ever before. Second, RemCos must pay attention to official regulatory groups and unregulated proxy agents nationally and internationally. Third, management succession planning is becoming more important. Paul sees a lot of scope and a good argument for mixing and blending the work of the nomination and remuneration committees. He feels this collaboration can bolster diversity and inclusion at the board and executive levels. Fourth, there's the challenge of solving the pay-for-performance equation. "What works well is being visible" With so many stakeholders and interested parties to satisfy, Paul says the role of the remuneration committee is expanding. To fulfill that role successfully, he feels communication is key. Good communication between the committee, HR, and the CEO and targeted communication with stakeholder groups."Don't report what you'd like to do, report what you have done"Paul says what shareholders are looking for is clear reporting of actual results. Clear disclosure opens the door for feedback from stakeholders, shareholders, and regulators, both in the public sphere and internally. Getting this feedback is vital for effective governance and compliance, too."There's a much, much greater use of ESG performance targets"One trend Paul sees globally is linking ESG targets with executive incentives on a much broader scale than before. It's not just a trend in the regulation, though that's a part of it, but there's also great pressure from investors. 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"Paul says there has to be a balance between financial and non-financial performance targets in incentive plans. He feels that there will continue to be a rising use of blended performance scorecards, where most incentive payments will be based on financial performance measures, and the balance will be made up of strategic and perhaps ESG measures. This ensures that companies can continue to thrive financially, as the money for pay packages must come from somewhere! 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.
We all have dreams. When we sit in our offices, we probably all wonder what life would be like If we made some different choices. In this 100th podcast of the Better Boards podcast series, Dr Sabine Dembkowski, Founder and Managing Partner of Better Boards, discusses the inspiring life of a Director with Paul Halpin, who, together with his wife, made conscious decisions while developing a successful business and serving on the board of multiple organisations. 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" Paul remembers entering the workforce in the early 1980s during tough economic times. Now, Paul looks back fondly on his "young dreamer" self, knowing how surprised that dreamer would be by the global path of his career. Paul counts himself fortunate to have secured a job with PwC that opened doors for him overseas. Yet, despite being a long-time partner in PwC, Paul says he wasn't satisfied. "There was an entrepreneur always trying to get out" Paul is fascinated with business successes and failures, something he says his colleagues continually note about him. So, even as he rose to partner and built a robust 25-year career inside PwC, Paul says he always wondered if he could have a viable business life outside a Big 4 firm. In 2004, Paul had a unique opportunity to leave PwC. He recalls talking it over with his wife, and together they made a big leap – moving their young family to Mauritius. "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 colleagues3. Always ensure you have a financial cushion to be truly independent in your board directorships.
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 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.
When LGBT+ employees feel their employers aren't doing enough to support LGBT+ inclusion, many are prepared to look elsewhere for organisations that do. This is one of the many stark findings from Deloitte's recently released 2023 LGBT+ Inclusion @ Work report, which explores the experiences of more than 5,400 respondents across 13 countries through the lens of both sexual orientation and gender identity. The survey findings reinforce that when organisations foster diversity and demonstrate a commitment to LGBT+ inclusion, it can positively impact the lives and experiences of all employees in the workplace. This is why boards need to recognise the importance of inclusion and move beyond lip service to ensure companies have the necessary strategies to ensure their organisations cultivate environments where LGBT+ employees and all employees can thrive. In this podcast, Dr Sabine Dembkowski, Founder and Managing Partner of Better Boards, discusses the 2023 LGBT+ Inclusion @ Work report and why boards need to prioritise LGBT+ inclusion with Emma Codd, Global Chief Diversity, Equity and Inclusion Officer for the professional services firm Deloitte. Emma leads the firm's strategy on gender balance, LGBT+ inclusion, mental health, disability inclusion, neurodiversity, and the development and delivery of thought leadership aligned to this strategy, including the annual 'Women@Work – a Global Outlook' report. In 2021 Emma was awarded Honorary Membership by the UK's ICAEW for her work championing diversity and inclusion of women Key statements"LGBT+ inclusion and the willingness for people to be out in the workplace is a barometer for other aspects of inclusion""The survey shows us how important it is to LGBT+ people that their workplace is inclusive for them""If they are their true selves in the workplace, they're worried they'll be discriminated against, that they'll be harassed, they'll be disrespected, but then they're also worried about their personal safety""The importance of LGBT+ inclusion in the workplace is more important, according to this data, for Generation Z and millennials""One in 10 of respondents that experienced these non-inclusive behaviours said that they were exposed to physical aggression""Do you know how many of your employees actually are willing to give you their personal data in the first place?"The three top takeaways for effective boards from our conversation are:1. This is important to your business.2. For one day try not referring to your partner by their pronouns to see just how difficult that could be for somebody who cannot be out at work, and therefore the impact on their performance.3. Understand that culture is everything, and doesn't just impact LGBT+ inclusion. It impacts everything - and boards have a responsibility here. Try and understand how your people are feeling, what they are experiencing, non-inclusive behaviours, and what needs to happen to deal with them properly.
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
The boardroom is a desirable place, and after a successful Executive career, many wish to embark on a portfolio career and serve on boards. What does it take to make it in the boardroom? In this podcast, Dr Sabine Dembkowski, Founder and Managing Partner of Better Boards, discusses making it in the boardroom with Imran Saleem. Imran is a Partner with Egon Zehnder in the Middle East and the Office Leader in Dubai. "It depends on either the experience or the wisdom that they bring to the table"Imran explains that Egon Zehnder places individuals on boards globally according to client needs. Their selection process focuses on two groups. The first group consists of individuals with specific qualifications or high-in-demand characteristics. Individual experiences and wisdom characterise the second group of people. Imran explains how individuals with relevant experiences as CEOs or CFOs bring a lot of credibility to boards with their strong financial acumen, understanding of risk, and broader strategic knowledge. They are well-suited for roles such as Audit or Risk Committee Chair. "The process of narrowing down candidates from a long list to a shortlist isn't always driven by logic" In his 16 years with Egon Zehnder, Imran has learned that various factors influence decisions when narrowing down a long list of candidates. It is not always logical and can include factors such as the candidate's representation on paper, clients' perceptions and feelings towards a particular company, and their understanding of its operations. Imran believes it is an art form. Individuals are included on the long list because there is faith in their potential to deliver. Egon Zehnder is responsible for advocating for them to make it to the shortlist."They need to help the management look around corners."Imran points out that different boards may have different success factors and requirements based on whether they are a family board or publicly listed. However, he believes that incoming board members need to develop a reputation for asking good questions. Effective board members should look for ways to help the company avoid traps and anticipate challenges. They should encourage management to think big and be ambitious. They should not provide all the answers but offer guidance and allow management to develop their solutions. "The demand for good board members is extremely high"Imran explains that they often look for board members from FTSE and DAX, but it is not just about where the companies are listed but also how they operate. For boards in the Middle East, board members from global companies with experience in emerging markets and different geographies are most sought after."Companies should not hire a board director when a consultant or advisor can fulfil the role"Imran outlines the Egon Zehnder view that companies should not hire a board director when a consultant or advisor can fulfil the role. Specialist insights can be obtained through advisors, managers, or by creating an advisory board, and the main board should consist of individuals who can contribute to a wide range of topics rather than being focused on a specific area. The three top takeaways for effective boards are:1. Make sure you practice good judgment. Good judgment always comes into play whether a board is looking for a board member or aspiring to be board member. 2. Bring curiosity and insight to ask the right questions versus giving answers.3. Always hire to contribute to a broader board across various topics and hire consultants where specific expertise is needed.
The landscape of employee relations is changing, particularly in office environments with flexible working. There are many different opinions about how organisations should approach their policies while representing their employees' diversity. The subject of employee engagement sounds simple, but is it?In this podcast, Dr Sabine Dembkowski, Managing Partner of Better Boards, discusses employee engagement with Louise Hardy and Kevin Maguire. Louise is Non-Executive Director at FTSE 250 company Crest Nicholson, where Kevin Maguire is General Counsel & Company Secretary.“There really is nothing like sitting in a room with people”Louise opens by saying that boards get a lot of data-driven, paper-based information about how employees are feeling and thinking, from surveys for example. But nothing beats having these conversations face-to-face to tease out critical issues. Kevin points out that employees are key stakeholders in a board's deliberations, and there is more than one method of employee engagement that satisfies the corporate governance code. They have both found that a designated Non-Executive Director approach with employee meetings is the best for board effectiveness.“Don't manipulate who attends”Louise explains that at Crest they have established visits to all regions, business units, and head office, aiming to engage with a diverse range of employees. In her view, it is crucial to include representatives from different departments, workgroups, and stages of their careers to enrich discussions. "The more you get people to open up, the more others will open up”Louise outlines the “house rules”, which are seldom altered. She initiates each meeting by emphasising the freedom to express oneself and explains they are conducting a comprehensive review to identify common concerns. These collective issues are what will be presented to the executive team and the board. A significant part of the process is the atmosphere in the room, and she aims to foster an environment that naturally helps people to be comfortable and speak up. “Treat the employee engagement subject like a board committee”Kevin explains how the role of the Company Secretary can differ from one organisation to another, but as Company Secretary at Crest he plays a crucial role in ensuring corporate governance and code compliance, and that the chosen engagement method meets these obligations. Company Secretaries can also provide additional input and guidance as needed, as their role extends to sequencing the outcomes of these meetings into boardroom discussions and the boardroom agenda. “Information is just information, you do need to do something with it”Louise explains how she and the HR Director have established a reporting structure. They conduct 3-4 meetings annually, covering all regions twice, for a total of 8-9 meetings. During these, they identify the main topics. After the sessions, they both review all the issues and identify the top 5 or 6, which are usually the most significant. These key issues, along with recommended actions, are presented at the board meeting. The three top takeaways for effective boards are:1. Do not put off getting started because it is so beneficial and really worth the time and effort.2. It becomes easier if you start small and then build up from there, so you will quickly find a rhythm that's going to work for your organisation. 3. It's not that difficult talking about the tough subjects - they come up in the natural course of the discussion, so it is quite easy to get those aired.
Risk identification, ownership, and monitoring sit at the highest levels of organisations and are the ultimate responsibility of a firm's board of directors. We hear much about ESG but focus on the E and S acronyms, i.e., 'environmental' and 'social' aspects. However, risks arising from the 'G' – governance – should be at the forefront of directors' minds. But what do we mean by the term governance risk, and how can it be effectively managed? In this podcast, Dr Sabine Dembkowski, Founder and Managing Partner of Better Boards, discusses managing governance risk with Liz Lynxwiler, Company Secretary at Brightwell Pensions. "One of the key governance risks is around decision making"Liz explains that the first step is to define what governance risk means for your organisation. In her experience, one of the key governance risks is decision-making and unclear roles and responsibilities. One of the main benefits of a robust governance structure is to ensure that boards maintain sufficient oversight of management and the business's day-to-day activities. Boards need to ensure the right controls are in place to mitigate the likelihood of any risk developing, and governance professionals, in particular, act as one of the most important controls around governance risk. "It's very easy to hide key information in a 30-page paper"Liz believes that one of the key things is the natural information asymmetry between the board's non-executive and executive directors. A non-executive by proxy is not involved in the business's day-to-day activities, so they need to lean on their governance teams to ensure management information provided for meetings is on time, clear and concise. "Board Papers are a sticky issue, regardless of how much is written about them"Every company secretary and director Liz speaks to agrees that board papers are a key issue. Simple things like executive summaries are key. Brightwell has done a lot of Report Writer training and treats the executive summary as an elevator pitch with only a minute or two to get key points across. They also take time at the end of meetings to reflect on the meeting itself and the management information. "In reality, the risks are owned by everyone"Liz believes that governance risk is one of those rare risks jointly owned between the first line and the board. In the division of responsibilities, executive management should monitor and manage the risks regularly and escalate them as appropriate. "It's our responsibility as governance professionals to monitor what the board needs and to work with the business to make that happen"Liz explains that sometimes there will be topics that need training on, particularly areas around corporate governance changes, but governance professionals act as a facilitator between the business and the board. The three top takeaways from our conversation for effective boards:1. Be open. Feedback is the breakfast of champions, and sometimes it can be difficult to receive feedback on processes or ways of working that the business has spent a long time building up. But one of the best ways to build trust and strong relationships with the board and other stakeholders is to really listen and take action on areas that might need improvement. 2. Don't shy away from being bold. If there is an opportunity to be more efficient, take it. Just make sure there are clear parameters and adequate checks and balances around any delegations. 3. Trust your governance professionals, who are there to give boards and management impartial advice on how best to maintain the integrity of the governance framework.
In this podcast, Dr Sabine Dembkowski, Founder and Managing Partner of Better Boards, discusses Deloitt´s Women @ Work report and what it means for board members, leadership, and anyone working to drive change and achieve true gender equity in the workplace with Emma Codd, Global Chief Diversity, Equity, and Inclusion Officer for the professional services firm Deloitte. "The findings are deeply concerning when it comes to the actual ability to attract and retain women"Emma starts by highlighting that the third Women@Work report is representative across 10 countries and 5000 women within the workplace in Australia, Brazil, Canada, China, Germany, India, Japan, South Africa, the UK, and the US. Results were "deeply concerning". Many countries have targets or quotas for the representation of women on boards, and data shows that diverse businesses perform better, but to meet those targets, you need to attract and retain women. "That is an improvement, but I hate using the word improvement because it feels wrong to be using it when the data that sits under that is still so concerning and is still so poor"Emma describes how last year, the report found some deeply concerning data around three areas - burnout, non-inclusive behaviour, and hybrid working exclusion. Things have improved this year in these three areas, but Emma emphasises this improvement is from a very poor position. "These women are encountering these behaviours, and under half of them are actually not reporting it to anybody"Emma explains that non-inclusive behaviours are microaggressions or harassment. Microaggressions are often unintended, seemingly small behaviours that exclude an individual. They include jokes at someone else's expense, comments about how you identify, etc. The challenge is that while these may be unintended, they can deeply impact the individual, particularly when it happens for a prolonged period. "The challenge, though, is that you when you don't know if there are a low number of reports, you don't know if that's because people simply aren't reporting"Emma notes that the top reason for not reporting is that women didn't feel it would be seen as serious, or that it was serious enough to warrant reporting. That has to stop. Usually, the relevant executives, such as the Chief DEI officer, should be in front of the board regularly and disclose how many reports of non-inclusive behaviour there are. When things go horribly wrong, people often go to the media or onto social media because they feel this is the only option left to them. "For over half of the women, we polled their mental health is a top concern"Mental health and issues around menstruation and menopause are impacting women in the workplace, Emma says. From a mental health perspective, the data last year was so high that despite that improvement, it is still deeply concerning. Mental health was a top concern for over half the women polled. Around a third are burnt out, and their stress is higher than a year ago. Emma describes one worrying issue that has significantly worsened from last year – the term "always on." Only a third of the women polled said they feel they can switch off from work.The three key takeaways for effective boards are:1. Gender equality is a matter for boards. This is not something that is a "nice to have" but a business imperative.2. Look at the results and data of the report, as within it are a small number of women that work for companies getting it right.3. The report provides the insight needed to ask the questions you need to ask within the organisation and make sure that you are able to make those targets and quotas.
AI and generative AI are capturing the headlines. We know it will bring an era of rapid change, new opportunities, and new risks. Existing security protections against spoofing and phishing are now vulnerable, and employees are wondering what it all means for them. Developers of Generative AI are acknowledging the risks. So what should boards and directors be thinking about all of this? And more importantly, what should they be doing?In this podcast, Dr Sabine Dembkowski, Founder and Managing Director of Better Boards, discusses the implications of AI with Karen Silverman. Karen is a member of the World Economic Forum's Global AI Council, a member of McKinsey's External Technology Council, and an advisor to the Business Roundtable."It needs to get put on the agendas as a deliberative item"Karen starts by explaining that there's a lot of talk and inquiry from both the board and management. At the existential level, these technologies (and particularly the newest) are likely to impact cost structures across the business dramatically. How we value and pay for expertise and automate repetitive processes will change. If the issue is not on the agenda yet, it needs to be put on those agendas, not as a reported item, but as a deliberative item. "Start giving them access to resources, both internal and external"Karen says that the first thing boards can do is start giving themselves and others access to resources and have someone keep an eye on technology. She notes that it is tough to keep up at a broad landscape level, but which technologies will impact the business needs to be identified. "The rates of uptake create some urgency, but also it's creating a level of anxiety"Karen feels the urgency around AI is a by-product of how quickly these new technologies are coming online and being integrated into workflows. Rates of uptake create urgency but also create a level of anxiety that needs to be dealt with, whether this is warranted or not. "This belongs in the category of strategy and risk management as much as it belongs in the category of compliance" Karen believes that boards need to 'lean in' to the issue. It needs to be on the agenda without waiting for management to decide it needs to be there and add it. Boards need to lean in and ask questions about where these technologies are being used within the organisation, for what purpose and to what end, and what is being done to defend against foreseeable risk. "Every industry is struggling with this in some way"Karen advises that to avoid being overwhelmed, boards take a step back and hear the various reports from the CFO, the general counsel about data protection, and also the report about AI. They need to ask who is accountable within the organisation for that AI report and ensure they hear it.Karen believes boards are not always well served by management and that these issues intersect and impact one another. Therefore, she feels boards and management need to integrate better. The three top takeaways for effective boards are:1. AI promises ease and efficiency, but it requires (particularly of leadership) a heavier cognitive load and more thinking, work, and questioning. Lean in to the change. 2. Consider how the values of the organisation are going to align, and guide it through periods of surprises, creating space to both deliberate and become educated. 3. Stay curious and expect change. Part of what is holding people back is processing surprise, and they need to get beyond surprise to real leadership. There is a huge role in setting the tone, capabilities, and capacity of employees and customers to manage this change.
It is well-known that the track record for successful acquisition is poor. All kinds of studies with different methodologies generally point to the dangers of acquisitions, some claiming that as much as 70% of deals underperform. So, if the stats are generally correct, this would seem like a massive risk for those governing the enterprise. How do they beat the odds and avoid becoming another statistic of value destruction, by presiding wisely over transactions?In this podcast, Dr. Sabine Dembkowski, Founder and Managing Partner of Better Boards, discusses this issue with Dr. Dean Blomson, a highly experienced strategy and transformation advisor. "Failures during an aquisition' are often directly attributable to the lack of priming and the lack of preparation"Transactions can fail before, during, or after acquisition. Dean relates that most failures before and during the acquisition phase can be attributed to a lack of preparation. During the transaction phase of the acquisition, the causes of failure are also prevalent. Dean points out that once a transaction is flowing, specialist firms are often appointed. Dean believes the management of these firms requires a mature, sophisticated executive team and a board working closely to ensure they get cohesive advice. "Rush the due diligence, and you end up stepping on a whole lot of landmines afterwards"Dean explains there are several reasons for failure during the deal-making stage of the acquisition. Firstly, a lack of discussion between the board and executives about the 'go' or 'no-go' decision gatesSecondly, and typically, the due diligence is not properly structured and/or is superficial and rushedLack of coordination with and input from internal teams at the right time, catching them by surprise. "There's what I call a conspiracy of silence…"Dean outlines how the causes of failure reside in the earliest stages, but issues can still arise post-acquisition. Significant cultural mismatches that were not anticipated come to light, or the integration efforts start late or are not well-coordinated, or are bungled. He notes that management, or even the board itself, can lose focus in the post-transaction phase. He warns that if it is felt that the transaction is marginal, there is sometimes 'a conspiracy of silence' on the benefits' reporting and integration progress. "What is it that we're looking for?"Dean outlines three key areas for boards to pay attention to: Clear upfront strategyEarly preparation and planningProper understanding of culture. "Proceed with caution. That's one of the things that boards need to do continuously"Dean repeats that boards need to have justifiable confidence that the executive has prepared and planned well. One thing that stands out for him about the best-performing boards is that they recognise that practice makes perfect. Starting small and learning from all prior transactions with the executive team is important. What worked, what didn't work, what could have been done better? It becomes a deliberate capability-building exercise. The three top takeaways for effective boards:1. Be prepared. Do the foundational thinking and preparatory work2. Be disciplined, follow a process, and stick to the plan. If you said you're not going past the stage gates, or this is a non-negotiable criterion, you need to stick to it. Of course, plans need to be flexible, but if necessary, understand why you need to move away from the plan. 3. Be challenging, your individual and collective thinking.
Transferring a family-owned enterprise to the next generation raises complex and emotionally charged questions. A Chinese proverb states that "wealth shall not pass three generations." The first generation builds wealth, the second manages it, and the third generation destroys it. In this podcast, Dr Sabine Dembkowski, Founder and Managing Partner of Better Boards, discusses the role of the next generation with Martin Roll, a global expert on family business and family office topics and a world-renowned C-level advisor and business school educator. He mentored over 650 Next Generation Family members and understands what keeps them awake at night. "Next Gen X-ers can bridge past, present and future"Martin introduces how the combination between family and business is unique. The family brings values, legacy, passion, entrepreneurship, and, first and foremost, very personal involvement to a business. He believes that the next generations in family-owned enterprises can play the roles of change agents and have three distinct roles to play. They can work in the business, serve on the board (or supervisory board) and/or become a responsible owner. Naturally, these different roles can change over time, and often someone might start to work in the business when young, later serve on the board, and eventually be an owner of the business, for example. But Martin notes that involvement needs to fit with their personality, skills, and interest because this is a long-term commitment. Overall, he believes the role of the next generation is renewal, and to be the voice of the new generation, modern customers, and competition. Next-generation leaders should question the established norms and structures, but he cautions that coming in, you do not need to create a revolution in the firm but to ensure constant renewal and fit for purpose. "Make sure you clean up the shop in every generation, don't pass on the laundry"Martin believes bringing Next Gen family members into the business starts with creating the invitation to join or to be involved. This can be difficult, with different expectations and possible tensions across generations. He notes some stumbling blocks for the Next Gen, such as their mandate, role, authority, and autonomy. He cautions that the issue of when to step aside and a retirement date can be very difficult for seniors. Only 15% of family businesses worldwide have a plan for succession in place, and yet it takes at least 5-7 years in most cases to do succession. This is where boards have a huge role in mediating, asking sensitive questions, guiding, and nurturing succession over time. "Outside directors on family business boards have a huge role to play"Martin outlines the role outside directors have as directors of all generations - not only the senior generation on the board but also the younger generation coming in. They can provide mentorship and facilitate, creating a formal and informal relationship with the Next Gens entering new roles. The three top takeaways from our conversation are:1. Succession is one of the most complex matters in a family-owned enterprise, so planning should start early to ensure the next generation is in place when needed and desired. 2. Remember that next-generation members bring renewal, so directors can influence how to integrate them, onboard them and help to mentor them. 3. The next generation brings continuity, and they are the ones that will make sure the legacy carries on. The board should help the long-term competitiveness and relevance of the family-owned enterprise and help to unlock that passion.
So much is written and said about what it means to be an effective Director. However, most are with listed organisations in mind. We aim to readdress the balance with this three-part podcast series on family-owned enterprises. In the first episode, we looked at “The role of boards in family-owned enterprises”. In this episode, we will focus on how to become an effective director in family-owned enterprises. In this podcast, Dr Sabine Dembkowski, Founder and Managing Director of Better Boards, discusses this issue with Martin Roll, a global expert on family business and family office topics, and a world-renowned C-level advisor and business school educator. “As much as you can observe governance, it's a little more irrational in nature”Martin begins by pointing out that being an independent Director on a family business board is the same as being on a listed board, but a few things need to be viewed very differently. Most important is to recognise that in family-owned enterprises more emotions are involved and therefore governance can be “a little more irrational”. “You need to care for the business family and the legacy”Martin explains that an outside Director needs to be motivated, enjoy the industry, and have the right fit and skills, but also to have some kind of chemistry with the family. The advice given to the board may be different than to a listed board, as a family business board needs to take a more long-term view, because business families often have an intergenerational time horizon, whereas on listed boards the view is weeks, months, or quarters. “I've got a title like God, I'm sitting on the board”Martin explains that the initial fit of an external Director to a family board must be done in a professional way, with proper due diligence. With more emotions involved, external Directors may become more entrenched in family and succession. He cautions that there are possibly also cultural differences, such as gender, or status issues (“I got a title like God, I'm sitting on the board”) and informal influence. “You will very quickly potentially get sucked into family matters”Martin explains that not only does an external director bring good practices and their own experiences to the table, but also high ethical standards and integrity. But also, with close proximity to the family owners of the business themselves, one may very quickly get sucked into family matters, even personal or very intimate ones, so it is necessary to keep an arm's length relationship. “Be attentive to but not biased by the business family and the business family matters”Martin makes the point that external Directors may find themselves working for potentially a very wealthy, very influential, maybe even a very famous family - and doing it in the local society, region, or country. This can be intimidating. But an independent Director is independent, and must bring an outside perspective. The three top takeaways from our conversation are:1. Independent directors bring huge value - governance structures, best practices, industry experience, and a life outside the family business. 2. The influence of the business family, the complexity, and sometimes navigating tensions and emotions is the fun part of it. 3. Entrepreneurship is deeply embedded in family enterprises – it is why they are successful, often across generations.
Family-owned or family-led enterprises are the backbone of thriving economies across the world. They account for the majority of companies, providing 70% of the global GDP and 60% of global employment. The long-term success of family-owned enterprises across multiple generations is neither a given nor an easy task. There are many complexities involved when ownership, management, and family roles overlap.In this podcast, Dr Sabine Dembkowski Founder and Managing Partner of Better Boards discusses the role of boards in family-owned enterprises with Martin Roll. Martin is a senior advisor to Fortune 100, Asian, and global family businesses/offices. He has more than 25 years of board & C-suite counseling experience and is a mentor for next-generation leaders in family-owned enterprises. “The boards of family-owned or family-led business receive less attention"Martin opens by explaining the differences between family-owned and listed organisations. In a family-owned enterprise, a board may comprise family members with independent directors, or only family members. Also, family board directors may also be owners and/or leaders in the company. “Who really has the power on the board…”Martin believes the board put together for a family-owned business is going to mirror global markets in those intricacies that relate to that particular family. So flexibility is needed, and this is possible because family-owned enterprises are not bound by the same SEC rules and monetary authority rules (unless partly listed). He recommends ensuring more informed reporting lines (or many complex reporting lines), to intertwine ownership, family members, and management. “In family-owned enterprises, there is this underlying notion of a very long-term view”Martin believes there are four things he has seen working in family-owned enterprises that larger organisations could learn from. 1. Importance of the long-term view and the fact that family businesses tend to think in generations. 2. The proximity to owners and shareholders means relationships can become a little less informal. 3. Family-owned enterprises are very driven by purpose, values, ethics, and legacy. 4. Martin believes that family firms are a force for good in the world, because a family enterprise often comes from a certain region, town, city, and/or culture, and they often want to give back to that community. “If you are making space for outsiders, you also need to give them that space”Martin finishes by looking at the challenges for boards in family-owned enterprises, and the difference between family and non-family directors. He notes that external directors need to understand the history of the enterprise, as the culture of a family firm is a combination of past, present, and future, and that culture must be respected. The three top takeaways from our conversation are:1. Governance matters for family-owned enterprises are often underestimated. They need to start early to adapt and learn, and then seek governance as a journey and not an end state, to add new skills, get an outside perspective, freshen up, and innovate, while still keeping checks and balances. 2. Family business boards can be more complex to manage. The oversight is different and takes extra attention and skill, but can also be a very rewarding journey. 3. Learn from family firms, because they have a long-term view, and are more patient but still highly competitive. Learn from the best practices in corporate governance, but also be willing to create your own model because all family-owned enterprises are different.
As companies in Africa are becoming international players in both operations and sourcing of capital, the need to meet listing requirements of foreign exchanges and appeal to international investors has elevated the importance of corporate governance in Africa. Generally, favourable economic growth expectations and lack of legacy issues mean that Africa has some advantage in having new governance frameworks fit for the 21st century.In this podcast, Dr Sabine Dembkowski, Founder and Managing Partner of Better Boards talks with Tinuade Awe, Chief Executive Officer of NGX Regulation Limited - an independent regulatory subsidiary of the Nigerian Exchange Group Plc. The Group was formerly known as The Nigerian Stock Exchange (NSE)."Entities don't go into business because they want to be regulated"Tinuade starts by outlining the difficulties of multiple layers of regulation, sometimes with different regulators, each wanting to impose certain obligations, each acting within its mandate by the legislative enactment. She believes that while regulators are already collaborating, there should be more of this. She describes how sociocultural issues are important because the underpinnings of good governance are transparency and disclosure, but the African approach to disclosure differs. African countries have extremely multi-ethnic cultures, leading to a sense of 'keeping what's yours to yourself.' She believes this leads to people simply 'not wanting to see what is happening,' not because of any wrongdoing, fraud, or cover-up, but because culturally, many people don't believe that type of disclosure is necessary. "We tend to look at what works in other places and then domesticate for our market"Tinuade believes that Africa is more similar than different to other countries in regulation. However, when thinking globally and acting locally, there are exceptions, and she gives the example of the demutualisation of the Nigerian Stock Exchange. "Regulator, don't you really think that you should be looking at this group of us and trying to come up with something?"Tinuade reports that the very youthful population in Africa are digital natives and thus require access to digital sources of information. They want well-run companies because they can see how governance is helping to improve other economies and providing opportunities. She feels the combination of youth and technology is undoubtedly vital for the furtherance of corporate governance. "The move from rule-based to principles-based helps moderate the box-ticking"Tinuade acknowledges that, unfortunately, sometimes corporate governance becomes a box-ticking exercise, and there is not as much time spent on whether the board or the governance processes are effective. But if you have a completely Greenfield country, where there is no corporate governance, she feels people need help to get accustomed to what governance means. At the start, you may want to give a tick-box list. But soon the move should be made to be more principles-based governance. Tinuade advocates the latter because it gives scalability and flexibility, which help to moderate the frustrations companies might feel. The three top takeaways from this podcast:1. Corporate governance is global. There is no African or Western corporate governance. Certain immutable principles apply everywhere. 2. Many companies are not taking issues around ESG as seriously as they should, and there are many developments in the world right now that will require mandatory obligations on companies. 3. The regulator is your friend. People should engage more with regulators and develop relationships. It is a two-way street.
There are many types of differences and diversity, and not all are visible or recognised. But what can be done to build and maintain a truly inclusive and equitable board and organisation?In this podcast, Dr Sabine Dembkowski, Founder and Managing Partner of Better Boards, discusses building inclusive and equitable cultures with Dr Doyin Atewologun, Director of consulting firm Delta Alpha Psi and multi-award winner in recognition of her work on driving evidence-based inclusion in organisations. "Different differences have an impact"Doyin opens by explaining that inclusion is about the degree to which difference is recognised and valued, regardless of the type of difference. She highlights that in some geographical locations and cultures, certain differences matter more than in others, and some differences are visible and some not so visible, such as neurodiversity. She believes there is a need to think intentionally about different identity dimensions. She believes individual action is very important, and the key question that everyone in the boardroom should ask is: 'What is your own compelling driving force for seeking equality in the business?' "Analyse that assumption that you're sacrificing competency for diversity"Doyin explains that, in her opinion, there are three different types of work to achieve diversity and inclusion: thinking work, talking work, and doing work. She defines thinking work as ongoing alertness to the less visible structures around us and challenging what we are used to hearing or saying. She feels we may not do enough thinking work. She gives the example of the myth that competency is compromised for diversity. Most women, people of colour and other underrepresented groups will say that their experience is the opposite – rather than lowering the bar, people who come from underrepresented groups find that they have to undergo a higher level of scrutiny. By the time underrepresented people are 'on the radar,' they are much more likely to be exceptional, because of the barriers they have had to navigate. "Gently, subtly, politically, but sometimes more directly influence behaviours, so that they're much more aligned with your own values of inclusion"Doyin explains that talking work includes the idea of calling out behaviour, for example, when in a meeting if someone is interrupting or ignoring someone else's ideas. If calling out is a little too direct, calling in is another option. Under no circumstances should anyone see something that goes against what they stand for and wait for someone else's permission to highlight it. "The strength of a board is it comprises of different people"Doyin explains that the third type of work is doing work, which is important to consider within the boardroom itself. It is important for boards to be strong, high-functioning work groups and for board members to trust and challenge one another. The strength of a board is that it contains different people, different roles, and different perspectives. The three top takeaways from our conversation are:1. Inclusive cultures matter not only in the organisation, but also in the boardroom. The work of diversity in boards should not be just one person's agenda item, but everyone's.2. Chairs have a particular role to play, e.g., in helping support the informal induction of new members - especially those who are 'different.' Don't be blind to differences. Be intentional about it.3. When you think about diversity as work, remember there are different types of work – thinking work (thinking critically), talking work (calling things out when you see things inappropriate) and doing work.
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