150 episodes

Are you a director, senior executive, investor, or someone who‘s just curious about corporate governance? Tune in for insights about how things work inside and outside the boardroom, based on 20 years of experience and interactions with thousands of directors from around the world. Each episode lasts about one minute and will provide you with questions to ask yourself, your board and your management team, designed to optimize the way your organization makes decisions.

Matt Fullbrook is a corporate governance researcher, educator and advisor located in Toronto.

One Minute Governance Matt Fullbrook

    • Business
    • 4.9 • 10 Ratings

Are you a director, senior executive, investor, or someone who‘s just curious about corporate governance? Tune in for insights about how things work inside and outside the boardroom, based on 20 years of experience and interactions with thousands of directors from around the world. Each episode lasts about one minute and will provide you with questions to ask yourself, your board and your management team, designed to optimize the way your organization makes decisions.

Matt Fullbrook is a corporate governance researcher, educator and advisor located in Toronto.

    149. Great board chairs are like great dinner hosts

    149. Great board chairs are like great dinner hosts

    Let's let go of comparing board chairs to orchestra conductors. A dinner host is a way better analogy.
     
    SCRIPT
    Back in episode 91, I made an argument against comparing great board chairs to orchestra conductors. But if an orchestra conductor isn’t a good analogy, what is? I think I have something. It’s not perfect, but to me it’s a much better description of an excellent chair. Imagine you arrive at a dinner party. The lighting is comfortable, the temperature is right. The host takes your coat, puts a drink in your hand, and skillfully introduces you to someone you don’t know with a fun conversation prompt. By the time you’ve had a chance to meet everyone, dinner is served. The food is delicious, and beautifully paired with the wine. The conversation flows. There is disagreement – maybe even tension – but everyone feels comfortable to participate and nobody feels attacked. You learn a lot. More than you expected. And before the conversation loses steam, the evening wraps up. You don’t feel too full, or too drunk, or too tired. It might feel a bit like magic, but to the host it was all just intentional and difficult work – before, during, and after the party. The host, of course, is our board chair analog. I know that if you think about it enough you’ll find lots of flaws with the analogy, but none of them as glaring as the orchestra conductor. The dinner host’s work is in service of creating a vibe, of getting the right combination of people engaging with each other in the right ways, of managing countless intersecting variables that may change without notice, and to do so with grace, humour, and empathy. No standing ovation. No spotlight.

    • 1 min
    148. Do big companies just run themselves?

    148. Do big companies just run themselves?

    Can a company get so big that its leaders barely matter?
     
    SCRIPT
    Think of a really big company. Like, REALLY big. Especially if it does lots of things in lots of places. Even more if it makes money in lots of different ways. Maybe a big bank, for example. Let’s also imagine that the company is pretty good. Y’know, it’s making money, has good competitive positioning, and solid reputation. Let’s also imagine that there are no current crises or major obstacles. Last assumption here is that there are enough good people in the company to make sure that the stuff that’s supposed to happen actually happens. Under those circumstances, the generic bank-like company in question is pretty likely to keep going, right? Maybe even thrive. I sometimes wonder if, under those very privileged circumstances, senior executives and board members might barely matter at all. Sure, everyone needs to report to someone and someone needs to be at the top of the food chain and all that. And of course crises, or at least unexpected shocks, are always a possibility – and someone needs to be at the ready to guide the company through the storm. But in a company like the one we described, could it be true that senior executives and boards most important role is to basically just exist? To kinda be accountability sponges just because someone’s butt has to be on the line? I realize we probably want some folks in our company to be dreaming about what cool stuff we could do next, just so we don’t get complacent. But for the most part we’re talking about innovation at the margins rather than at the core. I’m not really recommending anything here – just making the observation that I can imagine a scenario where an organization’s top leaders barely matter at all. What do you think?

    • 1 min
    147. Do boards have any impact on organizational culture

    147. Do boards have any impact on organizational culture

    Is it *really* possible for boards to impact organizational culture?
     
    SCRIPT
    A lot has been said and written about the impact that boards have, or at least might have, over organizational culture. A lot of what’s been written and said happens in the wake of some culture-related meltdown like at Wells Fargo, or Boeing, for example. Where was the board? How could they have been so blind? If only the board had spent more time actually wandering around the organization, they would have seen the signs, right? I mean, yeah, of course it makes sense for boards to have a clue that their organization’s culture is going down the toilet, obvi. But anyone who’s spent time in and around large and/or complex organizations will tell you that there’s often no one monolithic “organizational culture.” There might be doctrines and norms, values and visions, leadership styles and cults of personality. But in an organization with high diversity of roles or geographies, for example, there’s no way for *anyone* to fully understand culture, or to have visibility into every little nook and cranny where a crisis might be festering. Of course we want our boards to be sufficiently aware and curious to notice systemic cultural issues and toxicity, and to have the guts to get rid of the leaders who allow or enable those problems. At the same time, part of a board’s superpower is in what they *don’t* know. They don’t eat, sleep, and breathe the organization. They don’t obsess every minute of every day and night about its tiniest successes and failures. They come into their roles with the benefit of independence. So does an effective board have impact on organizational culture? Sure, I guess. But are they the architects of culture? That one gets a “no” from me.

    • 1 min
    146. Can good governance overcome ”bad” people?

    146. Can good governance overcome ”bad” people?

    Could it be possible for governance to be *so* good that the quality of the people don't even matter?
     
    SCRIPT
    One of the most common reactions so far to my definition of good governance as “the act of intentionally creating effective conditions for making decisions” is that I might be discounting the importance excellent people. In other words, I might be implying that if we create the right conditions then it doesn’t matter who’s in the room. First off, it’s not my intention to imply that at all. I think the people in the room are some of the most important conditions that we need to intentionally work on in our good governance journey. But let’s explore this for a moment. Could it be the case that somehow good governance is possible even with bad people? I mean, every person has *some* kind of strength, right? Maybe we could create conditions where everyone is *only* able to express their strengths and not their weaknesses. Maybe we could supplement our organizational leaders’ lack of care or interest or aptitude with external support? Maybe still, a truly optimized set of conditions could transform a group of duds into a group of stars? I honestly don’t know, and suspect the answers are deeply circumstantial. But one thing I *do* believe is that if you’re a leader in an organization and feel like you’re surrounded by duds, then it really is worth exploring ways to unlock their potential. Sure, some people might just be a lost cause. But why just sit there resigned to the fact that you’re surrounded by scrubs without putting in the effort to turn them into superstars?

    • 1 min
    145. What is excellent leadership worth?

    145. What is excellent leadership worth?

    Or maybe the better question is "what *isn't* good leadership worth?"
     
    SCRIPT
    Way back in episode 54 I wondered about how we could possibly know how much to pay a CEO if we don’t know their compensation floor. In other words, if we don’t know how low a CEO’s pay can go before they will quit, or at least start to under-perform, then we are missing a critical variable to understanding the range of executive compensation that we have to work with. Well, there’s another equally important question: what is excellent leadership worth? Or maybe an even better question would be what ISN’T excellent leadership worth? Sure, senior executives – CEOs especially – tend to make an eye-watering amount of money. And obviously there are a tonne of philosophical, social, economic and moral questions that are important to examine in terms of whether extremely high compensation is good or bad for the world overall. But in the context of a specific organization, and taken in isolation from other intersecting factors, let’s ask the question: what ISN’T excellent leadership worth? Whether you’re a tiny, cash-starved local organization or a massive multinational, what wouldn’t you pay to get the *perfect* leader? Not that you should irrationally pay more than you need to, of course, but I meet organizations that are, in my opinion, unnecessarily anxious about paying too much for great leadership. In my experience, though, it’s a lot easier to find more money than it is to find an excellent leader, regardless of the organization.

    • 1 min
    144. Is your boardROOM an impediment to good governance?

    144. Is your boardROOM an impediment to good governance?

    I'm kinda obsessed with re-thinking the layout of boardrooms. Here's why.
     
    SCRIPT
    If you’re super attentive, you might have noticed me referring a few times this season to the impact of boardroom layout on good governance. This episode is where I admit that I’m kinda OBSESSED with the idea of re-thinking boardrooms. You remember last episode when I said 1000% improvement can come from 1% change? I think this is a good example of where a small change can have a HUGE impact. Over the past few decades, you’ve probably noticed a whole bunch of experiments in workspace optimization. Cubicles, open concept, private offices, hoteling, space for play, remote work, and more. Smart managers are interested in exploring and better understanding how the work environment affects morale, productivity, culture, innovation, and ultimately organizational success. Absolutely *none* of that curiosity has broken through the impenetrable barrier of the boardroom door. But let’s be honest: why is your boardroom laid out the way it is? Other than it being the way every boardroom is laid out, that is. What is your current layout good for? How is it serving good governance? What other layouts might contribute to effective conditions for making decisions? What if a “typical” boardroom layout with a single oval or rectangle or square or circle or horseshoe with chairs around the outside and a screen at one end, etc., became illegal? What other options would you consider, and why?

    • 1 min

Customer Reviews

4.9 out of 5
10 Ratings

10 Ratings

Lumpy1956 ,

Tim Herron - Curious Director

These short, encapsulated, to the point missives hit the spot are a daily reminder of what our role is as a director. Matt, continue to point out the less than obvious things.

james fracher ,

Fantastic resource

Given governance is such a massive and little known landscape, I really appreciate Matt distilling key ideas and covering such a broad range of subjects. Brilliantly done. Thank you.

Saquib Vali ,

Great Initiative

Matt,

Thank you for doing this. A short form podcast will be a great way to stay with the top issues that a board faces.

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