The Better Boards Podcast Series

Send us a textWhat 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 anotheRemember to subscribe and never miss an episode of the Better Boards Podcast Series. It’s available on Apple, Spotify, or Google. To find out how you can participate in the Better Boards Podcast Series or for more information on Better Boards’ solutions, please email us at info@better-boards.com.

Send us a textClimate 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 financiRemember to subscribe and never miss an episode of the Better Boards Podcast Series. It’s available on Apple, Spotify, or Google. To find out how you can participate in the Better Boards Podcast Series or for more information on Better Boards’ solutions, please email us at info@better-boards.com.

Send us a textThe 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 – withRemember to subscribe and never miss an episode of the Better Boards Podcast Series. It’s available on Apple, Spotify, or Google. To find out how you can participate in the Better Boards Podcast Series or for more information on Better Boards’ solutions, please email us at info@better-boards.com.

Send us a textEnvironmental 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"Mostcompanies 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 accountiRemember to subscribe and never miss an episode of the Better Boards Podcast Series. It’s available on Apple, Spotify, or Google. To find out how you can participate in the Better Boards Podcast Series or for more information on Better Boards’ solutions, please email us at info@better-boards.com.

Dr Sabine Dembkowski, Founder and Managing Partner of Better Boards, discusses the questions boards need to ask about AI with Professor Joe Fuller. They highlight the importance of shifting focus from efficiency to building processes for AI, demystifying AI for employees, and the competitive advantage of combining data with AI. The podcast also explores the evolving criteria for board leaders and the potential risks of AI in the wrong hands.

Send us a textWhat 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 physRemember to subscribe and never miss an episode of the Better Boards Podcast Series. It’s available on Apple, Spotify, or Google. To find out how you can participate in the Better Boards Podcast Series or for more information on Better Boards’ solutions, please email us at info@better-boards.com.

Send us a textA 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 groupRemember to subscribe and never miss an episode of the Better Boards Podcast Series. It’s available on Apple, Spotify, or Google. To find out how you can participate in the Better Boards Podcast Series or for more information on Better Boards’ solutions, please email us at info@better-boards.com.

Send us a textExecutive 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 companiRemember to subscribe and never miss an episode of the Better Boards Podcast Series. It’s available on Apple, Spotify, or Google. To find out how you can participate in the Better Boards Podcast Series or for more information on Better Boards’ solutions, please email us at info@better-boards.com.

Paul Halpin, a successful Non-Executive Director, shares his journey from corporate to entrepreneurship, emphasizing independence on boards, embracing cultural diversity in board meetings, and highlighting effective director characteristics. His inspiring life showcases the importance of dreaming big and making conscious decisions in business and boardroom success.

Send us a textOne 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 ourRemember to subscribe and never miss an episode of the Better Boards Podcast Series. It’s available on Apple, Spotify, or Google. To find out how you can participate in the Better Boards Podcast Series or for more information on Better Boards’ solutions, please email us at info@better-boards.com.