The Better Boards Podcast Series

Send us a textThe 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.Remember 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 text 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.Remember 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 textSo 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 blogRemember 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 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. Remember 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 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 boarRemember 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 textRisk 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 buiRemember 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 textIn 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 switchRemember 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 textAI 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 Remember 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 textIt 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 Remember 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 textTransferring 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 gRemember 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.