

The Better Boards Podcast Series
Dr Sabine Dembkowski
The Better Boards podcast series is the podcast for Chairs, CEOs, Non-Executive Directors, Company Secretaries, and their advisors. Every episode is filled with practical insights and learnings from those inside the boardrooms. We tease out what really matters and highlight actionable steps you can take to enhance the performance of your board.
Episodes
Mentioned books

Jul 19, 2023 • 19min
Managing Governance Risks | Liz Lynkswiler, Company Secretary, Brightwell Pensions
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 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.If you would like to become part of the Better Boards community, learn about our distinctive approach and explore opportunities to work with us or contribute to The Better Boards podcast series, get in touch at info@better-boards.com. We love to hear from you.

Jul 6, 2023 • 27min
Gender equality in the workplace starts at the top | Emma Codd, Global Chief Diversity, Equity, and Inclusion Officer, Deloitte
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 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 rIf you would like to become part of the Better Boards community, learn about our distinctive approach and explore opportunities to work with us or contribute to The Better Boards podcast series, get in touch at info@better-boards.com. We love to hear from you.

Jun 14, 2023 • 16min
AI - Rethinking business | Karen Silverman
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 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. If you would like to become part of the Better Boards community, learn about our distinctive approach and explore opportunities to work with us or contribute to The Better Boards podcast series, get in touch at info@better-boards.com. We love to hear from you.

Jun 1, 2023 • 18min
How do boards preside wisely over transactions to avoid shareholder value destruction? | Dr Dean Blomson
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 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'If you would like to become part of the Better Boards community, learn about our distinctive approach and explore opportunities to work with us or contribute to The Better Boards podcast series, get in touch at info@better-boards.com. We love to hear from you.

May 18, 2023 • 14min
The role of the next generation in family-owned enterprises | Martin Roll
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 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 If you would like to become part of the Better Boards community, learn about our distinctive approach and explore opportunities to work with us or contribute to The Better Boards podcast series, get in touch at info@better-boards.com. We love to hear from you.

May 4, 2023 • 16min
On being an effective Director in family-owned enterprises | Martin Roll
Send us a textSo 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 whIf you would like to become part of the Better Boards community, learn about our distinctive approach and explore opportunities to work with us or contribute to The Better Boards podcast series, get in touch at info@better-boards.com. We love to hear from you.

Apr 20, 2023 • 14min
The role of boards in family-owned enterprises | Martin Roll
Send us a textFamily-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. LIf you would like to become part of the Better Boards community, learn about our distinctive approach and explore opportunities to work with us or contribute to The Better Boards podcast series, get in touch at info@better-boards.com. We love to hear from you.

Apr 6, 2023 • 32min
Governance challenges in Africa | Tinuade Awe, CEO of NGX Regulation, a subsidiary of Nigerian Exchange Group Plc
Send us a textAs 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 takinIf you would like to become part of the Better Boards community, learn about our distinctive approach and explore opportunities to work with us or contribute to The Better Boards podcast series, get in touch at info@better-boards.com. We love to hear from you.

Mar 16, 2023 • 28min
On building inclusive and equitable cultures in the boardroom and throughout the organisation | Dr Doyin Atewologun, Director Delta Alpha Psi
Send us a textThere 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 'If you would like to become part of the Better Boards community, learn about our distinctive approach and explore opportunities to work with us or contribute to The Better Boards podcast series, get in touch at info@better-boards.com. We love to hear from you.

Mar 2, 2023 • 20min
The essence of good governance | Dr Peter Crow
Send us a text Corporate mishaps and failures have resulted in boards and governance receiving increased public interest. Despite considerable attention, confusion over what governance is, the role of the board, and how governance might be practiced has resulted in more questions than answers. So, what do boards need to do if they are to become more effective?In this podcast, Dr Sabine Dembkowski, Founder and Managing Partner of Better Boards, discusses the essence of good governance with Dr Peter Crow. Peter holds a doctorate in corporate governance and strategy, has served on the boards of private and family-owned companies and has an extensive international record advising board."We're working in an environment where we're what we're trying to achieve is a little bit camouflaged"Peter starts by acknowledging that boards have a multitude of pressing issues. In addition to these issues are stakeholder and activist expectations and compliance demands. So the environment outside the boardroom is extremely dynamic and board work becomes more and more challenging."The hurdles are many"Peter explains that he is regularly asked three questions that have not changed significantly in over 15 years. These are: what is corporate governance, how should it be practiced, and what is the role of the board? The first hurdle is understanding the job, as there are often multiple different understandings of the role of a given board. The second hurdle is the statistic that one in six directors understands the business of the business. Worse, he relates that only about one in 20 boards have a single united view as to the overall purpose of the company. "One size fits all, or "best practice" is deeply flawed"Peter jokes that things would be fine if boards were made up of something other than people. He describes the problem that the board does not run the company; that is the job of the Chief Executive, and the executive team's job. The board's job is to make decisions and then ask the Chief Executive and their team to implement them. While he recognises some universal principles, he believes "best practice" is deeply flawed and should be replaced with "best fit.""I wish that some of these corporate governance codes would be shortened greatly"Peter relates that when a problem arises, the lawyers or regulators become involved, and the reaction is to design more regulations or add to the code. The goal is to help boards do their job properly, yet counterproductively, this focuses boards more on complying with the regulations and codes, leaving them with less time to do the rest of their job (which is value creation). "If a board is to have a positive impact in a sustained way three things are necessary"Peter describes the balance between value protection, compliance, and value creation. Peter says that if the board is to have any impact on the future performance of the business in a sustainable way, then three things are necessary. Firstly, strategic competence. The second factor is activity and engagement. The third factor is behaviour. Peter believes that this is like a multiplication equation. If any of these elements are missing, the likelihood of the board adding value can drop to zero. The three top takeaways from our conversation are:1. Governance is an activity, not a legal framework or structure, although the laws and regulations are important because theyIf you would like to become part of the Better Boards community, learn about our distinctive approach and explore opportunities to work with us or contribute to The Better Boards podcast series, get in touch at info@better-boards.com. We love to hear from you.