What is One Minute Governance?
The first episode of One Minute Governance introduces the series and sets the tone.
What is Corporate Governance?
We talk a lot about corporate governance, but what would you say if I asked you what it is?
What’s the Point of a Board of Directors?
OK I know it’s a condescending question, but would all of your board members agree on the answer?
Building Alignment on Duty
To whom – exactly – do you owe a duty as a director?
Shareholders vs. Stakeholders
There’s a lot of talk about whether organizations should prioritize shareholders or a broader group of stakeholders. How do we figure out the answer?
Who Is Independent?
What exactly is director independence, and why (if at all) does it matter?
Executives in the Boardroom
Do executives belong on the board, or is it just asking for self-dealing shenanigans?
Why Do We Pay Directors?
Does paying directors just create a new opportunity for self-dealing?
Why Don’t We Pay Directors?
Should we do away with the idea of volunteer board members?
More Weird Questions About Director Independence
The more I think about director independence, the more weird questions arise. Ever wonder if you need to be wealthy to be independent? I have.
Is Overboarding Really That Bad?
Clearly, an overburdened director is an ineffective director. But is overboarding really a good indicator of governance risk?
Is Widely Held and Publicly Listed Really the Best Model?
We tend to put big, widely-held and publicly listed companies on a governance pedestal, but haven’t they actually been the root of some of the biggest failures?
Noses In, Fingers Out
“Noses in, fingers out” has become a bit of a governance cliche, and it makes sense. But shouldn’t directors sometimes get their fingers in at least a little?
When Should Directors Dive In?
If “Noses In, Fingers Out” isn’t the ultimate rule, then when, exactly, is it OK for directors to dive in?
Never Ask “Does Anyone Have Any Questions?”
One of my pet peeves is when managers ask their board if anyone has any questions. In my experience, it never (ever) turns out well.
Governance as Box Ticking
If we think about governance as box ticking, we miss the point completely.
Unconscious Bias Really is *Unconscious*
Managing unconscious bias in the boardroom is harder than it seems. It helps if we remember that “unconscious” means we have no idea what our biases are.
Group Think is Like a Cozy Sweater
How can group think be so wrong when it feels so right?
Why is it so Hard to Talk About Board Diversity?
I find talking about board diversity terrifying and exhilarating.
Is Board Diversity Just a Box to Tick?
In some ways, board diversity is just a numbers game. Does that mean diversity is a box ticking exercise? And isn’t ticking boxes “bad” governance?
Board Diversity And Board Composition Are Different Things
I want to make the argument that board diversity is about more than the list of who’s in the room. And I *try* to make that argument here. Tune in to see what you think.
CEOs Don‘t Always Make Good Directors
CEOs may be the most sought after candidates for board positions, but I’ve met a lot of CEOs who are bad directors. Why is that?
What Are Tenure Limits Good For?
Director term limits and age limits are increasingly common ways to manage board renewal. Are they any good?
Is Your Board Evaluation Any Good?
Most boards conduct some sort of self-assessment, but what’s the difference between a good one and a bad one?
Is Good Governance Different for Different Sectors?
Many organizations reject governance insights that come from other sectors. I don’t think that makes a lot of sense…
The One Box I Think You Should Tick
Happy New Year from One Minute Governance.
Learning New Things Is REALLY Hard
Why it’s actually better for boardroom conversations to be painful.
Voice Your Dissent – On the Record
This is the most impulsive – and longest – episode of One Minute Governance so far. I recorded this on the evening of January 6th, 2021 after watching events unfold in the United States and seeing lawmakers express their horror at a situation that they had, in effect, deliberately created. The analogy for boards is this: confidently voice your dissent, and ensure it is recorded. Otherwise, you are complicit in the consequences.
Does Share Ownership Increase Independence?
I’m not convinced that aligning directors’ interests with shareholders’ interests actually increases independence. Especially if a director isn’t wealthy…
Whose Job is it to Measure a Director’s Performance?
Boards measure their own performance. That’s hard!
Shareholders Have a Conflict of Interest in the Boardroom
OK, I said it. I don’t think a shareholder can be completely independent in the boardroom.
The Futility of Connecting Good Governance and Performance
Why do we always insist on looking for a connection between good governance and good performance?
Should *YOU* be a Director?
A lot of us dream about getting on a board one day, but excellent directors are very rare. How do you know if the job is right for you?
Not-for-Profit Board Experience Won‘t Get You a Paid Board Seat
In my opinion, it’s a myth that non-profit board experience gets your foot in the door for paid board seats, but that doesn’t mean you shouldn’t sit on non-profit boards!
Should the Chair and CEO Positions Always be Split?
It’s become almost universal in Canada for board chair and CEO positions to be held by different people. Is it always the best approach?
Should the Chair and CEO Positions Always be Split?
It’s become almost universal in Canada for board chair and CEO positions to be held by different people. Is it always the best approach?
Where Can You Learn to be a Great Board Chair?
Great board chairs are even rarer than great directors. Where did they learn to be so good??
Are Board Chairs Supposed to Build Consensus?
It seems obvious that we’d want to seek consensus in the boardroom, but what exactly is the chair’s job in reaching that objective?
Who‘s Going to be Your Next Board Chair?
Board chair is one of your organization’s most important positions. Plus great board chairs are rare. Plus it takes time for a new board chair to settle into the position. How ready are you for chair succession?
Finding Great Directors
Great directors are rare, and not always easy to spot even if they’re right there in front of you. What are some of the things you should look for?
Your skills matrix could be a lot more useful to shareholders (feat. Meron Tecle)
Today’s episode is brought to you by One Minute Governance’s first ever guest, Meron Tecle. Meron wonders why boards don’t use their skills matrix disclosure as an opportunity to show shareholders how they *really* approach board composition.
Family Enterprise Governance Deserves More Attention
Family ownership is the dominant business model in the world, and contributes a significant majority to Canada’s GDP. Why doesn’t family enterprise governance get more attention?
When Does A Family Business Need a Board?
Most experts in the family enterprise space seem to think that boards are only valuable when a company is big, complex and/or multi-generational. I’m pretty sure I disagree.
Family Enterprise: Beware of Governing by ”Gut”
Business families and their advisors often put too much trust in their “gut” or instinct in their approach to governance.
Family Enterprise Governance: Beware the Three Circle Model
The “three circle model” is perhaps the most recognizable tool in family enterprise, and it’s hugely valuable for a lot of reasons. When it comes to governance, I think it’s an unnecessary distraction.
Want to Get on A Board? Build a Community!
We often say that “networking” is the best way to get on boards. I think building a community is far more powerful.
Policies that Impede Board Diversity
Are your corporate policies perpetuating systemic exclusion in boardrooms?
Real-World Example of Failing to Consider Stakeholders
This episode indulges my governance and musician lives and explores a recent decision error by the Canadian Music Week festival.
Managing the Information Gap – Netflix
Netflix has implemented some of the most unique board-management information sharing processes I’ve seen. Would they work for your organization?
Season 1 Finale
I’ve decided that in celebration of the 50th episode of One Minute Governance I will be taking a break until the summer. This episode recaps Season 1.
Season 2 Intro
To kick off season 2, I revisit one of my favourite questions from season 1 – and I actually take a stab at answering it this time!
What does the “board of the future” look like?
I hear a lot of experts talking about the “board of the future”. Here’s my take on what that might mean.
What is the deal with executive compensation?
Executive compensation takes up a huge amount of bandwidth in boardrooms. Why haven’t we figured out how to do it right yet?
What would happen if we paid CEOs less?
It turns out that we don’t know how low CEO pay can go before having negative consequences.
Executive Compensation: Are we focusing too much on the amount?
The huge dollar amounts of CEO pay are impossible to ignore, but are they really the most important issue?
Is compensation the key to stakeholder capitalism?
I think boards could use executive compensation as a tool to align CEO interests with those of a broad range of stakeholders.
Does Your Board Really Understand Your CEO’s Pay?
I worry sometimes that the board is a bit out of the loop on executive pay.
Who Should be on Compensation Committees?
It’s difficult enough to find good directors in the first place, but building a good compensation committee is a whole other thing.
Diversity Superpower: Learn to Use the Words “White Supremacy”
Finding the courage to explore big and difficult topics can help your board to achieve great things.
Why do Young People Want to be on Boards so Badly?
I’m all for age diversity on boards, but sometimes I wonder if young directors – or any new directors, for that matter – really know what they’re getting themselves into.
Do we Need to Force Board Turnover to Achieve Board Diversity?
The biggest bottleneck to board diversity is the slow pace of board renewal. Is it really such a big problem?
Does “Representation” in the Boardroom Matter?
Direct representation of external stakeholders in boardrooms can be thorny – how much does it matter?
Is “Good” Board Renewal Even a Thing?
Optimizing board renewal is definitely more art than science
Don’t Fall for the Governance “Hierarchy”!
Some people seem to think that some organizations are higher than others in a hierarchy of governance. I don’t buy it.
Make Friends With Your Regulators
Ever find yourself frustrated or confused by governance regulations? Maybe you should phone your regulator.
Post-Pandemic Boards
I’ve learned an important lesson about post-covid boardrooms.
Corporate Governance Science vs. Practice
Sometimes it’s hard to reconcile scientific research about governance with the reality of being in a boardroom.
The Biggest Favour You Can Do for Your Board (probably)
No matter how powerful and influential corporate leaders might be, they still need the right conditions to thrive.
Ask Big Questions in Advance
Asking big questions is easy, but engaging a board in a constructive discussion about a big question can be challenging!
Strategic Discussion Takes PRACTICE!
I like to think about “strategic thinking” as a skill that takes constant practice to do it well.
Friction Isn‘t Fun; It‘s Functional (feat. Jamahl K. Evans Sr.)
I’m SUPER excited to welcome Jamahl Evans, a U.S. Marine Corps Officer and fellow governance nerd, to OMG. After like a year of prodding I’ve finally convinced Jamahl to share some of his perspectives on the show. In this episode, he talks about the importance of embracing constructive conflict.
More about Jamahl here: https://www.linkedin.com/in/jamahl-k-evans-sr-64638b124
”Corporate” is a Good Word
I don’t really understand why so many people dislike the “corporate” part of corporate governance. It kinda drives me crazy.
Barriers to Exit (feat. Paul Smith)
SPECIAL GUEST ALERT: Today’s episode features the incredible Paul Smith from Future Directors Institute sharing his perspective on what makes it hard to LEAVE boards of directors.
Learn more about Paul and Future Directors here: www.futuredirectors.com
Is Stakeholder Capitalism Even Possible?
I’ve talked about stakeholder capitalism before, but not everyone agrees that it’s even possible, let alone whether or not it makes sense.
What Questions Would You Ask If You Were on the Facebook Board?
Following Frances Haugen’s incredible and awful revelations about Facebook’s internal research, imagine you were on the Facebook board. What questions would you ask? What future would you help to build for the organization?
Mission Clarity Makes Good Governance Possible (feat. Jamahl K. Evans Sr.)
Jamahl Evans is back! Many organizations miss the mark with their mission statements. Without a clear and action-focused mission, how can you make effective decisions?
More about Jamahl: https://www.linkedin.com/in/jamahl-k-evans-sr-64638b124/
Do You Need Governance Education?
Governance education is everywhere. Sometimes it’s excellent, and sometimes it’s awful. A lot of the time is exorbitantly expensive. Do *you* need it?
Governance Education: Make sure your whole board benefits
Many boards spend lots of time and money on governance education but don’t do a great job at making sure the whole board benefits when a director attends a course or conference. We can do better than that.
Do You Need a Governance Consultant?
Every board can improve, but should you hire a governance consultant to help? What do governance consultants even do in the first place? How do you know if you’re getting good advice?
Misinformation in the Boardroom
Misinformation will corrupt any decision process. How important is it to manage the risk of misinformation in the boardroom?
Can boards impact corporate culture?
It’s hard enough to agree on what corporate culture means, let alone what the board’s role should be in its oversight.
Governing the boundaries of corporate culture
This episode approaches corporate culture from a different angle than episode 81. How can a board zero in on its definition of and role in corporate culture?
Executives can make or break board effectiveness
It surprises me that I’ve never talked about the impact that senior executives have on the effectiveness of their boards. So here we go!
Is it time to re-think dual-class share structures?
There’s a lot of drama in Canada right now around dual-class share structures. Is it time for a change?
Can regulations make corporate governance better?
I think most corporate governance regulations aren’t actually about corporate governance at all. If regulators want governance to improve, they need a different approach.
What questions should you ask if you‘re new to this whole governance thing?
Here are my suggestions of questions that will actually help you to build better governance if you’re new to the space.
Help me bring new talent into the governance arena
We have a talent problem in governance. Help me fix it!
Directors have no authority
As weird as it may sound, it’s true! Individual directors have no authority.
What is a decision?
I’ve spent a lot of time leaning into my definition of governance as the way decisions are made in an organization. Maybe we should finally spend some time talking about what a decision is..
The thing about Carver…
The Carver Policy Governance (R) model is pretty divisive. Here’s my take…
Are great board chairs really like orchestra conductors?
Lots of effective directors compare great board chairs to orchestra conductors. I’m not so sure the analogy is so apt…
A new (to me) take on the board skills matrix
Board skills matrices have been around forever, but there’s a new (to me) feature that I think would make them even more useful.
Subsidiary governance
I wish I knew a lot more about the governance of subsidiaries…
Helping founders buy into “governance”
It can be hard to engage entrepreneurs in conversations about governance. They have a lot of other important stuff on their minds. Here are a few tips.
Why does every little new governance idea feel like a BIG DEAL?
Corporate governance basically never changes, and every time any little thing happens it seems like a huge deal. Why is that?
Why “where were the directors?” is still a good question
“Where were the directors?” was basically the question that launched the corporate governance “industry” in Canada. Turns out it’s still an important question…
Some organizations that do really cool stuff
I rely on other, smarter people for inspiration. To that end, I wanted to do an episode acknowledging some organizations out there that push my brain in new directions when it comes to corporate governance and leadership. It’s not an exhaustive list, nor is it intended to be a “best of” – it’s just some folks who have been on my mind of late. Please check them out!
https://www.blackopportunityfund.ca
Learning about corporate governance can be embarrassing
There are lots of reasons why successful and influential people might feel reluctant to go back and learn the basics of corporate governance. That’s OK, although I wonder if we might be able to find a way to make it more comfortable…
I think I might write a book…
We already established that learning about corporate governance can be embarrassing. I think I might be able to help. One way is by writing a book. I’ll tell you more soon, but in the meantime, send me positive vibes and any questions you think I could help to address.
Why do corporate governance experts think so small?
Episode 100 was supposed to be the season 2 finale until something annoying came across my desk…
Season 2 Finale
Thanks for sticking with me through two seasons and 101 episodes!