The Better Boards Podcast Series

Dr Sabine Dembkowski

Our mission at Better Boards is to contribute to creating better boards. We do this by providing clients with an evidence-based approach for board evaluations and board development programmes. To fulfil our mission, we would like to give a voice to all who are care about creating better boards, Chairpeople, CEOs, SIDs, NEDs, Academicians, investors, and regulators. All the views expressed in our podcasts are the views of our podcast partners and not those of Better Boards. In each episode, you’ll get insights from those who are at the frontline - Chairpeople, CEOs, SIDs, NEDs, Academicians, investors, and regulators. Every time you tune in, we’ll help you to develop and reinvigorate your board know-how and practice with insights, creative problem-solving, and practical advice. New episodes are available every 1st and 3rd Thursday of the month.

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The role of the board in defining the purpose of the organisation
Yesterday
The role of the board in defining the purpose of the organisation
Organisations face ever-increasing scrutiny, and their purpose beyond making monies for their shareholders matters more than ever. In a previous podcast, we discussed Generation Z. For this younger generation, corporate purpose matters even more. So in this podcast, we explore the role of the board in defining the purpose of the organisation, and the importance of aligning purpose with the strategy and culture. Dr Sabine Dembkowski, Founder and Managing Partner of Better Boards, discusses the role of the board in defining the purpose of the organisation with Gill Meller. Gill is the Legal & Governance Director of MTR Corporation, a company headquartered and listed in Hong Kong, responsible for the construction and operation of the Hong Kong metro system and the development of transit-oriented communities. "Profits are simply the result of the activities that you carry out"Gill believes that corporate purpose is incredibly important because understanding your purpose means understanding why the organisation exists and was established. Corporates have to be financially sustainable, but she argues that profits are simply the result of the activities you carry out, and they are not in themselves a purpose.  Gill feels that knowing and understanding corporate purpose is important for two main reasons. Firstly, a corporate purpose gives people, something to "get behind." In particular, Gen Z employees tend to want to work for a company whose purpose they feel makes a positive contribution to the world. Secondly,  she explains that purpose gives you a "guiding star" when trying to make difficult decisions. "What sort of problem were we designed to try and address or help solve?Gill believes the role of the board is critical. Following changes in Hong Kong's stock exchange corporate governance code last year, the board's role was enhanced, explicitly saying that a company's purpose, values and strategy should be established by the board and aligned with the culture. "Culture is incredibly important, as is aligning your culture with your strategy"Gill believes it is important to try to establish alignment between purpose, strategy and culture. She sees culture as a crucial part of corporate governance. She feels that in today's world, where compliance is no longer enough, companies are now expected by a broad group of stakeholders to be doing the 'right thing.' Unfortunately, stakeholder perceptions of what the 'right thing' is can change very quickly. The culture needs to be agile enough to respond to those changes. "Sometimes people are uncomfortable with raising bad news"Gill feels certain aspects of culture probably benefit every company, such as a 'speak up' culture or an agile culture that can respond to changes in the external environment. However, she notes that creating a 'speak up' culture is a challenge, especially within the Asian culture, where organisations are predominantly hierarchical. People can feel uncomfortable raising bad news up the chain of the organisation, so she advocates repeating the message from a cultural perspective that this is what is needed.The three top takeaways:Ask questions about the purpose of the organisation and seek to understand it to really get to the why of the organisation. Challenge yourself, and ask yourself whether strategy and culture are aligned with purpose, and if not, what you can do to try and seek that alignment. Do not underestimate the role of the Company Secretary or the governance professional in addressing some of these challenges. To add a fourth takeaway, getting these things right takes time and investment, but if you can get it right, it can be incredibly powerful .
The role of the board in defining the purpose of the organisation
Yesterday
The role of the board in defining the purpose of the organisation
Organisations face ever-increasing scrutiny, and their purpose beyond making monies for their shareholders matters more than ever. In a previous podcast, we discussed Generation Z. For this younger generation, corporate purpose matters even more. So in this podcast, we explore the role of the board in defining the purpose of the organisation, and the importance of aligning purpose with the strategy and culture. Dr Sabine Dembkowski, Founder and Managing Partner of Better Boards, discusses the role of the board in defining the purpose of the organisation with Gill Meller. Gill is the Legal & Governance Director of MTR Corporation, a company headquartered and listed in Hong Kong, responsible for the construction and operation of the Hong Kong metro system and the development of transit-oriented communities. "Profits are simply the result of the activities that you carry out"Gill believes that corporate purpose is incredibly important because understanding your purpose means understanding why the organisation exists and was established. Corporates have to be financially sustainable, but she argues that profits are simply the result of the activities you carry out, and they are not in themselves a purpose.  Gill feels that knowing and understanding corporate purpose is important for two main reasons. Firstly, a corporate purpose gives people, something to "get behind." In particular, Gen Z employees tend to want to work for a company whose purpose they feel makes a positive contribution to the world. Secondly,  she explains that purpose gives you a "guiding star" when trying to make difficult decisions. "What sort of problem were we designed to try and address or help solve?Gill believes the role of the board is critical. Following changes in Hong Kong's stock exchange corporate governance code last year, the board's role was enhanced, explicitly saying that a company's purpose, values and strategy should be established by the board and aligned with the culture. "Culture is incredibly important, as is aligning your culture with your strategy"Gill believes it is important to try to establish alignment between purpose, strategy and culture. She sees culture as a crucial part of corporate governance. She feels that in today's world, where compliance is no longer enough, companies are now expected by a broad group of stakeholders to be doing the 'right thing.' Unfortunately, stakeholder perceptions of what the 'right thing' is can change very quickly. The culture needs to be agile enough to respond to those changes. "Sometimes people are uncomfortable with raising bad news"Gill feels certain aspects of culture probably benefit every company, such as a 'speak up' culture or an agile culture that can respond to changes in the external environment. However, she notes that creating a 'speak up' culture is a challenge, especially within the Asian culture, where organisations are predominantly hierarchical. People can feel uncomfortable raising bad news up the chain of the organisation, so she advocates repeating the message from a cultural perspective that this is what is needed.The three top takeaways:Ask questions about the purpose of the organisation and seek to understand it to really get to the why of the organisation. Challenge yourself, and ask yourself whether strategy and culture are aligned with purpose, and if not, what you can do to try and seek that alignment. Do not underestimate the role of the Company Secretary or the governance professional in addressing some of these challenges. To add a fourth takeaway, getting these things right takes time and investment, but if you can get it right, it can be incredibly powerful .
The environment in the boardroom: On overcoming obstacles
04-08-2022
The environment in the boardroom: On overcoming obstacles
This podcast was recorded in August 2022, just after a record-breaking heatwave in the UK. Since the start of temperature recording in 1884, the ten warmest years in the UK have all been recorded since 2002. At the same time, rainfall is the lowest since records began, and hosepipe bans have been introduced in parts of the UK, while wildfires are raging across Europe. Climate change has become evident. However, some Directors feel a greater sense of urgency than others. In this podcast, Dr Sabine Dembkowski, Founder and Managing Partner of Better Boards, talks with Susan Hooper. Susan is Chair of Tangle Teezer, Chair Designate of Inter. Earth, and sits on the Boards of Moonpig plc, EUROWAG plc, and Uber UK.   She is Acting Chair of Carbon Gap, a Founding Director of Chapter Zero, and she is involved in several start-ups in carbon capture and sustainability.  Susan is also an Ambassador for the World Travel & Tourism Council."Climate change is time-boxed - we know the clock is ticking"Susan points out that as recently as 2018, climate change was usually not on the agenda or discussed in board meetings. It is now but mainly because of external requirements. She believes that one of the reasons for the lack of attention to climate change was the lack of understanding that this is not "just another crisis" but a situation without precedent. "For every risk and issue that you are trying to solve, there is at least one opportunity that you hadn't even dreamed was there"Any problem can seem insurmountable but Susan says in these cases, you need to break it down into small manageable parts. The reality is that once this is done, people can understand and find solutions. "Not everyone feels comfortable with the depth of change that is needed"Susan feels that at the board level, there can be a feeling of overwhelm about change. Directors typically come to the board with decades of experience, knowing how to manage the circumstances prevalent in those decades. However, environmental issues can place them in uncomfortable territory. "You definitely don't want to be the lone voice"Susan explains that climate change is a topic where she can find herself the lone voice on a board. She feels board members have to be comfortable with not being "loved." "You've got just to keep chipping away at this issue" Susan points out that this subject keeps changing, so the learning never stops. In the absence of climate specialists on the board, the rest of the board must inform themselves. She has found that bringing in outside advisors to speak helps board members to learn. "This is an important issue that needs attention and to be embraced by the board"Susan confides that she has made a personal pact with herself not to work for a company where the CEO and/or Chair is not recognising that this is an important issue that needs to be embraced by the board. "We mustn't expect everyone to become climate specialists"Susan reminds us that board members are responsible for ensuring that climate competency is within the company in such a way that it will address the issues but not every board member needs to be a climate specialist. Change is needed required in the next three to five years, or the targets for 2030 and 2040 are "pipe dreams." The three top takeaways are:Never underestimate the influence of a Non-Exec Director, despite being a lone voice. Each Director is responsible for the overall results. Everyone tries to make good decisions with the lowest risks, but waiting for clarity is not an option, as there is so little we understand. Do not worry about what you cannot do. Just focus on what you can do.
Digital know-how in the boardroom
20-07-2022
Digital know-how in the boardroom
Digitalisation is a tsunami reshaping the world and challenging organisations. However, few Directors have both the first-hand experience and the know-how to oversee organisations’ digital challenges. In this podcast, Dr Sabine Dembkowski, Founder and Managing Partner of Better Boards, discusses digital know-how with Hassan el Bouhali from Toronto, Canada.  They discuss the barriers to bringing digital know-how into the boardroom, steps organisations have taken to increase their board digital acumen, where boards can find the digital talent they need, and what they need to do after recruiting a suitable candidate. Hassan is a business executive with 25 years’ experience in various industries leading to SVP Business Transformation & CIO roles for global multinationals.  He holds board advisory positions with established industrial companies and is active in the Canadian tech ecosystems as a Mentor and Angel Investor.Hassan explains that no industry is immune from digital disruption. Despite this reality, he observes that most boards lack the required digital knowledge or what he calls a ‘digital IQ’ to fully face digital opportunities and risks.  Moreover, even when boards do hire digital savvy executives, it is generally difficult for these new members to steer board discussion beyond basic tech risks. He notes that deep strategic discussion about how digital is transforming the industry value chain and the company business model are still the exception. Hassan believes that the biggest barriers to getting digital know-how into boardrooms are:  1.        There is often an entrenched belief that the management practices that worked in the ‘industrial age’ are still valid for the digital age.  2.      There is the natural human aversion to risk. Embarking on a true digital transformation that changes the value chain or transforms the business is inherently risky.3.      The nature of technology itself is also a key factor. Hassan says.  Digital technologies are different from industrial age ones by design, making them difficult to comprehend.Regarding best practices in bringing technology into the boardroom, Hassan feels things are improving.  Firstly, he finds that most organisations now have a digital committee. Secondly, he observed the value of digital development programmes that increase the overall board's digital IQ. Thirdly, he sees an increase in the frequency of discussions about technology and digitalisation, as well as changing the focus of discussion from risks to growth opportunities.Hassan notes that board members need to govern the enterprise not run the business. New board candidates need a high level of ease with technology, and to have done or delivered technology-driven products, projects, or large-scale transformations that allow them to understand how technology enables or generates value in economic terms. Once suitable talent has been recruited, onboarding is crucial.  Here the Chair has an important role in giving the new members time to speak up and most importantly, to be open to the new jargon and the new mix of opportunities and risks that technology and digitalisation bring to the table.The three top takeaways from our conversation are:1.      Disruption is real and accelerating in every industry, and this has major implications.  The board must be aligned with the opportunity that digital presents2.     The digital IQ of the board must be collectively increased with experiential training and education3.     Board structure and composition must include technology savvy and digital native people, and discussions around technology and digital need to be about growth, not just risk.
The board as an agent of change
29-06-2022
The board as an agent of change
The war for talent has become the top business issue and in response, many business leaders are reviewing their overall business model and employee value proposition.  Handling this challenge successfully requires strong leadership from both the executive team and the board.  As custodians of the brand, reputation and organisational culture, the board is key to this process, and boards can therefore be powerful ‘agents of change’.In this podcast, Dr Sabine Dembkowski, Founder and Managing Partner of Better Boards, talks with Denis Woulfe MBE. Denis is the Co-Chair on the board of ‘Leaders As Change Agents’ (LACA) and a Trustee at The Royal National Lifeboat Institute (RNLI), where he also serves as the Chair of the Audit and Risk Committee.  He has served on numerous public interest boards and is a former governor at the University of the West of England.  Until 2017, Denis was a Partner and Vice Chairman of Deloitte LLP, holding many leadership roles with the firm.  His roles included serving as a board member and on the Audit and Risk Committee for 8 years.  In 2018 Denis was awarded an MBE for services to Women and Equality.’Some of the key takeaways of the conversation include:“We're not putting forward a ‘one size fits all’ for all businesses.”Denis notes that each business is different in geography, scale, industry, ownership structure etc, so a ‘one size fits all’ would be impossible and inappropriate.  He describes LACA’s 8 foundational principles, which executive teams and boards may wish to take into account when developing their own plans, appropriate for their individual businesses. Those principles are drawn from best practice research. The first principle is empowerment and choice, and Denis explains this is about giving employees an appropriate voice and enabling them to feel connected to the business, which is key to their commitment and support.  The second principle is to have diversity, equality, and inclusion as a foundation of the workplace culture, so everybody feels both welcome and included. The third principle is growth and development because everybody wishes to progress in their job and be given opportunities to develop their skills and experience.  Fourth is commitment and engagement, gaining the views of employees and engaging them in certain decisions that affect them.Denis goes on to describe participation in decisions as the fifth principle, and an important key to feel involved.  The sixth is work-life balance, which he explains will be different in different organisations, but businesses need to ensure that people's work-life balance is respected.  Seventh is fairness, and Denis promotes this as being for both sides.  The final point he outlines is recognition and reward, not just in terms of pay, but in ensuring employees are recognised and rewarded for the contribution they make.The three top takeaways from our conversation are1.      It has never been more important to try and address these challenges, and this is very firmly a leadership issue, which requires a strong and consistent leadership response2.     Getting this right can be a key source of competitive advantage for individual businesses, and it goes to the heart of the strategy and culture of the business.  Obviously, the board has a pivotal role to play in driving and overseeing this change3.     There is an opportunity for business leaders to influence their broader networks by supporting these principles and encouraging others to do so by being active change agents themselves.
From Executive to "Professional NED"
15-06-2022
From Executive to "Professional NED"
Many Executives dream of a portfolio career, even attending specially designed courses, paying to qualify and increase their chances of securing a seat at the top table.  Yet only a relatively small number manage to create a strong portfolio and become a “Professional Non-Executive Director.”In this podcast, Dr Sabine Dembkowski (Founder and Managing Partner of Better Boards) discusses non-executive directorship with Ian Murray, Chair of mining companies Jupiter Mines Ltd and Matador Mining Ltd, Non-Executive Director of Black Rock Mining Ltd and Geopacific Resources Limited, as well as Director of Miners Promise Ltd and Miners Promise Australia Ltd.  Ian has received prestigious awards including the CEO of the year award.“Different companies at different stages of development, different geography, different commodities"Ian relates how he was first appointed as an Executive Director, from where he progressed to CEO and Managing Director, before making the decision o diversify his experience across a number of companies and move to non-executive roles.  Ian especially advocates diversity - working with different companies at different stages of development, different geographies, and different commodities. “Learn to be a jack of all trades and understand what's required across the full spectrum”Ian believes the key advice for executive directors is to focus on their current job and building successful careers, becoming better known in their industry, and thus more likely to be sought after for non-executive roles.  “Keep out of the kitchen”Ian explains that the switch from executive to non-executive director takes discipline because as an executive you roll up your sleeves and get involved  “hands on in the kitchen” as it were.  As a non-executive, it is essential to always take a step back, remembering the role is to provide guidance and mentor the executive team while keeping your radar operating.  If things start to go off track, you can then advise the management team, step in and make changes as soon as possible, before things go badly off track. What haven't the management team been telling you?”Ian feels the role of a non-executive in board meetings is to listen and engage with the updates and presentations from the management team, then to process that information and come up with insightful and probing questions. What hasn't the management team been telling you? What other information should the non-executives be aware of that hasn't been presented?  Look for the gaps in the information. “You have to take it seriously; you have to put in the investment”Ian notes extensive work is required between board meetings reading, researching, engaging with management, asking follow-up questions and issues of clarity, plus undertaking any pieces of work that have been delegated from the board.  He estimates that for every board meeting, there are three or four hours of preparation time.  He allocates approximately one day per week to a non-executive role, so 50 days a year – and for a Chairman role, two days a week or 100 days a year. The three top takeaways from our conversation are:1.      Being a non-executive is a career, not a lifestyle, and needs to be taken seriously between board meetings as well as during them.2.     Time commitment is very important, and for every hour of the board meeting, there are additional hours required to prepare to do the job properly.3.     A non-executive is responsible to all shareholders, and the question should always be, “What would shareholders be wanting you to do in this situation?
Generation Z in the boardroom | Hana Ben-Shabat, Gen Z Planet
01-06-2022
Generation Z in the boardroom | Hana Ben-Shabat, Gen Z Planet
Generation Z in the BoardroomWhether in gender, race, or age, diversity can allow companies to tap into a variety of perspectives, experiences, and expertise to solve problems and generate new ideas. But for the first time, we have workplaces today where four, even five generations work side by side. Conflict and unconscious bias can arise from generational differences in values and working styles. Unfortunately, research shows that those in senior positions (and often more senior in age) are the most biased.Left unchecked, inter-generational conflict could lead to resentment, low morale, less engagement, and as a result lower productivity. Therefore, boards must understand the management challenges of a multi-generational workforce. They also need to examine their level of understanding of the youngest under 24 – Generation Z. In this podcast, Dr Sabine Dembkowski, Founder and Managing Partner of Better Boards, discusses Generation Z with Hana Ben-Shabat, Founder of research and advisory firm Gen Z Planet, and previously an elected partner and board member of the global management consulting firm Kearney. Hana helps business leaders prepare for the next generation of employees and consumers. She is the author of Gen Z 360: Preparing for the Inevitable Change in Culture, Work, and Commerce.  "Gen Z-ers are important because they are going to be the future talent of every company"Hana explains that Generation Z is defined as anyone who was born from 1998 to 2016, so aged 6 to 24.   Many of them are still children, but we are already starting to see this generation's effect on culture, the workplace and consumer markets. Generation Z is important because these individuals will be the future talent of every company and will form one of the largest consumer segments ever seen."Diversity is not only a demographic statistic, but it is also a cultural lens through which they view the world"Hana relates that Generation Z is unique in many ways, and she believes that this will affect company performance, either from a talent management perspective or from a customer perspective. This is the most diverse generation ever, and she is conscious that diversity is not only a demographic statistic to them. It is also a cultural lens through which they view the world. She also notes that this is the most digitally connected generation with a direct impact on the way they learn, think, communicate, interact, and the way they want to work. It is also the most educated generation. Hana also notes that this generation is challenged by mental health issues on a global scale, with 45% reporting being stressed most/all of the time. "The Z brands are demonstrating an excellent understanding of who this consumer is and what is important to them"Hana believes organisations need to focus on how successful they are in hiring and retaining Generation Z talent, especially in industries where the turnover of employees is very high. She notes that especially in the consumer market, a new wave of direct-to-consumer brands arises that she refers to as the 'Z brands'. The three key takeaways from our conversation are:1.      Check your biases; how often have you dismissed someone just because they are younger or didn't have the same experience as yours?2.     This generation is the most educated, and they are the digital natives. They have a lot to bring to the table and want to contribute, so listening to them and embracing what they have to say will be beneficial for everyone.3.     Hiring Generation Z and giving them both roles in which they can shine and opportunities to contribute will be critical in retaining them.
Why should boards care about supply chains? | Anahita Thoms, Baker McKenzie
18-05-2022
Why should boards care about supply chains? | Anahita Thoms, Baker McKenzie
The topic of supply chains is on everyone's mind more than ever. Board members are increasingly obliged to ask themselves what their own company's supply chains look like, and with whom they do business.  The issues associated with supply chains are complex and require consideration from multiple angles.In this podcast, Dr Sabine Dembkowski, Founder and Managing Partner at Better Boards, discusses supply chains with Anahita Thoms, one of the 100 Most Influential Women in German Business, according to manager magazin.Anahita Thoms heads Baker McKenzie's International Trade Practice in Germany and is a Member of the EMEA Steering Committee for Compliance & Investigations.  She is Global Lead Sustainability Partner for the Industrials, Manufacturing and Transportation Industry Group, and a Member of the ABA International Human Rights Steering Committee. She has won various accolades, including International Trade Lawyer of the Year (Germany) at the 2020 ILO Client Choice Awards, and Young Global Leader of the World Economic Forum, Capital 40 under 40.“Board members may have had the perception that supply chain management is only a metaphor"Anahita feels that in the past, board members may have had the perception that supply chain management is only the responsibility of those preparing the sustainability report or the procurement team.  Nowadays, and in light of supply chain shortages, geopolitical challenges, and legislative developments, many boards now understand that disruptions in supply chains are a real risk, and may even become a reputational challenge.  “Supply chains are value chains are at the heart of businesses”Businesses need to ensure that they are profitable, and supply chains are value chains at the heart of businesses, particularly those that export and import a lot of products.  So, supply chain efficiency also dictates the speed at which an idea comes into the market.  Altering supply chains smartly can in the long run decrease production costs as well as emissions, so the cost drivers and business impacts of each link in the supply chain need to be properly analysed.“Directors should concentrate on exploring possibilities to diversify their supplier base and also digitalize their supply chain”Anahita believes that, at the moment, most companies will be concerned with making their supply chains more resilient to future prices.  She recommends that to increase supply chain resilience, the focus should be on exploring possibilities to diversify the supplier base and digitalize the supply chain.  She recommends that smart, capable, and business-oriented Chief Sustainability Officers be enabled to set the tone from the top.“You cannot look at these things in silos”Anahita believes in a three-pronged approach - the business, the profitability challenges and the reputation – rather than operating in silos.  She recommends rationally analysing supply chains, then looking at the values of the company and then the risks.  The three top takeaways from our conversation are:1.      Supply chains are vulnerable to disruptions. Therefore, supply chain management can be a source of risk if done badly, and it can equally be a source of great opportunity. 2.     Supply chains must be understood in a more holistic manner nowadays, as sustainability in supply chains is more than just necessary, but a reputational topic.3.     Boards will play an increasing role with regards to supply chain management because they are a source of risk to the company's business.
Chairing the board of a Growth Business | Peter Herbert, Chair Zopa Bank and Bank of Ireland
04-05-2022
Chairing the board of a Growth Business | Peter Herbert, Chair Zopa Bank and Bank of Ireland
I met my podcast partner for this episode when conducting a board evaluation for a growth company in the Financial Services sector. What struck me was the positive view everyone on the board had about the way the board works together. We have detailed benchmark data, and also, when we compared this board with others, it came out as one that is performing better. So, I immediately thought that I must invite the Chair, Peter Herbert.  So here we are. Peter is a Non-Executive Director and Adviser with an impressive Executive career. He is chairing the Board of Bank of Ireland (UK) plc and Zopa Bank, the banking subsidiary of Zopa Group, where he also sits on the Group Board. He is also a Non-Executive Director of WiZink Bank, where he chairs the Appointments & Remuneration Committee.  Previously he was a Non-Executive Director and then Chief Executive Officer of Tandem. “Being an effective board is a team game”Peter emphasises the importance of teamwork on a board, stating how there is no room for ego or disruptive behaviour.  However, this is not the same as a ‘groupthink’ approach or not challenging other board members when necessary.  He feels that as a “conductor” of the board, a Chair is responsible for a board focusing on shared goals, as well as ensuring board processes run smoothly and effectively and as a collective is greater than the sum of its parts.“Who isn’t motivated by building a successful business?”Peter believes that working with growth businesses is both fun and motivating. Still, he cautions about managing growth, especially where these businesses have private equity investors, who can be demanding owners. He highlights the need to get to know board colleagues as individuals, looking at what works and what needs to change, and in the case of a growth business drawing up a “prioritised development plan”.Peter says that the role and purpose of a board are to ensure there is the right vision, purpose, strategy, and culture as well as the right resources and governance to achieve them.  From a board point of view, the nature of each of those components is likely to be different in a growth or restructuring business, but in both cases, the same components are necessary.“Being a good board colleague is the key thing”Peter emphasises the importance of being a good board colleague, which involves listening carefully, constructively putting your point across, building good relationships with your stakeholders, and not making assumptions. “A good Company Secretary and their team are worth their weight in gold”Peter feels that a Company Secretary and their team are worth their weight in gold and that frequent and open dialogue with them is vital, stating how they can spot potential pitfalls, going through meeting agendas, and producing concise, accurate meeting minutes that can be very important, especially in a regulated business.  “Oversight of the effective execution and implementation of strategy is also a key role of the board”Peter describes that most businesses have periodic strategy sessions because strategy isn't a static topic. He believes that one way to address this point is also to have a standing strategy item on every board agenda, where the board can discuss such matters on a regular basis. The three top takeaways are:1.      Boards should not overcomplicate their role2.     Working as a chair can be daunting and hard work, but also fun3.     There is no silver bullet- boards need to have the right people, work together, and have supportive, effective processes to make the board function effectively
The status of ethnic diversity on FTSE boards | David Tyler, Chair The Parker Review
20-04-2022
The status of ethnic diversity on FTSE boards | David Tyler, Chair The Parker Review
The status of ethnic diversity on FTSE Boards It is five years since the 2017 publication of the first report into Ethnic Diversity of UK boards by Sir John Parker and the Parker Review Steering Committee. Over the last five years, we have seen changes in diversity and inclusion, and it is a huge success that as of today, 94 FTSE100 companies have met the target. But while much has been achieved, there can be no grounds for complacency, and it is clear that more needs to happen.In this podcast, Dr Sabine Dembkowski talks with David Tyler, who has recently taken over from Sir John Parker as Chair of the Parker Review. David Tyler is currently the Chair of Domestic & General, The White Company and Imagr. He is one of the most respected and admired Chairs in the UK, having also served in this role at several other companies, including Sainsbury's, Hammerson and Logica.Some of the key takeaways of the conversation include:"I hope listed companies can be a beacon for other organisations"Since 2017, the number of FTSE 100 companies with someone from an ethnic minority background on the board has doubled, from 47% to 94%. In terms of directorship, this has also doubled, from 8% to 16% directors. "What's important is the mindset's changed"David outlines how diversity is important in a wider cultural sense. The benefits of diversity around the board table are now largely accepted, with many companies wanting to show their employees and outsiders that people from ethnic minorities can succeed."Only when you have the data can you do something about it"Firstly, companies need to know their diversity data, which means that people need to self-declare how they identify. This enables a company to monitor percentages of any particular group of people, such as those at executive committee level. Without this data, it is impossible to measure your position and progress, understand who is leaving, progressing well in the company, and why. "Show the direction you're going"Secondly, targets for minority ethnic participation need to be set – and not just at board level, which the Parker review focussed on.  "You don't have to reinvent anything"Third, David feels the heart of what companies need to do is to create if they don't already have it, an inclusive culture throughout the organisation. This is a culture where everybody feels safe, secure, and valued and where everybody experiences fair and happy working conditions. "From little things, big issues can arise"Fourth, David warns that 'microaggressions' must not be tolerated. Examples of these might include ignoring people from a different ethnicity, not looking them in the eye, interrupting them, and allowing inappropriate or even hurtful "banter," and so forth. Good companies should not tolerate such behaviours. "Get the tone from the top set in the right way"Finally, he advocates that management needs to be seen as driving this issue forward from the top, believing that if people in senior positions show they are working at this, others will follow their example. The three top takeaways from our conversation are:1.      Companies that are more diverse are more likely to succeed because there is more room for debate and less potential for 'groupthink.'2.     A more diverse company reflects a more diverse society. It is not just about profit but also about contributing to society, showing that anyone can succeed, and encouraging more people to engage.3.     This can both enhance the economy and make companies more competitive.
Board Evaluations - What does good really look like? Part II | Maureen Beresford, Financial Reporting Council
31-03-2022
Board Evaluations - What does good really look like? Part II | Maureen Beresford, Financial Reporting Council
Nowhere is the practice of conducting board evaluations more advanced than in the UK, and more boards of listed organisations conduct board evaluations here regularly than anywhere else.In the second part of this podcast, Dr Sabine Dembkowski (Founder and Managing Partner of Better Boards) talks to Maureen Beresford, Head of Corporate Governance at the Financial Reporting Council (FRC), this time discussing how to analyse the results of board evaluations. Maureen’s team is responsible for the UK Corporate Governance Code and its supporting guidance.  As part of her current role, she produces the FRC report each year on how companies have complied with the Code.  For the last three years, board evaluations have formed part of this review.Some of the key takeaways of the conversation include:“The output has to be agreed at the beginning of the exercise.”Maureen believes that when gathering data for a board evaluation, it must first be established what the evaluation is - for example, is it to be a report or a presentation?  She warns against boards and board members homing in too narrowly on specific details and issues, stating that it is better to allow the evaluators to explain their conclusions, ideally with a meeting where the findings from the evaluation can be outlined. “It’s important to look at what’s behind what is disclosed in a report”Board evaluations can provide great data and insight, but this does not always translate into subsequent action, and Maureen suggests that people look at what is behind that which is disclosed in a report. Some details may not be emphasised enough, or some actions may be overly ‘bigged up’. She stresses that although companies do comply with corporate governance, there is always the risk of ‘boiler plate’ language, citing clichéd terms such as ‘working closely together’.  “The Company Secretary plays a pivotal role”For Maureen, the role of Company Secretary is pivotal, as company secretaries are in a position to drive forward some of the actions that can come from a board evaluation.  It also helps that they know what agendas are coming up, they discuss what should be on the agenda with the Chair, and they collect information.  “It’s important to be positive- if you don’t achieve a target, set one in place you can achieve”Maureen believes that companies need to look both backward and forward. One example she gives is company culture a board should look at how this can affect issues such as ESG, employee relations and remuneration policies.  She believes it is important for companies to highlight positive action in their evaluations, as well as being honest, citing good examples of companies who highlighted failures, but also explaining the steps they were taking to address those failures. She emphasises the importance of continuous monitoring of action plans, setting targets, and also making sure that recommendations are followed after the completion of the evaluation.   Clarity is keyIn terms of board disclosures, Maureen suggests including an outline of how the evaluation was conducted, what the objective was, identifying the processes behind the valuation (data, interviews, etc), who oversaw the process andwho undertook the evaluation. The three top takeaways from our conversation are:1.      Use the company secretary to assist in reporting to the board and make sure data is translated into later action.2.     Be specific and avoid boilerplate catch-all phrases.  Specific details help action.3.     Be clear and transparent about the evaluation and provide detailed insights into the results and action planning.
Board Evaluations - what does good really look like? Part I | Maureen Beresford, Financial Reporting Council
17-03-2022
Board Evaluations - what does good really look like? Part I | Maureen Beresford, Financial Reporting Council
Board Evaluations - What does good really look like? Part IThe Corporate Governance Code in the UK is the blueprint for corporate governance codes worldwide. Nowhere else is the practice of conducting board evaluations more advanced, and nowhere else do more boards of listed organisations conduct board evaluations on a regular basis.In this podcast, Dr Sabine Dembkowski talks with Maureen Beresford, Head of Corporate Governance at the Financial Reporting Council (FRC). Maureen’s team is responsible for the UK Corporate Governance Code and its supporting guidance.  Some of the key takeaways of the conversation include:“Board evaluations could definitely be improved…”Maureen Beresford details how, in the work she and her team do, she sees many boards making very similar statements about their evaluations – broad-brush statements such as “the board is working together effectively”.  Her concern, however, is that these do not give any concrete actions that have been taken, or detail any follow-up from the previous board evaluation.  More could be done in terms of concrete actions and following up in detail on actions taken from previous evaluations.  “An honest picture of how the board works and how its Committees are working.”  Maureen suggests there is no evidence to suggest that any particular methodology is a reliable indicator of quality, and therefore cannot suggest any specific data that should be collected.  What she does point out is that a questionnaire that does not have probing questions will not be effective.  Equally, an evaluator simply attending a board meeting and listening in is also unlikely to be effective, as participants are likely to modify their behaviour during a meeting when observed.“Board, committee and individual director evaluations topics should be customised to get the feedback that you require.” Good evaluations can elicit valuable feedback on board dynamics, structure, performance and composition. FRC guidance on board effectiveness provides insight into a list of areas that could be considered, such as succession and development plans, company culture, performance and strategy, the quality of board governance documents such as the quality and timings of papers and presentations to the board and how the board communicates with, listens and responds to investors and key stakeholders.“Set your scope, involve people, collect evidence and be clear about your outcomes.” When asked about the content of a board evaluation, Maureen cites her organisation’s guidance. For example, the evaluation should take into account succession and development plans, culture, quality of documentation and how the board listens to the concerns of shareholders and key stakeholders.  “We would really, really like to see a move away from general statements.”Improvements have been made, and companies have come a long way since evaluations were first introduced.   Maureen says that, in terms of reporting, she has begun to see some companies provide more detail on the areas that the evaluation covered, along with suggested areas of prioritisation. The three top takeaways from our conversation are:1.      Board evaluations should not be viewed as a compliance exercise as much as an opportunity for change and improvement.2.     Trust in the process and its confidentiality is critical in order for a board evaluation to be successful3.     There needs to be the desire to improve - Don’t assume that everything is fine; be open to new ideas and learn to really embrace the process
Creating A Sustainability-Savvy Board | Trista Bridges, Read the Air
03-03-2022
Creating A Sustainability-Savvy Board | Trista Bridges, Read the Air
Creating A Sustainability-Savvy BoardFrom both a risk and opportunity perspective, boards must ensure they fully engage with the impact of sustainability: Board members are challenged to take bolder and more transformative action.  A recent study revealed that nearly 75% of European board directors believe that ignoring sustainability will affect their organisations’ ability to create long-term value.  However, only 30% believe that ‘everyone on the board has a good understanding of sustainability and its place in strategy,’ and just over half state that ‘the board sees a solid business case in sustainability’.In this podcast, Dr Sabine Dembkowski talks with Trista Bridges, Founder of Read the Air, about creating a sustainability-savvy board. Some of the key takeaways of the conversation include:“Millenials and others are asking why companies can’t make profits and do better for society”Trista discusses how many things have changed over the last ten to fifteen years, and how some have felt that this has caused inequality and a strain on the system.  She also argues that businesses have in effect been asked to step up into a role that previously might have been filled by governments. “Companies need to identify what we call “materialities” – This depends on the industry you’re in, sector, country etc.”Trista acknowledges that sustainability and ESG are both broad topics. She cites the food industry and issues around healthy food as an example, where companies need to look at their product portfolio. She also knows this can be an issue for businesses, for example, Japanese companies looking to attract outside foreign capital may have to look at changing their approach toward ESG issues, in order to bring in outside investors.“90 percent of investors place more emphasis since the start of the COVID-19 pandemic on ESG performance in terms of how they invest” 1Trista acknowledges that for older generations these issues were not as prevalent.  Recent surveys have shown that a significant number of investors place emphasis on ESG, as do a majority of analysts.“ESG is not a nice thing to have, it’s a necessity for the company”Trista believes it is important that boards look at where their priorities are in terms of sustainability and ESG, and whether everyone’s thoughts on these topics line up with each other.  “There needs to be ESG training within board training…  …The support has to start at the top”Trista also stresses the importance of incorporating ESG training into an overall board training program.  Another option she provides is the idea of having someone specifically designated on the board to oversee ESG and to potentially educate other members of the board, as well as reaching out to outside experts if necessary.“If you are serious about something, you resource it”One example she uses is net-zero targets.  Companies may invest in marketing, accounting and so forth but may not put sufficient resources into issues such as making a business more sustainable.  The three top takeaways from our conversation are:1.       Boards need to look at where they are in terms of sustainability.  What do they know?  What do they not know?  How can boards become savvier about this topic?2.     What is material for your company?  Understand what is going on in terms of sustainability, ESG and other issues - there are risks but there are also opportunities.3.     Does the company have a strategy in addition to its targets?  Companies need to know how they are going to execute their strategy and have accountability in place
Spreading good governance practice around the globe | Bode Ayeku, Corporate Secretaries International Association
16-02-2022
Spreading good governance practice around the globe | Bode Ayeku, Corporate Secretaries International Association
Much is written and said about governance, but most is heavily skewed towards the developed world, while good practice is happening (or should be happening) in every country.  But what matters to Company Secretaries and boards in both the developed world and developing world, and how accessible is good practice? What has been done to break down silos? In this podcast, Dr Sabine Dembkowski talks to Bode Ayeku, President of  Corporate Secretaries International Association (CSIA) about how to spread good governance practice around the globe.Bode Ayeku FCIS is a Chartered Secretary and lawyer. He is President of Corporate Secretaries International Association and the Immediate Past President of the Institute of Chartered Secretaries and Administrators of Nigeria.  He is a member of the Governing Council of the Nigeria Employers’ Consultative Association (NECA) and the Chairman of the Committee of Legal Advisers and Company Secretaries of NECA. Some of the key takeaways of the conversation include:“No organisation should assume they have the best practices”Bode discusses how he has approached discussing governance around the world, something that can often be a challenge, as different countries have different approaches.  In many countries there are national bodies that represent governance professionals, and they provide platforms that allow knowledge of good practices such as webinars, research and thought leadership to be shared.  In countries where these bodies do not exist (and there are many) governance professionals should be aware that there are also global bodies providing guidance and governance principles and standards. He feels that no organisation should feel they have the monopoly on best practise, and sharing information would only encourage further improvements. This sharing of resources would ultimately benefit everyone, as they could all learn from the information available.“Platforms such as the intranet where you can store information on best practices… they should share this generously”Bode emphasises the availability of summits and programs where secretaries from countries in the developing world can meet and discuss best practices.  He cites Nigeria as an example, where they have a platform for their members to talk about any challenges they are facing and discuss practical solutions.  He also discusses events where Company Secretaries can attend seminars and hear guest speakers, further helping them learn more about best practices.  He believes that companies should encourage employees to attend summits, seminars and training programs.“In my experience, secretaries in the developing and developed world are facing the same global challenges”Bode has seen changes of priorities in both the developing and developed world and cites issues such as environmental concerns and social mobility.  However, it is not only a question of dealing with these issues but also looking at potential opportunities. Bode believes that people need to both come together and work together on global issues.  The solution is for more collaboration. The three top takeaways from our conversation are:1.       All stakeholders need to share responsibility, sharing their knowledge and resources to create stronger organisations2.     There is an opportunity for Company Secretaries to come together, and this has the potential to form a powerful global voice3.     While there are a number of challenges facing both the developing and developed worlds, the resources are there for people to share in order to face these challenges and address them
Proactive Questions every board member should be asking | Dr Andrew White, SAID Business School
03-02-2022
Proactive Questions every board member should be asking | Dr Andrew White, SAID Business School
Boards only see what they’re presented with and can easily become passive recipients of agendas created by CEOs and senior executives. But board members can play a transformational role in a company by asking questions that create space for reflection and strategic change, not simply responding to what they are presented with. In this podcast, Dr Sabine Dembkowski discusses proactive questions that can enable change for both individual members and for overall board performance with Dr Andrew White from SAID Business School in Oxford. Dr Andrew White is director of the advanced management and leadership programme at Oxford University’s Saïd Business School and focuses his research on how to lead businesses successfully, and the risks and opportunities facing CEOs.  He recently jointly published an article in the Harvard Business Review with Tazim Essani and Eric Wilkinson, 2 active board members. Some of the key takeaways of the podcast include:“We need to shift being reactive to being proactive when it comes to setting the agenda”Andrew argues that in order to improve board effectiveness, boards need to do more than react to regulators or the agendas presented to them.  There is a need to move away from the transactional, toward pausing and looking at how to shape the overall agenda, both in terms of the activities of the board and the company as a whole.   “What is the executive not telling you that you need to know?”Andrew points out the risks when boards rely only on executives, and how this can be a factor when it comes to problems such as cases of fraud or even companies ‘going under’. He cites how charity sectors often need to address issues with fraud, how this needs to be addressed and the indicators to look out for.  Senior board members need to be aware of what could potentially happen. “There is a tyranny of meetings which are necessary but they’re not sufficient”To address the really difficult questions, Andrew describes how boards can bring people together for casual conversations, so that it isn’t purely about arranging meetings - it is also learning about the company and the culture around it.  Board effectiveness is not about formal meetings, or even a structured and planned walk around an office. It is also not about undercutting the role of an executive, but about boards educating themselves.Andrew also makes clear that board performance is not about changing things very quickly, but having some time (around 15 minutes to half an hour) to address key questions. He also suggests using anonymous feedback as a method to bring up issues, and how company secretaries can help shape this agenda.“We’re focusing on the transactional, going from Zoom meeting to Zoom meeting. We have to stop and take an intentional pause…”In an increasingly virtual world, Andrew points out that while virtual meetings can be more convenient, it does make it harder to create an informal atmosphere – which is another issue that needs to be looked at.The three top takeaways from our conversation are:1.       Be proactive, not reactive.  Look at your agendas, trying to see what’s missing or could be expanded on.2.     Do you understand enough about the decisions you are trying to make? Do you need to educate yourself?3.      What don’t you know about the company that you need to know about?To find out how you can participate in the Better Boards Podcast Series or more information on Better Boards’ solutions, please email us at info@better-boards.com.
ESG - What should boards focus on | Anna-Marie Slot, Partner, Ashurst LLP
20-01-2022
ESG - What should boards focus on | Anna-Marie Slot, Partner, Ashurst LLP
Sustainability is an issue that affects us all, with investors and consumers alike challenging the status quo. However, the issues surrounding ESG are multi-layered and complex, with no straight answers. It can be overwhelming and daunting.In this podcast, Dr Sabine Dembkowski discusses environmental, social and governance (ESG) issues with Anna-Marie Slot from global law firm Ashurst LLP, recently named Most Innovative Sustainable Lawyer at the 2021 FT Innovative Lawyers Awards. Anna-Marie Slot leads the firm's ESG strategy and established the firm's Sustainability Goals, co-created Ashurst's first digital product, "ESGReady," and launched Ashurst's first ESG-related podcast series, "30 for Net Zero 30".The three key takeaways from this podcast are:1.     Don't be afraid to start - There are experts out there, but you need to embrace uncertainty and start working on these issues as a company.2.     Look at the information out there - Organisations such as Chapter Zero are providing the information you can look at while you are considering your ESG approach3.     ESG is both a risk and an opportunity - Dealing with ESG issues now are a seed you can plant that your company will see the benefits of in the long termThe focus of high-performing boardsFrom her experience, Anna-Marie highlights five things high-performing boards do1.     They have a high level of awareness of ESG issues.2.     They understand materiality - What material matters are key to improving the environmental performance of the organisation?3.     They embrace uncertainty and accept that they may not necessarily have the expertise to start with but are able to adapt and change. 4.     They know the business eco-system - from stakeholders to every employee in the business.5.     They know that ESG is not just a risk but also a big opportunity, possibly a competitive edge.Anna-Marie cites COVID as an example where a major event precipitated board evaluations, forcing an examination of the supply chain's ability to adapt. This is not easy to integrate into a typical board calendar. Still, board effectiveness can come from different approaches - some boards create specific ESG sub-committees, while others have included it as part of their audit function.She stresses that the effectiveness of boards around ESG issues depends on not having a silo mentality, yet appreciating this can sometimes be very difficult. "You have to be comfortable enough to say, 'I don't know the answer to that and I need to find someone that does.'"Anna-Marie describes how companies bring in consultants to find the knowledge necessary to address ESG issues, but she advises caution. Boards should check those who offer their services have the skillset required to address the issues.Anna-Marie recommends Chapter Zero in the UK, business chambers in other countries, and industry-specific organisations that can allow companies to make better sustainability decisions as part of their drive for improved board effectiveness."(ESG) is not something that can be siloed into one part of your business any longer"Anna-Marie highlights that the challenge of ESG issues is that they are complex and can not be siloed into one part of the organisation. What is more, a common language and understanding have yet to emerge in many boardrooms. The use of 'Net zero' is one of the examples. Anna-Maria found that it is not clear what boards refer to - carbon emissions? Methane emissions? Whether or not this involves off-setting? More forward-looking organisations work towards establishing a common understanding of key terms. She also acknowledges that this is a process and that requires time and repeated messaging.
The changing role of CEOs and  their relationship with their boards | Dr Kati Najipoor-Smith, Co-Leader Global CEO Practice, Egon Zehnder
05-01-2022
The changing role of CEOs and their relationship with their boards | Dr Kati Najipoor-Smith, Co-Leader Global CEO Practice, Egon Zehnder
The subject of this episode of the Better Boards Podcast Series is "The changing role of CEOs and their relationship with their boards."  Dr Sabine Dembowski talks to Dr Kati Najipoor-Smith, who leads the Global CEO practice of Egon Zehnder.Complex and rapid changes are reshaping the role of the CEO. A recent study found that less than half of CEOs feel fully aligned with their teams - and even fewer with their boards. How is this happening? Kati leads Egon Zehnder's global CEO Practice and is also deeply involved in the firm's Board Consulting Practice. Drawing on decades of global advisory and management experience, she advises Chairs and CEOs across all industry sectors and regions on building effective and sustainable leadership at the top of their organizations. Before joining Egon Zehnder, she held senior roles in industrial and automotive consulting firms in Europe and the United States, leading large-scale strategic, change, and benchmarking projects. CEOs are "sometimes lonely"Kati's recent study "It starts with the CEO" sheds light on many aspects of the role of the CEO, including their priorities, how they connect with stakeholders and how to change their businesses.  It is one of the most extensive studies of its kind ever conducted and generated responses from almost 1,000 CEOs with combined 2020 revenues of over 3.7 trillion.  "97 percent of CEOs surveyed… agreed they need to change along with their company"Kati reports that there has been a massive acceleration of change in the last two years, and not only do businesses have to change, but CEOs recognize that they have to change as well. Sixty-six percent of CEOs in her 2018 survey agreed or strongly agreed they need to reflect on their leadership style, and this increased to a massive eighty-three percent in 2020.She describes that CEOs feel their biggest role is to create cohesion in their leadership team, raise collective ambition, and emphasize the importance of listening, not in terms of "fixing" a team but for all to learn. "Less than half of CEOs felt aligned with of their teams and even less with their boards" One significant survey finding was that less than half of CEOs felt aligned with their teams and even less with their boards.  Kati argues that the world has become more complex, and some boards struggle to adapt to emerging trends and developments, but relationships suffer if alignment is purely about control. She also makes it clear that having a more cohesive vision is not the same as everyone has the same viewpoint.  It is more about looking at issues such as ESG (Environmental, Social, and Governance) as part of the overall direction of the company. She maintains that it is possible to work with alignment and corporate direction and still provide shareholder value. "The base-line should be wanting to help" Kati's survey highlighted how productive CEOs are able to achieve their goals and notes that their relationships tend to be honest, transparent, communicative, and proactive. "We're not talking about liking each other - it's about professional trust, and empathy is always a good thing to have."  While numbers and strategy are essential, the behavior of the CEO (and whether a CEO is properly listening and being receptive to what the board around them has to say) is a key factor in success. Executives in a productive team will often have a mentor on the board of directors, which helps to grow future leaders. To find out how you can participate in the Better Boards Podcast Series or more information on Better Boards' solutions, please email us at info@better-boards.com.
The role of the board in the age of digital transformation  | Lisa Harrington, Non-Executive Director Post Office UK and Digital 9 Infrastructure Plc
15-12-2021
The role of the board in the age of digital transformation | Lisa Harrington, Non-Executive Director Post Office UK and Digital 9 Infrastructure Plc
The Role of the Board in the Age of Digital TransformationThe subject of this episode of the Better Boards Podcast Series is " The role of the board in the age of digital transformation. "  Lisa Harrington speaks with Dr Sabine Dembkowski.The digital world has impacted the world of the boardroom significantly.  Board members now need to adapt to the threats and challenges the new, digital world presents.Lisa is an internationally experienced FTSE Executive and Non-Executive Director. She has spent 25+ years in customer and digital transformation roles across telecoms, technology, education and utilities businesses.  She spent ten years with Accenture, followed by ten years with British Telecom, including her final role as Group Chief Customer Officer. Lisa is currently enjoying a portfolio career on sits on the Board of Post Office UK and Digital 9 Infrastructure Plc. Her 13 years' board exposure has included a first-hand experience of FTSE listings and de-listings, M&A, digital and product innovations. Some of the key takeaways of the conversation include:"Digital transformation is about changing your whole business model to be fit for the future"Lisa feels that "digital transformation" is a rather outdated phrase.  Some people think it means bringing in apps and devices, but digital transformation is about changing the whole business model to be fit for the future.This transformation was already upon us, but the Covid pandemic has meant the pace of change in digitally transforming the boardroom has accelerated beyond all expectations.  Lisa details how she witnessed "the pace of change of three years in three months."  The pandemic created sudden culture shifts. Many previously rejected changes have gone on to be accepted during this time of upheaval.The importance of digital gaps and how to fill themThis pace of change has affected the role of the board as well.  Lisa emphasises the importance of leadership and establishing a model for people to follow.  She also acknowledges the importance of "digital gaps."  Boards may not currently be prepared to adapt to changes the digital world brings, not just with regard to technology but also in board makeup, skills and experience.She suggests that boards can improve by bringing in people who may be inexperienced in other areas but who could bring the digital skills and technological 'savvy' that could further boost boardrooms when dealing with digital issues."Companies need to look at the mid-term and the long-term, not just short-term"Lisa outlines how boardrooms need to start with everyone wanting to change their culture.  However, she also admits this may mean some legacy businesses risk eroding a business model they already have. "The elephant in the room is huge, but you've got to start"Changing attitudes to the new, digital culture (especially in the boardroom) is a big task.  Lisa believes that getting the right people in and achieving some quick wins can help.  Getting the right people in will help develop a more creative mindset towards digital transformation - one that reflects the changing world.
Diversity & Inclusion - See differently | David Clarke, Royal National Institute of Blind People (RNIB)
02-12-2021
Diversity & Inclusion - See differently | David Clarke, Royal National Institute of Blind People (RNIB)
As a blind man, David has faced many different challenges, while at the same time overcoming them to have an impressive career in banking, as Director of Service of the Royal National Institute of Blind People, and as a Non-Executive Director on the board of the British Paralympic Association, the St Albans and District Chamber of Commerce as well as being a member of the FA Council.Some of the key takeaways of the conversation include:“It’s only when you feel excluded that you become anxious about getting inclusion right”Different voices bring a different perspective to the table.  David relates his own issues growing up blind when as a child he was unable to play sport due to the lack of pathway or access. This extended to rejection by two universities due to lack of resources to include him and eventually being turned down for jobs despite his degree in Politics and Masters in Diplomacy.There has been much progress recently, for example, the pandemic has shown that meetings can be attended virtually, removing one important barrier to inclusion carers or those with difficulty traveling.  However, there are still many practical issues with inclusion.  “You can have the right attitude but getting it wrong on the operational side can leave you floundering”David relates how organisations should be asking whether inclusion is a driver, or if it is simply the right words to remain on the right side of public opinion.  He is quick to emphasise that none of this is about blame, but it is easy to get it right.  Organisations should reach out to affected groups, seek advice about inclusion, and open up pathways for diverse groups where organisations have traditionally been less proportionately inclusive.  Some members of excluded groups may not have the necessary skills for example, and organisations could accelerate the process to give them the skills and experience they need.It does not matter how many people you have in the boardroom, there will be voices not being heard in that roomA sufficiently diverse boardroom is a huge asset, and regardless of the type of organisation, David believes that inclusion should cover those voices that are not currently included in the boardroom.  Boards need to actively consider who is excluded - and how the boardroom could benefit from hearing those voices. Being beneficial in terms of diversity, this also leads to more informed and well-rounded decisions and can avoid stereotyping particular groups.  However, there are barriers to inclusion in the boardroom.  For only one example, screen reader technology is not currently compatible with all major board portals.We often ask “Who is in the boardroom?”, but David Clark asks a very different and powerful question: “Who is not in the boardroom?”  Don’t forget to subscribe never to miss an episode of the Better Boards Podcast Series. Available on all major podcast directories like Apple, Spotify or Google.To find out how you can participate in the Better Boards Podcast Series or more information on Better Boards’solutions, please email us at info@better-boards.com.
The digitisation of the board | Maddie Scrafton, Computershare Governance Services
17-11-2021
The digitisation of the board | Maddie Scrafton, Computershare Governance Services
The speed of change in digitisation is ever-increasing, but not all Directors feel at ease with new, digital ways of working in their boardrooms.  However, boards simply must adapt as digitisation does not stop at the boardroom door.  Maddie is a Chartered Secretary who has supported various companies, from FTSE 100 to small private companies. In her current role as UK Managing Director for Computershare Governance Services, she leads a team of Company Secretaries who support listed and private companies to maintain compliance and enhance their governance.  Some of the key takeaways of the conversation include: "We have become more used to virtual meetings… it's not as contrived as it perhaps seems"The pandemic has forced virtual meetings to become everyday occurrences.  Most boards know these bring increased efficiency and reduced cost, but Maddie Scrafton believes that the quality of virtual conversation depends on how willing board members are to embrace it.  She acknowledges the difficulty of creating a natural group dynamic when people are not physically in the room together. Solutions typically include more formal routes, such as additional sub-committees or mid-meetings between more formal meetings, to ensure ongoing discussions in a more relaxed, social way.  However, more innovative or creative solutions have been found in some virtual boardrooms.   Maddie explains how one company pre-recorded presentations, enabling members to focus in the boardroom on the issues raised rather than the presentations themselves.  Sabine also describes one board that served lunch to all members at the same time, simulating eating together. "You need robust debate, and it helps to be in the room" The jump to the virtual world is not always appropriate, and movement toward a hybrid model is becoming increasingly common.  Transactional and "business as usual" decisions are ideal for virtual meetings, however for subjects that might benefit from more challenge, such as strategy or year-end results, in person, 'in the room' meetings will still be better. "It is important for board members to have a consistent understanding of the terminology and meaning of technology" Boards are now more aware of technology and technical terminology. However, although some are increasingly 'tech savvy,' not all boards benefit.  Digital portals may be the standard in the boardroom for larger or FTSE-100 companies. Still, smaller companies may be unaware of the benefits, reluctant to implement, or simply not have considered how technology can help with their working processes.   "We should be making communication simpler, not more complex… Just because you can do something and make it more complex doesn't mean you should" Technology moves quickly, and boards may need to use external advice or board training. Still, many technologies may actually be easy for directors to use at the front end but laborious behind the scenes.  Maddie describes the increasingly complex tasks portal technology can do, such as minute templates, providing market information, and chat functionality.  In practice, very few companies are using even a fraction of this capability, so there is a huge amount of gain still to be realised from technology in the boardroom.   Don't forget to subscribe never to miss an episode of the Better Boards Podcast Series. The Better Boards podcast series is available on all major podcast directories like Apple, Spotify, or Google.
Responding to the ESG agenda – legal insights for boards | Anna-Marie Slot, Will Chalk, Partners, Ashurst LLP
03-11-2021
Responding to the ESG agenda – legal insights for boards | Anna-Marie Slot, Will Chalk, Partners, Ashurst LLP
In this episode of the Better Boards Podcast Series we look at the challenges of responding to the ESG agenda, point towards the legal challenges and highlight what good looks like.   Dr Sabine Dembkowski spoke with Anna-Marie Slot and Will Chalk.Rapidly developing legal and voluntary frameworks, stakeholder demands and increasing environmental concerns all mean that ESG is fast becoming a top priority for businesses across the world. To the extent that they ever weren't, boards are now under a legal obligation to respond to certain aspects of the debate – so it's no longer a case of simply wanting to do the right thing, in certain areas it's a question of being compelled to.The IPCC's recent report that climate change is widespread, rapid, and intensifying, are only likely to add further impetus to ESG-related policy responses.  Named Most Innovative Sustainable Lawyer at the FT Innovative Lawyers Awards, Anna-Marie Slot is Global ESG/Sustainability Partner and Global Head of High Yield at Ashurst, leading the firm's ESG strategy. She created and launched the firm's Sustainability Goals, and first digital product, "ESG Ready", as well as its first ESG-related podcast series, "30 for Net Zero 30".Will Chalk is Ashurst's UK Head of Corporate Governance, providing strategic governance advice to FTSE-listed, AIM-quoted and larger private companies, including guiding their responses to the increasingly important ESG agenda.Some of the key takeaways of the conversation include:“Sustainable finance directives keep coming at pace”Increased UK and EU regulation in terms of climate risk is challenging the balance between impact on the environment and other issues, such as the responsibility to stakeholders, workers and community. Companies are now taking a broader view of risk and how external forces can influence it.  Approaching half of the FTSE250 companies now have additional committees, many of them focused on ESG and related issues. “Don’t rush that initial stage”Anna-Marie notes that companies are now taking a more holistic approach of where risk exists and how to address this. Investors are looking at things through “different lenses”, not simply at legal obligations.  Will believes that companies who start with their corporate purpose, and take time to create an ESG roadmap, outline objectives, and develop a framework for their business will pay dividends in the future.  But do the board or senior management have the skills and knowledge to handle these issues? Anna-Marie emphasises leading from the top, working through cross-divisional groups with engagement across the management team, as opposed to having it focused on one particular department.  Different approaches that companies might use include climate champions, taskforces, and forums with a focus on younger employees.  She feels it is important to set both the current and future definitions of “what good looks like”. Some companies need to establish data sources and the baseline to set targets – and acquiring and assuring this data can be difficult.“The best in class will get out there early”Companies want to see targets, specificity and roadmaps from governments, as opposed to new technology being touted as a ‘magic wand’.  Anna-Marie says, “the best in class will get out there early”, in effect outlining how early adopters might take control of this conversation as opposed to merely being part of it.She also says that while around half of countries have a net-zero policy, there are various interpretations of this, while Will cautions businesses to be careful about the veracity of their own statements of intention.Don’t forget to subscribe to never miss an episode of the Better Boards Podcast Series.&a