The real impact of corporate governance isn't about compliance or structure or policies, it's about the conditions that impact decision-making. Sound-Up Governance features fresh perspectives to help boards and executives to be a bit better tomorrow than they were yesterday.
Matt
Welcome back to Sound-Up Governance. My guest for this episode is Nancy Whipp. Nancy has worked all across Canada and Europe. She's been an athletic therapist, an accountant, a senior executive and now a corporate director for a bunch of different cool organizations in New Brunswick, Canada, including being the chair of the board of the Greater Moncton International Airport. She's also a board member at NB Power through which she knows my episode 11 guest and friend, Judith Athaide. It was Judith who connected me to Nancy saying, "Nancy has big ideas, and always tells it how it is." And, well, she was right! One of the things that really stood out to me is that Nancy has just done so many different things in so many different types of organizations: railroads, telecom, tobacco, utilities, and so much more. Just what is it like having such a varied set of experiences?
Nancy Whipp
I'm gonna call myself a generalist. Because I think that's probably how I would always view myself. I don't have a fixed way or fixed solution, a fixed whatever. You know, some people, if you followed one path, and I'm going to talk talk about accountants, you know, like they went, they did their auditing, and then they've worked in accounting all their life. It's one train of thought that you think and one way of thinking, I don't have one way of thinking, I'm a... really, I'm a thinker outside the box, because that's what being a generalist does. Because you're constantly put in a situation that you've not seen, or that maybe you've seen somewhere else, but that you could apply, and you can think of it. So I think it's a huge advantage. I understand that on boards, you need to have some specialists, people who are really knowledgeable. But I think being a generalist means that you always have an open mind. And you, you challenge because that's what you do as a generalist. Like there's no standard of the way things are done all the time. So you're constantly, on a board, I know I challenge. Which is something many people don't do. For me, it's like, I've seen it, or I challenge it, or I'll bring ideas from, you know, I'll say I've seen this in other places, and this is the way we dealt with it. That doesn't mean that's the way we need to absolutely do it. But maybe we can use that or, you know what, I've seen this other places, and we were heading in this direction, and then all of a sudden, we hit a wall. I'm not saying we're gonna hit a wall, but you know, the red flags are there for me. And I will bring those up. So I think those are huge advantages. To have somebody with broad diversified experience on a board. I think sometimes board need to change their meaning of diversity, and what does diversity mean. And you know, hiring a generalist, yes, you need your specialist. But I think there's a huge advantage to hiring a generalist, and not just a Nancy Whipp, but, you know, people who have varied knowledge because they force you to think in a different way. I also think that you need to ask those hard questions. That's what you're there for. And it's tough to do. It's not easy to do. Management sometimes is not happy that you are asking those questions.
Matt
It won't surprise regular listeners that I couldn't agree with Nancy more. There's nothing that worries me more when I walk into a boardroom than a bunch of status quo conventional thinking and behavior. And who tends to be good at approaching problems in unconventional ways? Generalists, like Nancy. But boardrooms tend to be pretty... stodgy. How receptive have boards been to Nancy's agitation?
Nancy Whipp
I'm gonna say overall, I think it's positive. And I'm gonna pat myself on the back here because yesterday I was just selected as one of the six nominees by Bank of Montreal, they do a female Celebrating Women on Boards. And I was selected as one of the six honorees and I was for eastern Canada, or the Eastern Region, which I believe includes Quebec. And then of course, today, it was everywhere, and there's like, congratulations from people and congratulations from my board members and my peers. And so somebody nominated me and clearly thought I brought something like very different and challenging to a board. So I think overall, people see me as interesting. Because that's it: you bring something different, and you will have the guts because there's a lot of times there's a lot of people that won't have the guts to say it. I think some people don't like it because you rock the boat. I'm gonna say most of the time it's been beneficial, where I've had, you know, more issues, not issues but where It's been a little bit more difficult. It's when you're challenging a chair, you know, you're not in line exactly with what the chair and some depending on the chair. They don't really want to necessarily hear it or they don't want to be challenged. So it depends on the chair. But I'm going to say, you know, overall, would I change what I do? The answer is no, because it's been much more beneficial and much more positive than it's been negative.
Matt
First off, Nancy being recognized as one of the honorees at the BMO Celebrating Women on Boards event is a huge deal. Every year, the list of recipients is like obnoxiously impressive, and Nancy is a standout. One of the pieces that stands out a lot to me is Nancy's seeming attraction to organizations that are potential lightning rods for controversy, or at least for annoying media scrutiny: tobacco, a power utility, an airport. What's going on there?
Nancy Whipp
I've worked as you've said, you know, tobacco company and you know, the airport, and if a company everything's running smooth, and you never hear about them, then you know what? As a board member, I find there's not much you can bring. Everything's just running smooth. You can just go and sit there. And I'm a person of chaos. So I like chaos, I've done reorganization all of my life. That's where I find I really shine, because I go in and back to that generalist kind of way of thinking. If I go in and it's like for me, it's like, wow, this is a challenge. This is great places. You know, is it tough like being, as you say, you know, we're just the NB Power was going through its you know, presence in front of the EUB an everyday it's in the newspaper,
Matt
EUB is the New Brunswick Energy and Utilities Board. Recent headlines include "EUB hearing room splits on endorsing NB Power;s rate hike," and "NB Power budget includes plan to violate provincial environmental regulation." Nancy mentioned chaos. Now you have a bit of an idea.
Nancy Whipp
It's such an important organization for the size of the province, that everyday it's in the newspaper. What gets frustrating - and that's just you know, that's the way media is - is what gets reported is only a part and parcel of it. So when you're on the inside, obviously, there's a lot more you know. But the beauty of that, too, is I find as a board member, you have that ability to talk to people. You know, I have lots of friends and they'll talk about "oh, you know, NB Power is, you know, going to be putting up the rate and stuff." And I go "but do you understand you are almost the cheapest province across Canada?" Because the last the reason why we're having to do what we do now, is because for the last eight years, you've essentially had little or no, there was four years of freeze, and then you had little or no increase. And also do you understand the complexity of NB power? We have a nuclear plant, we have coal, we have fuel, we have heavy fuel. Like we have all these things that and we have hydro that most of companies, most of the organizations across the country, and I'm going to say probably even across North America are not as complex as NB {ower. And then when you say that to people, they kind of go, "wow, oh, okay. Wow." And that there's 750,000 people. And when you look at the size of New Brunswick, it's a fairly large province physically. And we're so we're up to 800,000 now, I think. It's such a small province. And you have to make sure everybody has electricity. So as a board, like when I've been approached to sit on some of those boards or work for a company, I always say, "You know what, you have to give the chance." You can't from the outside, you have no idea. When you all of a sudden you go in, that's when you decide to you know... do you agree with the way things are run? Because it's my credibility. And it's my, you know, it's my future. It's my professionalism, it's everything that would be challenged. And if it's like, and I'm gonna call it a boys club, for lack of better word, but that's pretty much what it is. If that's what it is, and but you know, you just want to go there to, you know, "shoot the talk" and whatever and not really deal with issues at hand, and like put your visors on and not see things. That's not an organization for me. So, you know, an NB Power, tobacco company, and airport. We deal with the issues. We don't sweep them under the rug. We deal with them. Is it simple? No, it's not. But again, that's what, you know, makes it challenging. I chair the audit committee for NB Power. I guarantee you there's a lot of things going on. And it's so interesting, but it's very challenging and sometimes we need to make those hard decisions. And we need to ask those hard questions. But that's okay. That's the reality of it. But the day that I sit there, and I feel that I can't ask the hard questions anymore, that I can't challenge, that I can't do those things is the day I will be walking out.
Matt
I also want to pick up on the chair thread that Nancy brought up earlier. She's been a chair of some interesting boards and committees. It's not always the most welcoming position for the generalists in the room. We know that Nancy likes to challenge her chairs, but what about when the tables are turned, and she's the one being challenged?
Nancy Whipp
Honestly, I have full respect for that. My my role as a chair, is to listen to people, it's to hear people. The role of a director is quite different from the role of a chair. The role of a chair, you're there to listen to people, you're there to make sure that it stays within what we're supposed to be doing within our agenda, what we're looking at, make sure that everybody's participating, that those things are happening, that you're accumulating all the ideas that you can. But I find a role as a chair is not to sit there and say, "I think that and therefore you as board should." And if I, if that's the way I am, then you know what? I don't think I'm at the right place to be a chair. In some ways. If you're a good chair, you may be conflicted in what you originally thought. But you because my role is not to voice my ideas. I when I was chair, I always voiced my ideas at the end, whether I agreed or not, if I didn't agree, I challenged the person back and say so we'd have a fair and good discussion. I wanted to make sure that everybody was knowledgeable of all the same information. So there was no you know, side discussion that all of a sudden you bring it to the board and it's almost a fait accompli. To me, that's the worst thing you can possibly do. So by having really people you're listening to people, you have everybody that's there, they everybody hears the same thing. Everybody hears everybody's arguments as to why they think something. And that's the way it is. But the role of the chair is also to say, "this is out of what we're supposed to do, we're not there to get into the weeds and into the operations of the business. We're there as governance, we're there to control risk, we're there to make sure that the business runs well. We're there to protect the interest of everyone. But we are not there to get into the weeds." It just really bothers me when I sit on the board meeting, and you have some people that are there, and they're just occupying a chair, and you kind of sit there and go, you know, you were selected because of the attributes that you have. Yet you're bringing none to the board. Because either you don't want to challenge either you're too shy, either you're whatever.
Matt
I'm really interested, if you don't mind me picking up what you've just talked about. And this is something that I I'm starting to think about more and I'm really curious for your perspective on is: I get frequently calls from board chairs, and I don't think this would be board chairs like you, who kind of call me and they say "hey, look, I heard your that you're a board guy. I've got some people in my room who they're really smart, but they never say anything. And it's driving me crazy." And I always wonder, you know, if maybe chairs can play a role in creating conditions where those people who maybe under normal circumstances would be quiet, where we can understand a little bit better what it takes to open them up. And I guess my question is, to what extent is that part of the chair's role? Or is it really up to the directors to just speak up when the time is right?
Nancy Whipp
Well, I think it's part of the chair's role, because I mean, there's the directors, and there's the chair. So you're there to make sure that you want to make sure that whoever's in that room is at the end, whatever we come up with, they're either in agreement with it. And if they're not, they have voiced that they're not. Nobody walks out of the room say, "Yeah, I didn't agree with that." "Well, why didn't you say anything?" So, you know, that's what you want to avoid. There, sometimes, people don't talk all the time, and that's fine. But you gotta check the body language too. You gotta check, you know, there's somebody in that room, and you can see that they're not in agreement with it, but they're not speaking. And then it's just, you don't want to put them on the spot and say, "oh, you know, you're not in agreement?" but just like, "so what are you thoughts? Like, what do you think of? Do you think this is a good idea?" And not just "what do you think?" But again, "do you think it's a good idea? If not, like, why don't you think it's a good idea?" So it's up to you, I think, the chair. The other thing, too, I've done and I'm not saying it's the greatest thing, but I used to do one on ones at least once, if not twice a year, with each one of my board members. And the board members that didn't speak whenever I would talk to them one on one, I would say to them, "you're sitting in that boardroom because of what you can bring to that boardroom and every time you open your mouth, it's always so interesting. And so many times I've seen it skew the board, like in a different direction because people hadn't thought of it. So, you know, why don't you speak more often? I think there's much you can bring to the board." And they would say to me, "You know what, Nancy, you're right, I'll think about it. And I'll really make the effort to speak more when I have something to say." Tou know, just saying, I agree, I said, does not bring anything to the board. Like, I need to understand why you agree, why you don't agree, but you can't change people completely. Some people are just quiet people. And that's the way it goes. But I think you can still get a lot out of them, too.
Matt
Thinking about Nancy's interesting portfolio of boards and experience, I just had to ask her about how her perspective on the board's and chair's roles change when facing a crisis. Like, for example:
Nancy Whipp
I was chair of the airport during the whole COVID time. So I was named in May 2019. Of course, we had our first meeting in September. And by, you know, pretty much January, things were starting to fall apart. And I was chair for really the whole time of the COVID. So, you know, initially, you got to see like, You got to wait and see what happens, then the crisis happens. And you've got to change, there are things you need to change at that point in time, you need to really, you know, in our situation, obviously, it was a financial crisis. So you need to sit there and say, instead of us having a meeting every two months, or every three months, well, now we need to know, I'm not going to get into the weed and asked you, you know, whatever, and go into your calculations, but the risk has just like elevated, and I need to make sure of the welfare of the organization. So every week, we set up a conference call. It was a one hour conference call. And it was not I wasn't expecting them to supply me any documents ahead of time. It was just a summary of where things were at. So how were things going financially, where were we at. But we needed to know that the management was doing the things they were doing. We needed to know, you know, was there any bad cases within the airport? How is it going to be happening, like publicity-wise was there going to be some bad publicity? That's what we needed to know. So you need to just be more, I won't say hands on, but just you need to have news at a much smaller timeframe than you normally would need to. And then the questions are harder to ask, too. Now you're starting to pinpoint. And then you also need to start to think of in our case, all of a sudden, the government came out and they were going to give some grants to the airports and stuff. And I recall, we had we needed to redo one of the runways and we were going to just patch it because we didn't have the funds to do the whole thing. And then because we got some grants for the government from the government, and it was for infrastructure, but you know, they came to assist us. This was a perfect time to redo a runway. All of a sudden, like there was a lot less traveling, a lot less traffic. So we were able to detour on just use one of our two runways and refurbish the one runway. So opportunities happen within a crisis that you need to make sure you're not so focused on one thing that you don't see these opportunities that are there.
Matt
This was such a fun conversation and Judith Athaide was so right on the money when she recommended Nancy for the show. I love meeting generalists in positions of influence and am unsurprised that someone who's had a life moving around the world as an athletic therapist, an accountant, a senior executive and a director is also someone who sees opportunity in crisis and looks for ways to activate the people around her in the boardroom. It's an absolute pleasure to release this episode on International Women's Day and I want to once again extend my congratulations to Nancy for being honored by BMO's Celebrating Women on Boards. Thanks for listening to Sound-Up Governance. Don't forget to reach out with questions, ideas, suggested guests or anything else that's on your mind by sending an email or voice memo to soundup@groundupgovernance.com. See you next time.