The Boardroom 180 Podcast

Join us for a compelling conversation with Karen Smith as we delve into the essentials of ethical decision-making and governance across corporate and municipal boards. Our speakers shed light on the critical importance of fostering an ethical culture, maintaining transparency, and ensuring accountability. Listeners will discover why effective governance is a must in today's complex communities, where trust and well-established frameworks can help mitigate risks.

In this episode, we tackle the complexities of managing votes of no confidence and addressing ethical violations through targeted training and one-on-one meetings. We also explore the diverse responsibilities of board members, from fiduciary duties to the need for continuous education, particularly in dynamic fields like cybersecurity. 

Learn about the differences between various types of boards and the importance of representing diverse perspectives while aligning with organizational values. Tune in for valuable insights on ethical decision-making, performance measurement, and stakeholder engagement, all underscored by the power of open communication and conflict resolution to build lasting, effective governance.

About Karen Smith

Karen currently serves as Chair of Access Communications Co-operative, is a Board Member of the Regina Community Clinic, is on the board of the Saskatchewan New Home Warranty Program, and is Co-Chair of the Saskatchewan Advisory Board of the Institute for Corporate Directors. She is also available to consult on governance, ethics, and other matters since 2022.

Karen recently retired as full-time CEO for Better Business Bureau of Saskatchewan, serving in this capacity from October 2015 to December 2023. Her professional background includes Director of Employee Benefit Plans for the Saskatchewan School Boards Association. Karen's activity in the business community includes serving as the employer representative on the WCB’s former Early Intervention Program Advisory Committee and as a member of the Human Resources Committee for the Saskatchewan Chamber of Commerce. Previously carried the CHRP designation in both Saskatchewan and Manitoba.

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Contact Munir Haque | ActionEdge Executive Development: 

Contact Karen Smith: 
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Transcript:
Karen Smith: [00:00:03] And in the end, the board is the one who has the fiduciary responsibility over those organizations. So the board has to keep up. We have to keep up with the training. So it's not just about understanding the financial statements anymore. We have to do better than that. And if you need to bring in experts to help you with the training, then do so.

Munir Haque: [00:00:33] Hello, everybody. Today's guest is Karen L. Smith. Karen is a governance and ethics consultant. She's a governance specialist with Chartered Director designation from McMasters University and the Conference Board of Canada. She's a specialist in administrative justice with a certificate in Tribunal Administrative Justice. She's a certified employee benefits specialist with designations from Dalhousie University and the International Society of Employee Benefits. Karen has a long history of serving on boards and committees. Essentially too long for me to mention in this introduction, but to name a few, currently she is a chair of Access Communications Co-operative. She's a board member of the Regina Community Clinic. She's on the board of the Saskatchewan New Home Warranty Program. She's a co-chair of the Saskatchewan Advisory Board of the Institute of Cooperative Directors. Karen is also the founding member and served as president of the Saskatchewan Administrative Tribunal Association. Professionally, she was the CEO of the Saskatchewan Better Business Bureau, recently retired in 2023, she was there in that position for eight years. Before that, she was the director of employee benefits plan for the Saskatchewan School Board Association. She was also a member of council for the Village of Buena Vista and a life member of PARKS. That's the Provincial Association of Resort Communities of Saskatchewan. Hello, Karen. Thank you so much for being on The Boardroom 180 Podcast. Is there anything that you want to make special note of that I missed in the introduction?

Karen Smith: [00:02:03] The only one is, for ten years, I was on the Workers Compensation Board. So that was a paid board member position. Full time board work.

Munir Haque: [00:02:13] There's one thing that pops up a couple of times in your bio and that's tribunal administrative justice. Do you want to explain that a little bit to those of us who don't know exactly what it means?

Karen Smith: [00:02:24] It's the final level of appeal. It was part of the Workers Compensation Board responsibilities. So besides the normal governance duties that you see when you're a part of a board that's providing oversight for an organization, in addition, with the Workers Compensation Board in Canada, the Saskatchewan Board also had tribunal responsibilities. So when a worker or an employer is looking for the Worker's Compensation Board for either benefits or coverage of some kind, one of the softs that were made when the legislation was first put into place, is that workers would not be able to sue employers if they had a dedicated insurance scheme to protect them from workplace injuries. So part of that mechanism then, to protect both the rights of both parties is to make sure that there was a final level of appeal and then if it needed to go to the courts, it would be on issues of jurisdiction or something that was patently wrong. So very limited instances during the ten years when I was on the board, there was always a tribunal. I sat on well over 2000 appeals in that ten year period. And I would say that less than five went to the court. So that's a pretty good number that there was no need for an additional review.

Karen Smith: [00:04:11] And those that did go to the court, generally speaking, they would look at it and then return it back to us and ask us to consider a certain part of that particular decision. So the process in the tribunal work is really about a worker. Let's say it's a worker. The worker appeals the decision to the first level, and we always encourage going up the chain just the same as if you were in a retail store and you had a complaint, you'd go up the chain. You don't go to the corporate headquarters until you've exhausted the local ones. And it's the same principle with workers compensation benefits, whether it's a worker attempting to get benefits or they think the benefits that were given weren't full enough or missing, or if it was an employer who was either appealing a worker's claim or they were appealing the payroll assessment that was made, because the payroll assessment is what funded the worker's compensation scheme. So as a tribunal, we were the final level of appeal. There was internal levels through whatever department it was organized through. They had an internal appeals department as well that looked at both worker and employer appeals. And then if they still weren't satisfied, then they would have came to the board appeal tribunal.

Munir Haque: [00:05:35] Well thanks for that little bit of education there. It's helpful for me to put a framework around it. So I want to talk about maybe some of the other things that I pulled out of your bio and what you're serving on right now. And so you're the chair of the Access Communications Cooperative, as well as a co-chair of the Saskatchewan Advisory Board of the Institute of Corporate Directors. So if you want to talk a little bit, start with the difference of the makeup on them in terms of board size, meetings, jurisdiction.

Karen Smith: [00:06:07] Sure. So the Institute of Corporate Directors has a group of advisory boards right across the country, and it's essentially boots on the ground that help to provide training for folks who are already board members or want to become board members. They generally deliver shorter sessions, maybe more focused on immediate, timely topics. The board position that I have there is more of a hands on. It's not a true governance model like you would see in Workers Compensation Board, Access Communications Co-operative Board. It's not really overseeing the organization itself, but it's more of an advisory board that helps provide training for folks who want to be on, whether it's corporate board or a nonprofit cooperative board. For profit, not for profit, doesn't much matter. There are more things in common with the variety of boards that exist. Then there are uncommon pieces. Getting back to the ICD Advisory Board for Saskatchewan, the board members therefore, are more of a working board. We have administrative support locally and administrative support from the ICD itself. But generally speaking, the folks that sit around that table are-and they vary. It can be anywhere from 7 to 15.

Karen Smith: [00:07:49] We hold meetings in order to organize workshops for training purposes. Folks who sit on that board have a variety of governance experience, but they all have governance experience. I would say that more than half in Saskatchewan have some kind of governance designation. So either the Institute of Corporate Directors ICD designation or the Chartered Directors Program from the Chartered Director, which is the one that I have from McMasters. Generally it's a working board, but the purpose is putting on workshops for training board members. The Access Communications Board is what I would call a true governance policy board. The organization itself is complex because it's in a kind of industry that changes very quickly. It may have started out as a cable Regina, providing television cable services only. But in today's world that's a smaller and declining business portion, and the majority is internet service, which then is used for entertainment, gaming, business. In fact, during Covid, I would suggest that the internet provision has become a infrastructure that is required. It's not nice to have anymore, but it's a must be.

Munir Haque: [00:09:28] A critical service, so to speak.

Karen Smith: [00:09:31] Now the Access Communications Board, there are not very many in Saskatchewan that are paid positions. But Access Communications is one of those, and that determination of what those dollars should be are determined by the membership itself at an AGM. That's a little bit different than the workers compensation model. Again, the oversight model is also a paid position, but that paid position is determined through a council order from the provincial government, because it's an agency. It's one of the ABCs of provincial government agency boards and commissions, and it falls under that type of regime instead.

Munir Haque: [00:10:25] Are they similar to other boards that I've seen that are compensated, that it depends on: If you're the chair, you're compensated a certain amount. If you are the chair of a committee, you get compensated a certain amount. And if you're just a regular member, you get a different compensation?

Karen Smith: [00:10:38] In both those cases, it was compulsory to be part of committees. There is a distinction made between the chair and a regular board member, for sure. And also there's a, on the access side, there's a annual stipend that is paid on a regular basis more frequently than annual. And then there's also payments made per diem for attendance at meetings. So if you miss a meeting, you don't get that portion of the payment. Being a board member on one of those types of boards, there is compensation. I would say that there's a higher responsibility to make sure that you're making the grade and doing the work that you need to do to fulfill your spot as a good board member, as opposed to some of the other boards that are more voluntary. And there's no payment for the most part. I think the only other place where I ever had a payment involved was when I was elected to council for the village of Buena Vista. And back in the day, that's quite a while ago, I think we were paid something like $30 per meeting. That was a little while ago. Not sure, who knows. Maybe it's the same pay now. Municipalities aren't known for being top of pay circuit.

Munir Haque: [00:12:08] Thanks. As I said, thanks for that. I think potentially we have listeners who are exploring whether or not they want to serve on the different types of boards, and those are questions that they may not know that some are compensated, some aren't. There's different levels. And in my thoughts, typically, is you start on something that is volunteer, kind of cut your teeth on that. Kind of hone your governance skills and then move on to something that's compensated. I think typically that's what they'd be looking for. Somebody who's got a little bit more experience. But as you've done, you've gone and you've got the designation. That's another route to look at. What I want to talk a little bit about is, one of them you're the chair of Access Comm, Access Communications. You're the co-chair of the advisory board. Is there a difference on how you chair those, or do you have a framework that you use all the time that works regardless of the situation?

Karen Smith: [00:13:10] I would say that, I don't think I chair any different, although you may want to ask someone who sits on both of those, they might have a different view. The chair's role, in my view, is about making sure that the entire body of board members are heard because the the entity itself can't vote. So the board members, if you're a 12 member board, well then you're 1/12 of a voting machine. If you're a three member board, then you're a third. If you're a nine member board, then you're one ninth. So in order to make sure that the whole is heard, you need to hear from all of the board members. That's always been my view. And I hope that I carry out consistently in the same way, no matter what the size of the board is. No one has any weighted votes. Everybody's vote is the same. Now, having said that, quite often, although you don't necessarily strive for consensus, you want to hear the dissent. I don't think that is a negative thing. The dissent helps you to balance out all the views of every stakeholder. Some of the boards that you're on, individuals may feel that they represent a certain category of stakeholders, and whether that's the business side or the community side. For so many years, I was the only female on boards. It's only more recently where there were other females on the boards. Oftentimes I had the feeling that they were relying on me to represent womenkind, and not only is it not fair, it's that women all think differently too. So it doesn't matter how you got there. When you get there, you're doing what's best for that organization. That's your primary goal. And whether you're paid or not, you still have the same fiduciary responsibilities. It's best to make all your decisions in the most ethical manner that you can. Being true to yourself and being true to the mission and values of the organization that you're representing at that point in time.

Munir Haque: [00:15:59] One of the things I've always said to board members, you have to check a lot of your stuff at the door. Your preconceptions, or your own agenda, that has to be checked at the door. You said it quite nicely, that you're looking at the best interest of the organization or their patrons. You need to check a lot of that stuff. Just want to talk a little bit about, you mentioned that you were a counselor with the village of Buena Vista. That municipal or legislative governance is different than governance in a professional organization. Just point to any of the differences or the challenges being under legislative governance.

Karen Smith: [00:16:46] Surprisingly, again, that most things are the same. The model of governance has more similarities between different types of boards than differences. Now, having said that, you always look at the governing legislation. It just happens that if it's for a business, you're looking at corporate legislation. And if you're looking at a town or village, you're looking at municipal legislation instead. So you always look at the body that got you there in the first place and make sure that you're following those rules. Make sure that you're melding all the pieces that need to come together. Your incorporation, the way that whoever the founder is of that organization, how they set things up too. There's all these overarching pieces that need to be reflected in the work that you're doing on a board. When it's a municipality, how you get there is, probably the biggest difference, is oftentimes in a corporate board, your shoulder tapped or you may apply and then there'd be some kind of a selection process. And that is becoming a little bit more popular as we look for certain skill sets. Municipal is an elected position, and in some ways similar to the cooperative model, because it is based on elections as well. You get there through an election from the members. There's members of the cooperative, or there's members of a town or a village or a city in the case of a larger incorporation. But it's the people that live there. Those members are the ones that elect you or not, at least the ones that turn out to vote do anyway. So the similarities of a municipality are more like what a cooperative would be.

Munir Haque: [00:18:51] Thank you. Now, in our pre-interview, we talked a little bit about where your interests are, where your passions are. And so, for the bulk of the rest of this podcast, I'd like to focus on ethical decision making in governance. So why don't we start out with: how does Karen define ethical decision making?

Karen Smith: [00:19:09] I guess one of the big things for me is making sure that you're respecting all of the stakeholders. And that's everything from weighing in the internal ones, employees, whether it's part of management or the front line, contractors, stakeholders depending on the kind of outside look you might have, members that you're looking at could be customers, buyers. So it's making sure that when you're making especially really big decisions or complicated decisions, that you have that in front of you. I'm a fan of using templates. Once I've started to understand the business a little bit more, then I have a template that I sketch out and I know who the customers are, the vendors are, whatever it might be in bigger ones. It's in some ways, I won't say a checklist, not in that 'cha-ching' it's done. It's not that kind of a checklist, but it's more, did we consider all these things in this decision. Did we consider that, we take it all into account. They don't necessarily all weigh equally each time, because it depends on the kind of decision that you're making. Sometimes it's more important to reflect the customer experience more so than something else. And then other types of decisions, it might be more the internal employee base. The weighing of all those pieces is the board's responsibility to figure that out. It really is taking all of those things into consideration when you are making decisions, when you're communicating those decisions, ensuring that, again, everyone is made aware of what's going on. And I guess it starts by, first of all, when you are deciding whether you want to be on a board, is understanding what their value system is before you say yes. If they don't line up, then you're really not going to be useful to the board, and they're not going to find you very useful either because your systems don't line up. So you need to make sure that you're reflecting on that before you say yes to a board position.

Munir Haque: [00:21:38] The framework that you're talking about, I think sounds similar to stuff that I've used. I refer to a decision matrix where you have different parameters or different stakeholders and you weigh them differently. You get their members, the board to agree on a weighting system and a certain level of parameters. So that gets out of the way, and then you go through the process. Or maybe that's administration or the corporation goes through the process of filling out those matrixes based on an approved set of standards. And that helps the boards inform them when they're making decisions. Often there's that unknown that's really hard to measure. And sometimes it's a gut reaction, but when the board's all agreed on a process and a significant amount of them are saying the same thing, then there's some value to that too, right?

Karen Smith: [00:22:35] Yeah, there is.

Munir Haque: [00:22:38] So I think we kind of talked about, I was going to say, you've used these frameworks before and it helps boards make their process of decision making a little bit more, not streamlined, but more effective and gives justification for it. So when you're going in and you're explaining it to other people, you have in that framework itself, it gives you a lot of the talking points.

Karen Smith: [00:22:59] Yes, it does. Really, it's making a conscious decision about something, not letting it go to happenstance. Oh, we didn't consider that, but I guess that results okay. But if you put your mind to it, you just make sure that you're putting your mind to each of the parameters before you finalize something. In some ways very much like a risk register. When you're looking at the risks for an organization, you weigh them as well. And from year to year, the weighting could be different. You may be considering each of those components every year for, it might be five years on your risk list and then it might disappear for a while or come back or however it might be, but the weighing of those risks could be different in each of those years.

Munir Haque: [00:23:55] So the framework that you talked about, that you have generated over the years, is that something that you developed through trial and error, or is it something that you picked up somewhere? Was it passed along from somebody else or as part of your education?

Karen Smith: [00:24:11] I would say a combination. Probably where I received most of the training was through the Workers Compensation Board. That's where I took the governance training to start with. But it went beyond that when I noticed that there wasn't a lot of training pieces for the administrative tribunal part, either. And the chair we had at the time was also keen on ensuring that board members were trained in not just the governance part, but also on the tribunal side. And one thing that I happened to notice is that the same thing was happening with a number of other boards. Well, if it's not very common to have any kind of training available in Saskatchewan, maybe we can do something about it. So after discussion with the board, we were only a board of three. Worker's Comp only had a board member of three for years and years, 40, 50 years. We decided that, just see if there were other similar boards in the province who might be interested in some training. And if we could do something about putting that together. Held an exploratory meeting, and out of it there was about eight boards that got together then, and we started an organization. So it's still around and it still holds annual training workshops and pairs up with others to help deliver administrative tribunal training in the province, the Saskatchewan Administrative Tribunals Association.

Karen Smith: [00:26:07] So that's how SATA came to be as a way to get training at a relatively low cost from some really smart people here in Saskatchewan. And that was one of the reasons why I was so keen on becoming part of the ICT advisory, as it was the same type of thing for board governance. Is there a way to deliver it closer to home, not all boards can afford to send somebody to get their ICD designation or their chartered director or, there's a governance solutions program as well. If you don't have the money to do that, but you want to do the best that you can, what's a fairly low cost way of doing that. The ICD local advisory boards help with that. Yes, they help with some of the promotion of the more sophisticated ones, if that's the route you want to go. But they also put on workshops over lunch or breakfast so it doesn't take a lot of time away from your day job because most board members have a day job until they can retire when they have all their mortgage and car loans and all those sorts of things paid off, then they can focus on doing something for themselves. So the ICT advisory and SATA have a lot in common that way.

Munir Haque: [00:27:29] So ethical governance, it's all their ethical decision making. It's all easy if everything kind of aligns. I wanna talk a little bit more about the challenges. So what do you do when you do have conflicts between different stakeholders from an ethical standpoint? And I know often they're rooted in their response to things or their position on it. And they are right from their position. I don't know if you have any examples or you can talk us through that a little bit?

Karen Smith: [00:28:02] The whole thing about decision making and working with the board, there has to be a very high level of trust because that's the only way that they will bring the candor that is needed to have fulsome discussions. And although I strongly believe in consensus, I also know that the only way to get there is to ensure that voices are heard, no matter-the dissent is fine. I've been at board tables where a lone voice, sometimes it was mine, sometimes it was someone else. But you listen to them, you do some searching for additional information, and that can be turned around. And that lone voice ends up being the one that carries the day. Not necessarily in the same meeting because when there is a lot of dissent. I really see it as a lack of awareness and that lack of awareness can be on my part. As an individual, you have to be open to reflect on that, that if you're so opposed to something, then perhaps you don't have all the information, do the research, and sometimes it might take 2 or 3 meetings before a decision can finally be made, because there has to be a collection of information firsthand. And just impress upon others. I mean, if I can change my mind, they can see that, and they can see that they might be open to changing it as well. So having a longer term relation with the individual board members so that they can see shifting that happens. And having full and frank discussions about that before you end up in a discussion that ends up being at loggerheads to ensure that everybody has the ability to be open, give respect to others and to have that respect come back. That plays a big part in ensuring that conflicts can be used to help feed the information and get you to a much better decision.

Munir Haque: [00:30:26] Oh, I agree. I think communication is key, that people can accept a lot of stuff if they understand the position and the reason and the other challenges that the board is facing. Often they only see it from the one perspective so you need to be in a position where you can have enough detail about the other stakeholders perspectives. And I think people can, as you said, they can change their position if they've got full knowledge of all the inputs. That's often something that's lacking is that communication. And it's a skill in its own to make sure you get in front of it and that people aren't being told what to do, but they're-what, it's too late? But that, as you said, you collect all your information, you use that and you help inform them along the way and that they know the changes are coming.

Karen Smith: [00:31:20] Yes. Trust and respect. Candor. Yeah.

Munir Haque: [00:31:24] I guess the question is, are there any examples? You don't have to name names or anything like that, but where you did that you can talk a little bit about where there were some obvious challenges between different stakeholders and inputs.

Karen Smith: [00:31:39] I can think of a few instances where we ended up having to delay the decision making in order to go out and talk to some of the stakeholders to make sure that we were gathering the information that was needed to make a fulsome, because if you're not in agreement right up front, then there has to be missing pieces. And that's in fact, what happened. It took exploring outside of the board room to help make that more informed decision. I don't see anything wrong with that, as long as you have the time to do that. Sometimes you don't. Sometimes it's something where you have to make a very quick decision right now. You have some time parameters that are too tight, but whatever, you can take the time to get that full information. Then that's the preferred way to go.

Munir Haque: [00:32:39] What would you say is the board's role in kind of setting and maintaining an ethical culture or standards within an organization. Is it something that works both ways, or can the board help direct that in terms of ethical decision making?

Karen Smith: [00:33:00] I think the board can help direct it. Showing. And that means that it has to be more than just the CEO at the board table. I'm also a big proponent of making sure that at least the C-suite is there. And in some cases, if some of the folks that they report to, if they have an opportunity to attend, at least when there's a report that they've had a big hand in putting together so that they see. Part of it is showing how a board operates so that there's no fear. And I can remember back in the days when I was a staff member for the School Trustees Association, it was called that at the time. The executive director that we had believed in that open. And that's where I got a taste for it. So I was part of that. I was the director of the employee benefit plan, but I was able to sit in on the board meetings, saw how they operate. One of the things that he did, he's passed on now, but Jake was a real proponent of being open, and that that's the best way to learn is to observe. You see people in action doing things the right way. Then that's how you learn is you mimic. He was a great proponent of that. And I believe in that because of the good experience. If I had something to say then I could say it too, following the meeting norms.

Karen Smith: [00:34:46] You're not interrupting anything, but where there was input requested of the staff then certainly able to do that. And I was pretty young then, so that was a big thrill for me and really gave me a taste for board work. You have the ability to make changes. It's not just sitting from the sidelines and complaining, but you have to do it from within. And the only way to do it from within is to get the training that you need, the experience that you need so that you can. So I think, in just answering your question about employees themselves or management, they need to see it and the board needs to display that kind of ethical decision making, that open and trustworthy peace, and management needs to see that in action. Now, there's going to be a time when you have to be in camera and you're not going to be, and that's fine. But that's different. The majority of the meeting, I believe that the C-suite should be there and any management that is prepared reports be a part of it. Involve them in the strategic planning. The board has oversight for the organization's culture to make sure that it aligns with the values that have been established, and that's also a way for us to see, are there any potential candidates for succession planning. What's being done there? I think it's all part of our role.

Munir Haque: [00:36:20] Thanks. I want to shift a little bit to how do you measure performance from an ethical perspective. Is there key metrics or indicators that you use, is there any models that you can suggest?

Karen Smith: [00:36:33] What we've started doing at some of the boards, a couple of the boards that I'm on, is part of the questions that we ask ourselves at the end of the meeting, when we go, we have an in-camera meeting at the beginning of a board meeting and at the end of the board meeting, and we deliberately ask questions about, how did it go? Does everybody feel comfortable in decisions that were made? Were they clear enough? We have part of our in-camera meeting with the CEO and part without, so that we can ask it at that point and we can ask it a little bit later as well. What can we be doing better? What things should we be looking for? Does everybody feel like they were heard? Again, it comes back to as you're going through your meeting, you're making sure that everyone is heard. Sometimes you can tell by body language whether somebody is not happy with a particular comment. So explore why that is. As long as they feel they've been heard throughout, then the chances are that we're in a better place when we reflect on it at the end of the meeting.

Karen Smith: [00:37:53] And of course, the other method is on a regular basis, do board evaluations to see how we're sitting. Often the start of it might be using an outside source to help to ensure that we're measuring what we need to for best governance practices. But I don't think that that's enough on its own. Once a year is not enough to do the performance. Just like when you're the CEO, you want performance appraisals of each of your management and all of your employees. You want to make sure that that is done on a regular basis, but you also want to be able to make sure that you're touching base more frequently. It's not just a once a year thing, but for board members, it's the same thing. Doing it often enough. And if we do it after every board meeting, you can reflect on what just happened.

Munir Haque: [00:38:53] I guess that's a good process. Some of the things that I've seen is that if these kind of ethics considerations go on to your dashboard. So it's something that you reflect on a regular basis and you can see as a board so you can determine what your performance has been like. And that will help make sure that you're always moving in the right direction. How would you deal with the ethical violations within organization. This is part of the, I'm not sure if you read the infographic, the good, the bad, and the ugly. This might be the ugly.

Karen Smith: [00:39:27] I guess it depends what it is. Sometimes if it's something that you've noticed, a little bit of it creeping in with a few individuals, then oftentimes the best thing might be a training session that tackles that particular one. Other times it might be just a single individual. In those cases I generally tap on the shoulder of another board member. So there's two of us and have a one on one meeting with the individual. Make sure that they know what our concern is, what we've observed as far as board table behavior goes, and reminding them of what the expectations are, and then it's up to them. If they don't believe that they can fulfill the expectations any longer, then they have a decision to make about where they want to be.

Munir Haque: [00:40:29] I think I've seen some organizations where they have, I guess, a bit of a vote of non-confidence, especially if it's in the leadership of the board. I think that often is very challenging for the rest of the board to manage. I've never been through that, I've just heard about it. Have you experienced anything like that with boards, or even ones that you weren't on that you can share some insights around how that process works.

Karen Smith: [00:40:55] When I was chair of a-this was a smaller board. We did experience some personal behavior at a board table. And that's where I use the technique of having someone else sit with me. And we had a discussion and that person resigned before the week was out. In another instance, it was the higher up on the board and the rest of the board got together, brought somebody from the outside in, and we had both group and individual conversations with a governance expert who was also a lawyer, and that was much more difficult. It was more difficult than an individual, just a regular board member as opposed to somebody who was in a leadership position. It was more difficult to handle.

Munir Haque: [00:41:50] And I think, we'll go back to communication is key. After the fact communicating to all the stakeholders without-you don't necessarily want to be throwing this individual under the bus too much, but they have to be aware of some of the reasoning for doing it. But often they don't go into too much detail. Let's talk a little bit about, I mean, you've been involved with boards and ethical decision making for quite a while now. Have you seen any more newer emerging trends? Along with that is how do you stay ahead of the curve when it comes to other board governance or ethical governance?

Karen Smith: [00:42:32] This is going to be a tough next few years for everyone in board governance and businesses period. Things change so quickly and in some industries it's even quicker. Like today might be the slowest it's ever going to be. We're not going to see a slow day like this for another ever, because the world is just moving so quick. And I think that governance is one of those things that is moving very quickly. It's hard to navigate a future that you can't see, you can't necessarily predict, you don't yet know, and there's not very many leaders that have that kind of a backup. People are doing wonderful right now, or they've been a star board member, a star CEO, but with the pace of change, they may not be able to keep up. And good governance is based on trust. So you need to have constant education. It's the education about the type of business that you're in. So whatever boards you're on, make sure you know about the business. It might be that board sizes have to change. It might be that we have to get a little bit bigger. It might be that we have to stay on a little bit longer, so that we have a little bit more of that experience to help us go through that.

Karen Smith: [00:44:08] There's global economic things happening right now, political. There's all kinds of increased cyber risks. There's new fangled things, I can see such great work that we'd be able to do with AI, both on from an organizational standpoint and for board governance, but it also comes with some really high risks. And if we don't have a framework, some rules in place to help us with that, it could go sideways for a board pretty quick. And in the end, the board is the one who has the fiduciary responsibility over those organizations. So the board has to keep up. We have to keep up with the training. So it's not just about understanding the financial statements anymore. We have to do better than that. And if you need to bring in experts to help you with the training, then do so. The training piece is so important. And these smaller boards who can't afford it, they might be nonprofits, might be a smaller business that's just starting out, they don't have big buckets of money to spend on training. We have to find other ways to do that.

Munir Haque: [00:45:21] Well, thanks for that. I mean, it kind of overlaps with the stuff that an Action Edge executive does within our corporate governance division. Working with nonprofits or startups or people who are challenged with governance. And a lot of it is they have it within themselves already to do it. They just need somebody to help them along the way, make them accountable, even just to themselves, so that they are always continually moving in the same direction. Like you said, it's rapidly changing and a lot of people are aware of what the changes are. And just a simple question like, well, what would you do? What are your options? Forcing them to think about how to change opposed to just being a victim of change? Before we end, is there anything else, words of wisdom or how you see things evolving that you just didn't get a chance to say during the rest of the conversation?

Karen Smith: [00:46:23] I'm a real proponent of training directly related to governance and others. So I want to push for that. But I also want to say if something feels uncomfortable to slow it down. And I know that may seem the opposite after just talking about how the pace of change is so fast, but you can sleep on it overnight. So that's one of my grandma's words of wisdom. Something doesn't feel right, you sleep on it. One day isn't going to knock you off. And that gives you time to reflect on a personal level. What do I need to do personally to help me get to a better place, a better decision, more fulsome. Do your research. She didn't mean for you to just go have a nap. It's, slow it down and do your research. If part of that research, if you think that it's only you need to do the the training piece yourself, figure out for yourself, what is your hold up. And if it's you that needs more training on something then read something. Find the article on it and figure it out. What is the biggest problem? What is it? I also think AI will help us to solve that. So it's not what can I do with AI but what are my problems? And can I use it to help solve it? What value does it provide?

Munir Haque: [00:47:59] Interesting. I'd actually misheard you, and I thought your grandmother had said, you can slip on it overnight, which I think is true too. So if you slip, it's easy to lose your traction and not stay on top of anything. Thank you or talking a little bit more training, that actually was one of my questions that I had to cut out because of time. But nicely, you brought it back. Just to end with, where can our listeners find out more about you.

Karen Smith: [00:48:27] So you can find me on LinkedIn, look for Karen Smith, Buena Vista. Buena Vista is one word. Look me up there and message me.

Munir Haque: [00:48:39] Great, sounds good. Thanks, Karen for that very informative conversation. Wish you all the best. And enjoy the rest of your time in gimlet.

Karen Smith: [00:48:50] I will. Thank you very much for considering to interview me, too. This is a nice little treat.

Munir Haque: [00:48:57] Thanks everyone, for listening to The Boardroom 180 Podcast. You can learn more about me and Action Edge Executive Development on our website at aeednow.com. That's aeednow.com. Fill out the form if you want me to reach out to you, or if you have any thoughts for future subjects or guests on the podcast. We also have a free board self-evaluation that will be linked on our website. You and your board can fill this out either individually or together, and it gives you a bit of a quick temperature check on how your board health is. As always, don't forget to hit like and subscribe to The Boardroom 180 Podcast. It helps us grow and bring more governance insights. We're recording from the Pushysix Studios in Calgary, Alberta, with production assistance from Astronomic Audio. You can find their info and the links to AEX forums in the show notes. We've come full circle to conclude this episode of The Boardroom 180 podcast. Goodbye and good governance.

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Guest
Karen Smith

What is The Boardroom 180 Podcast?

Board Governance Best Practices and Stories/Experiences Shared

Karen Smith: [00:00:02] And in the end, the board is the one who has the fiduciary responsibility over those organizations. So the board has to keep up. We have to keep up with the training. So it's not just about understanding the financial statements anymore. We have to do better than that. And if you need to bring in experts to help you with the training, then do so.

Munir Haque: [00:00:24] Hey everyone, and welcome to another episode of The Boardroom 180 Podcast. I'm your host Munir Haque, an executive coach and senior board strategist. I have partnered with Action Edge Executive Development to lead their governance and political acumen division. In each episode, we meet with governance leaders and step into their boardrooms where decisions shape the world around us. We'll hear the good, the bad and the ugly, but with a keen focus on where the gaps are, discover emerging best practices and real world tools to better evaluate, guide and grow you and your boards.

Munir Haque: [00:00:55] Today's guest is Karen L. Smith. Karen is a governance and ethics consultant. She's a governance specialist with Chartered Director designation from McMasters University and the Conference Board of Canada. She's a specialist in administrative justice with a certificate in Tribunal Administrative Justice. She's a certified employee benefits specialist with designations from Dalhousie University and the International Society of Employee Benefits. Karen has a long history of serving on boards and committees. Essentially too long for me to mention in this introduction, but to name a few, currently she is a chair of Access Communications Co-operative. She's a board member of the Regina Community Clinic. She's on the board of the Saskatchewan New Home Warranty Program. She's a co-chair of the Saskatchewan Advisory Board of the Institute of Cooperative Directors. Karen is also the founding member and served as president of the Saskatchewan Administrative Tribunal Association. Professionally, she was the CEO of the Saskatchewan Better Business Bureau, recently retired in 2023, she was there in that position for eight years. Before that, she was the director of employee benefits plan for the Saskatchewan School Board Association. She was also a member of council for the Village of Buena Vista and a life member of PARKS. That's the Provincial Association of Resort Communities of Saskatchewan. Hello, Karen. Thank you so much for being on The Boardroom 180 Podcast. Is there anything that you want to make special note of that I missed in the introduction?

Karen Smith: [00:02:25] The only one is, for ten years, I was on the Workers Compensation Board. So that was a paid board member position. Full time board work.

Munir Haque: [00:02:34] There's one thing that pops up a couple of times in your bio and that's tribunal administrative justice. Do you want to explain that a little bit to those of us who don't know exactly what it means?

Karen Smith: [00:02:46] It's the final level of appeal. It was part of the Workers Compensation Board responsibilities. So besides the normal governance duties that you see when you're a part of a board that's providing oversight for an organization, in addition, with the Workers Compensation Board in Canada, the Saskatchewan Board also had tribunal responsibilities. So when a worker or an employer is looking for the Worker's Compensation Board for either benefits or coverage of some kind, one of the softs that were made when the legislation was first put into place, is that workers would not be able to sue employers if they had a dedicated insurance scheme to protect them from workplace injuries. So part of that mechanism then, to protect both the rights of both parties is to make sure that there was a final level of appeal and then if it needed to go to the courts, it would be on issues of jurisdiction or something that was patently wrong. So very limited instances during the ten years when I was on the board, there was always a tribunal. I sat on well over 2000 appeals in that ten year period. And I would say that less than five went to the court. So that's a pretty good number that there was no need for an additional review.

Karen Smith: [00:04:33] And those that did go to the court, generally speaking, they would look at it and then return it back to us and ask us to consider a certain part of that particular decision. So the process in the tribunal work is really about a worker. Let's say it's a worker. The worker appeals the decision to the first level, and we always encourage going up the chain just the same as if you were in a retail store and you had a complaint, you'd go up the chain. You don't go to the corporate headquarters until you've exhausted the local ones. And it's the same principle with workers compensation benefits, whether it's a worker attempting to get benefits or they think the benefits that were given weren't full enough or missing, or if it was an employer who was either appealing a worker's claim or they were appealing the payroll assessment that was made, because the payroll assessment is what funded the worker's compensation scheme. So as a tribunal, we were the final level of appeal. There was internal levels through whatever department it was organized through. They had an internal appeals department as well that looked at both worker and employer appeals. And then if they still weren't satisfied, then they would have came to the board appeal tribunal.

Munir Haque: [00:05:57] Well thanks for that little bit of education there. It's helpful for me to put a framework around it. So I want to talk about maybe some of the other things that I pulled out of your bio and what you're serving on right now. And so you're the chair of the Access Communications Cooperative, as well as a co-chair of the Saskatchewan Advisory Board of the Institute of Corporate Directors. So if you want to talk a little bit, start with the difference of the makeup on them in terms of board size, meetings, jurisdiction.

Karen Smith: [00:06:30] Sure. So the Institute of Corporate Directors has a group of advisory boards right across the country, help to provide training for folks who are already board members or want to become board members. They generally deliver shorter sessions, maybe more focused on immediate, timely topics. The board position that I have there is more of a hands on. It's not a true governance model like you would see in Workers Compensation Board, Access Communications Co-operative Board. It's not really overseeing the organization itself, but it's more of an advisory board that helps provide training for folks who want to be on, whether it's corporate board or a nonprofit cooperative board. For profit, not for profit, doesn't much matter. Getting back to the ICD Advisory Board for Saskatchewan, the board members therefore, are more of a working board. We have administrative support locally and administrative support from the ICD itself. But generally speaking, the folks that sit around that table are-and they vary. It can be anywhere from 7 to 15.

Karen Smith: [00:08:01] We hold meetings in order to organize workshops for training purposes. Folks who sit on that board have a variety of governance experience, but they all have governance experience. I would say that more than half in Saskatchewan have some kind of governance designation. So either the Institute of Corporate Directors ICD designation or the Chartered Directors Program from the Chartered Director, which is the one that I have from McMasters. Generally it's a working board, but the purpose is putting on workshops for training board members. The Access Communications Board is what I would call a true governance policy board. The organization itself is complex because it's in a kind of industry that changes very quickly. It may have started out as a cable Regina, providing television cable services only. But in today's world that's a smaller and declining business portion, and the majority is internet service, which then is used for entertainment, gaming, business. In fact, during Covid, I would suggest that the internet provision has become a infrastructure that is required. It's not nice to have anymore, but it's a must be.

Munir Haque: [00:09:40] A critical service, so to speak.

Karen Smith: [00:09:42] Now the Access Communications Board, there are not very many in Saskatchewan that are paid positions. But Access Communications is one of those, and that determination of what those dollars should be are determined by the membership itself at an AGM. That's a little bit different than the workers compensation model. Again, the oversight model is also a paid position, but that paid position is determined through a council order from the provincial government, because it's an agency. It's one of the ABCs of provincial government agency boards and commissions, and it falls under that type of regime instead.

Munir Haque: [00:10:36] Are they similar to other boards that I've seen that are compensated, that it depends on: If you're the chair, you're compensated a certain amount. If you are the chair of a committee, you get compensated a certain amount. And if you're just a regular member, you get a different compensation?

Karen Smith: [00:10:50] In both those cases, it was compulsory to be part of committees. There is a distinction made between the chair and a regular board member, for sure. And also there's a, on the access side, there's a annual stipend that is paid on a regular basis more frequently than annual. And then there's also payments made per diem for attendance at meetings. So if you miss a meeting, you don't get that portion of the payment. Being a board member on one of those types of boards, there is compensation. I would say that there's a higher responsibility to make sure that you're making the grade and doing the work that you need to do to fulfill your spot as a good board member, as opposed to some of the other boards that are more voluntary. And there's no payment for the most part. I think the only other place where I ever had a payment involved was when I was elected to council for the village of Buena Vista. And back in the day, that's quite a while ago, I think we were paid something like $30 per meeting. That was a little while ago. Not sure, who knows. Maybe it's the same pay now. Municipalities aren't known for being top of pay circuit.

Munir Haque: [00:12:19] Thanks. Thanks for that. I think potentially we have listeners who are exploring whether or not they want to serve on the different types of boards, and those are questions that they may not know that some are compensated, some aren't. There's different levels. And in my thoughts, typically, is you start on something that is volunteer, kind of cut your teeth on that. Kind of hone your governance skills and then move on to something that's compensated. I think typically that's what they'd be looking for. Somebody who's got a little bit more experience. But as you've done, you've gone and you've got the designation. That's another route to look at. What I want to talk a little bit about is, one of them you're the chair of Access Comm, Access Communications. You're the co-chair of the advisory board. Is there a difference on how you chair those, or do you have a framework that you use all the time that works regardless of the situation?

Karen Smith: [00:13:21] I would say that, I don't think I chair any different, although you may want to ask someone who sits on both of those, they might have a different view. The chair's role, in my view, is about making sure that the entire body of board members are heard because the the entity itself can't vote. So the board members, if you're a 12 member board, well then you're 1/12 of a voting machine. If you're a three member board, then you're a third. If you're a nine member board, then you're one ninth. So in order to make sure that the whole is heard, you need to hear from all of the board members. That's always been my view. And I hope that I carry out consistently in the same way, no matter what the size of the board is. No one has any weighted votes. Everybody's vote is the same. Now, having said that, quite often, although you don't necessarily strive for consensus, you want to hear the dissent. I don't think that is a negative thing. The dissent helps you to balance out all the views of every stakeholder. Some of the boards that you're on, individuals may feel that they represent a certain category of stakeholders, and whether that's the business side or the community side. For so many years, I was the only female on boards. It's only more recently where there were other females on the boards. Oftentimes I had the feeling that they were relying on me to represent womenkind, and not only is it not fair, it's that women all think differently too. So it doesn't matter how you got there. When you get there, you're doing what's best for that organization. That's your primary goal. And whether you're paid or not, you still have the same fiduciary responsibilities. It's best to make all your decisions in the most ethical manner that you can. Being true to yourself and being true to the mission and values of the organization.

Munir Haque: [00:16:09] One of the things I've always said to board members, you have to check a lot of your stuff at the door. Your preconceptions, or your own agenda, that has to be checked at the door. You said it quite nicely, that you're looking at the best interest of the organization or their patrons. You need to check a lot of that stuff. Just want to talk a little bit about, you mentioned that you were a counselor with the village of Buena Vista. That municipal or legislative governance is different than governance in a professional organization. Just point to any of the differences or the challenges being under legislative governance.

Karen Smith: [00:16:55] Surprisingly, again, that most things are the same. The model of governance has more similarities between different types of boards than differences. Now, having said that, you always look at the governing legislation. It just happens that if it's for a business, you're looking at corporate legislation. And if you're looking at a town or village, you're looking at municipal legislation instead. So you always look at the body that got you there in the first place and make sure that you're following those rules. Make sure that you're melding all the pieces that need to come together. Your incorporation, the way that whoever the founder is of that organization, how they set things up too. There's all these overarching pieces that need to be reflected in the work that you're doing on a board. When it's a municipality, how you get there is, probably the biggest difference, is oftentimes in a corporate board, your shoulder tapped or you may apply and then there'd be some kind of a selection process. And that is becoming a little bit more popular as we look for certain skill sets. Municipal is an elected position, and in some ways similar to the cooperative model, because it is based on elections as well. You get there through an election from the members. There's members of the cooperative, or there's members of a town or a village or a city in the case of a larger incorporation. But it's the people that live there. Those members are the ones that elect you or not, at least the ones that turn out to vote do anyway. So the similarities of a municipality are more like what a cooperative would be.

Munir Haque: [00:19:01] Thank you. Now, in our pre-interview, we talked a little bit about where your interests are, where your passions are. And so, for the bulk of the rest of this podcast, I'd like to focus on ethical decision making in governance. So why don't we start out with: how does Karen define ethical decision making?

Karen Smith: [00:19:18] I guess one of the big things for me is making sure that you're respecting all of the stakeholders. And that's everything from weighing in the internal ones, employees, whether it's part of management or the front line, contractors, stakeholders depending on the kind of outside look you might have, members that you're looking at could be customers, buyers. So it's making sure that when you're making especially really big decisions or complicated decisions, that you have that in front of you. I'm a fan of using templates. Once I've started to understand the business a little bit more, then I have a template that I sketch out and I know who the customers are, the vendors are, whatever it might be in bigger ones. It's in some ways, I won't say a checklist, not in that 'cha-ching' it's done. It's not that kind of a checklist, but it's more, did we consider all these things in this decision. Did we consider that, we take it all into account. They don't necessarily all weigh equally each time, because it depends on the kind of decision that you're making. Sometimes it's more important to reflect the customer experience more so than something else. And then other types of decisions, it might be more the internal employee base. The weighing of all those pieces is the board's responsibility to figure that out. It really is taking all of those things into consideration when you are making decisions, when you're communicating those decisions, ensuring that, again, everyone is made aware of what's going on. And I guess it starts by, first of all, when you are deciding whether you want to be on a board, is understanding what their value system is before you say yes. If they don't line up, then you're really not going to be useful to the board, and they're not going to find you very useful either because your systems don't line up. So you need to make sure that you're reflecting on that before you say yes to a board position.

Munir Haque: [00:21:47] So the framework that you talked about, that you have generated over the years, is that something that you developed through trial and error, or is it something that you picked up somewhere? Was it passed along from somebody else or as part of your education?

Karen Smith: [00:22:02] I would say a combination. Probably where I received most of the training was through the Workers Compensation Board. That's where I took the governance training to start with. But it went beyond that when I noticed that there wasn't a lot of training pieces for the administrative tribunal part, either. And the chair we had at the time was also keen on ensuring that board members were trained in not just the governance part, but also on the tribunal side. And one thing that I happened to notice is that the same thing was happening with a number of other boards. Well, if it's not very common to have any kind of training available in Saskatchewan, maybe we can do something about it. So after discussion with the board, we were only a board of three. Worker's Comp only had a board member of three for years and years, 40, 50 years. We decided that, just see if there were other similar boards in the province who might be interested in some training. And if we could do something about putting that together. Held an exploratory meeting, and out of it there was about eight boards that got together then, and we started an organization. So it's still around and it still holds annual training workshops and pairs up with others to help deliver administrative tribunal training in the province, the Saskatchewan Administrative Tribunals Association.

Karen Smith: [00:23:58] So that's how SATA came to be as a way to get training at a relatively low cost from some really smart people here in Saskatchewan. And that was one of the reasons why I was so keen on becoming part of the ICT advisory, as it was the same type of thing for board governance. Is there a way to deliver it closer to home, not all boards can afford to send somebody to get their ICD designation or their chartered director or, there's a governance solutions program as well. If you don't have the money to do that, but you want to do the best that you can, what's a fairly low cost way of doing that. The ICD local advisory boards help with that. Yes, they help with some of the promotion of the more sophisticated ones, if that's the route you want to go. But they also put on workshops over lunch or breakfast so it doesn't take a lot of time away from your day job because most board members have a day job until they can retire when they have all their mortgage and car loans and all those sorts of things paid off, then they can focus on doing something for themselves. So the ICT advisory and SATA have a lot in common that way.

Munir Haque: [00:25:21] So ethical governance, it's all their ethical decision making. It's all easy if everything kind of aligns. I wanna talk a little bit more about the challenges. So what do you do when you do have conflicts between different stakeholders from an ethical standpoint? And I know often they're rooted in their response to things or their position on it. And they are right from their position. I don't know if you have any examples or you can talk us through that a little bit?

Karen Smith: [00:25:54] The whole thing about decision making and working with the board, there has to be a very high level of trust because that's the only way that they will bring the candor that is needed to have fulsome discussions. And although I strongly believe in consensus, I also know that the only way to get there is to ensure that voices are heard, no matter-the dissent is fine. I've been at board tables where a lone voice, sometimes it was mine, sometimes it was someone else. But you listen to them, you do some searching for additional information, and that can be turned around. And that lone voice ends up being the one that carries the day. Not necessarily in the same meeting because when there is a lot of dissent. I really see it as a lack of awareness and that lack of awareness can be on my part. As an individual, you have to be open to reflect on that, that if you're so opposed to something, then perhaps you don't have all the information, do the research, and sometimes it might take 2 or 3 meetings before a decision can finally be made, because there has to be a collection of information firsthand. And just impress upon others. I mean, if I can change my mind, they can see that, and they can see that they might be open to changing it as well. So having a longer term relation with the individual board members so that they can see shifting that happens. And having full and frank discussions about that before you end up in a discussion that ends up being at loggerheads to ensure that everybody has the ability to be open, give respect to others and to have that respect come back. That plays a big part in ensuring that conflicts can be used to help feed the information and get you to a much better decision.

Munir Haque: [00:28:18] Oh, I agree. I think communication is key, that people can accept a lot of stuff if they understand the position and the reason and the other challenges that the board is facing. Often they only see it from the one perspective so you need to be in a position where you can have enough detail about the other stakeholders perspectives. And I think people can, as you said, they can change their position if they've got full knowledge of all the inputs. That's often something that's lacking is that communication. And it's a skill in its own to make sure you get in front of it and that people aren't being told what to do, but they're-what, it's too late? But that, as you said, you collect all your information, you use that and you help inform them along the way and that they know the changes are coming.

Karen Smith: [00:29:11] Yes. Trust and respect. Candor. Yeah.

Munir Haque: [00:29:16] I guess the question is, are there any examples? You don't have to name names or anything like that, but where you did that you can talk a little bit about where there were some obvious challenges between different stakeholders and inputs.

Karen Smith: [00:29:31] I can think of a few instances where we ended up having to delay the decision making in order to go out and talk to some of the stakeholders to make sure that we were gathering the information that was needed to make a fulsome, because if you're not in agreement right up front, then there has to be missing pieces. And that's in fact, what happened. It took exploring outside of the board room to help make that more informed decision. I don't see anything wrong with that, as long as you have the time to do that. Sometimes you don't. Sometimes it's something where you have to make a very quick decision right now. You have some time parameters that are too tight, but whatever, you can take the time to get that full information. Then that's the preferred way to go.

Munir Haque: [00:30:30] What would you say is the board's role in kind of setting and maintaining an ethical culture or standards within an organization. Is it something that works both ways, or can the board help direct that in terms of ethical decision making?

Karen Smith: [00:30:52] I think the board can help direct it. Showing. And that means that it has to be more than just the CEO at the board table. I'm also a big proponent of making sure that at least the C-suite is there. And in some cases, if some of the folks that they report to, if they have an opportunity to attend, at least when there's a report that they've had a big hand in putting together so that they see. Part of it is showing how a board operates so that there's no fear. And I can remember back in the days when I was a staff member for the School Trustees Association, it was called that at the time. The executive director that we had believed in that open. And that's where I got a taste for it. So I was part of that. I was the director of the employee benefit plan, but I was able to sit in on the board meetings, saw how they operate. One of the things that he did, he's passed on now, but Jake was a real proponent of being open, and that that's the best way to learn is to observe. You see people in action doing things the right way. Then that's how you learn is you mimic. He was a great proponent of that. And I believe in that because of the good experience. If I had something to say then I could say it too, following the meeting norms.

Karen Smith: [00:32:38] You're not interrupting anything, but where there was input requested of the staff then certainly able to do that. And I was pretty young then, so that was a big thrill for me and really gave me a taste for board work. You have the ability to make changes. It's not just sitting from the sidelines and complaining, but you have to do it from within. And the only way to do it from within is to get the training that you need, the experience that you need so that you can. So I think, in just answering your question about employees themselves or management, they need to see it and the board needs to display that kind of ethical decision making, that open and trustworthy peace, and management needs to see that in action. Now, there's going to be a time when you have to be in camera and you're not going to be, and that's fine. But that's different. The majority of the meeting, I believe that the C-suite should be there and any management that is prepared reports be a part of it. Involve them in the strategic planning. The board has oversight for the organization's culture to make sure that it aligns with the values that have been established, and that's also a way for us to see, are there any potential candidates for succession planning. What's being done there? I think it's all part of our role.

Munir Haque: [00:34:12] Thanks. I want to shift a little bit to how do you measure performance from an ethical perspective. Is there key metrics or indicators that you use, is there any models that you can suggest?

Karen Smith: [00:34:25] What we've started doing at some of the boards, a couple of the boards that I'm on, is part of the questions that we ask ourselves at the end of the meeting, when we go, we have an in-camera meeting at the beginning of a board meeting and at the end of the board meeting, and we deliberately ask questions about, how did it go? Does everybody feel comfortable in decisions that were made? Were they clear enough? We have part of our in-camera meeting with the CEO and part without, so that we can ask it at that point and we can ask it a little bit later as well. What can we be doing better? What things should we be looking for? Does everybody feel like they were heard? Again, it comes back to as you're going through your meeting, you're making sure that everyone is heard. Sometimes you can tell by body language whether somebody is not happy with a particular comment. So explore why that is. As long as they feel they've been heard throughout, then the chances are that we're in a better place when we reflect on it at the end of the meeting.

Karen Smith: [00:35:44] And of course, the other method is on a regular basis, do board evaluations to see how we're sitting. Often the start of it might be using an outside source to help to ensure that we're measuring what we need to for best governance practices. But I don't think that that's enough on its own. Once a year is not enough to do the performance. Just like when you're the CEO, you want performance appraisals of each of your management and all of your employees. You want to make sure that that is done on a regular basis, but you also want to be able to make sure that you're touching base more frequently. It's not just a once a year thing, but for board members, it's the same thing. Doing it often enough. And if we do it after every board meeting, you can reflect on what just happened.

Munir Haque: [00:36:45] I guess that's a good process. Some of the things that I've seen is that if these kind of ethics considerations go on to your dashboard. So it's something that you reflect on a regular basis and you can see as a board so you can determine what your performance has been like. And that will help make sure that you're always moving in the right direction. How would you deal with the ethical violations within organization. This is part of the, I'm not sure if you read the infographic, the good, the bad, and the ugly. This might be the ugly.

Karen Smith: [00:37:19] I guess it depends what it is. Sometimes if it's something that you've noticed, a little bit of it creeping in with a few individuals, then oftentimes the best thing might be a training session that tackles that particular one. Other times it might be just a single individual. In those cases I generally tap on the shoulder of another board member. So there's two of us and have a one on one meeting with the individual. Make sure that they know what our concern is, what we've observed as far as board table behavior goes, and reminding them of what the expectations are, and then it's up to them. If they don't believe that they can fulfill the expectations any longer, then they have a decision to make about where they want to be.

Munir Haque: [00:38:21] I think I've seen some organizations where they have, I guess, a bit of a vote of non-confidence, especially if it's in the leadership of the board. I think that often is very challenging for the rest of the board to manage. I've never been through that, I've just heard about it. Have you experienced anything like that with boards, or even ones that you weren't on that you can share some insights around how that process works.

Karen Smith: [00:38:47] When I was chair of a-this was a smaller board. We did experience some personal behavior at a board table. And that's where I use the technique of having someone else sit with me. And we had a discussion and that person resigned before the week was out. In another instance, it was the higher up on the board and the rest of the board got together, brought somebody from the outside in, and we had both group and individual conversations with a governance expert who was also a lawyer, and that was much more difficult. It was more difficult than an individual, just a regular board member as opposed to somebody who was in a leadership position. It was more difficult to handle.

Munir Haque: [00:39:42] And I think, we'll go back to communication is key. After the fact communicating to all the stakeholders without-you don't necessarily want to be throwing this individual under the bus too much, but they have to be aware of some of the reasoning for doing it. But often they don't go into too much detail. Let's talk a little bit about, I mean, you've been involved with boards and ethical decision making for quite a while now. Have you seen any more newer emerging trends? Along with that is how do you stay ahead of the curve when it comes to other board governance or ethical governance?

Karen Smith: [00:40:24] This is going to be a tough next few years for everyone in board governance and businesses period. Things change so quickly and in some industries it's even quicker. Like today might be the slowest it's ever going to be. We're not going to see a slow day like this for another ever, because the world is just moving so quick. And I think that governance is one of those things that is moving very quickly. It's hard to navigate a future that you can't see, you can't necessarily predict, you don't yet know, and there's not very many leaders that have that kind of a backup. People are doing wonderful right now, or they've been a star board member, a star CEO, but with the pace of change, they may not be able to keep up. And good governance is based on trust. So you need to have constant education. It's the education about the type of business that you're in. So whatever boards you're on, make sure you know about the business. It might be that board sizes have to change. It might be that we have to get a little bit bigger. It might be that we have to stay on a little bit longer, so that we have a little bit more of that experience to help us go through that.

Karen Smith: [00:42:00] There's global economic things happening right now, political. There's all kinds of increased cyber risks. There's new fangled things, I can see such great work that we'd be able to do with AI, both on from an organizational standpoint and for board governance, but it also comes with some really high risks. And if we don't have a framework, some rules in place to help us with that, it could go sideways for a board pretty quick. And in the end, the board is the one who has the fiduciary responsibility over those organizations. So the board has to keep up. We have to keep up with the training. So it's not just about understanding the financial statements anymore. We have to do better than that. And if you need to bring in experts to help you with the training, then do so. The training piece is so important. And these smaller boards who can't afford it, they might be nonprofits, might be a smaller business that's just starting out, they don't have big buckets of money to spend on training. We have to find other ways to do that.

Munir Haque: [00:43:13] Well, thanks for that. I mean, it kind of overlaps with the stuff that an Action Edge executive does within our corporate governance division. Working with nonprofits or startups or people who are challenged with governance. And a lot of it is they have it within themselves already to do it. They just need somebody to help them along the way, make them accountable, even just to themselves, so that they are always continually moving in the same direction. Like you said, it's rapidly changing and a lot of people are aware of what the changes are. And just a simple question like, well, what would you do? What are your options? Forcing them to think about how to change opposed to just being a victim of change? Before we end, is there anything else, words of wisdom or how you see things evolving that you just didn't get a chance to say during the rest of the conversation?

Karen Smith: [00:44:14] I'm a real proponent of training directly related to governance and others. So I want to push for that. But I also want to say if something feels uncomfortable to slow it down. And I know that may seem the opposite after just talking about how the pace of change is so fast, but you can sleep on it overnight. So that's one of my grandma's words of wisdom. Something doesn't feel right, you sleep on it. One day isn't going to knock you off. And that gives you time to reflect on a personal level. What do I need to do personally to help me get to a better place, a better decision, more fulsome. Do your research. She didn't mean for you to just go have a nap. It's, slow it down and do your research. If part of that research, if you think that it's only you need to do the the training piece yourself, figure out for yourself, what is your hold up. And if it's you that needs more training on something then read something. Find the article on it and figure it out. What is the biggest problem? What is it? I also think AI will help us to solve that. So it's not what can I do with AI but what are my problems? And can I use it to help solve it? What value does it provide?

Munir Haque: [00:45:51] Interesting. I'd actually misheard you, and I thought your grandmother had said, you can slip on it overnight, which I think is true too. So if you slip, it's easy to lose your traction and not stay on top of anything. Thank you or talking a little bit more training, that actually was one of my questions that I had to cut out because of time. But nicely, you brought it back. Just to end with, where can our listeners find out more about you.

Karen Smith: [00:46:20] So you can find me on LinkedIn, look for Karen Smith, Buena Vista. Buena Vista is one word. Look me up there and message me.

Munir Haque: [00:46:31] Great, sounds good. Thanks, Karen for that very informative conversation. Wish you all the best. And enjoy the rest of your time in gimlet.

Karen Smith: [00:46:41] I will. Thank you very much for considering to interview me, too. This is a nice little treat.

Munir Haque: [00:46:49] Thanks everyone, for listening to The Boardroom 180 Podcast. You can learn more about me and Action Edge Executive Development on our website at aeednow.com. That's aeednow.com. Fill out the form if you want me to reach out to you, or if you have any thoughts for future subjects or guests on the podcast. We also have a free board self-evaluation that will be linked on our website. You and your board can fill this out either individually or together, and it gives you a bit of a quick temperature check on how your board health is. As always, don't forget to hit like and subscribe to The Boardroom 180 Podcast. It helps us grow and bring more governance insights. We're recording from the Pushysix Studios in Calgary, Alberta, with production assistance from Astronomic Audio. You can find their info and the links to AEX forums in the show notes. We've come full circle to conclude this episode of The Boardroom 180 podcast. Goodbye and good governance.