Sound-Up Governance

Each week, we will release two illustrated definitions of corporate governance jargon in order of increasing complexity. In this instalment we have the definition of "volunteer". Check the episode thumbnail for an illustration by Nate Schmold.

Originally published January 30, 2023

What is Sound-Up Governance?

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.

NOTE: if you’re new to Ground-Up Governance, or are finding anything a bit strange or confusing, you might want to START HERE.

We just learned that lots of directors get paid, and some of them make really super a whole lot of money. Well, lots of other directors *don’*t get paid, meaning lots of directors are volunteers. In some parts of the world, directors on the boards of charities and some other types of not-for-profit corporations aren’t even ALLOWED to be paid, even though their job is exactly the same as the directors in other sectors who get paid. Some people, including Matt at Ground-Up Governance, think that’s a bit strange.

Lots and lots of other people think it makes a lot of sense. Those people argue that when a corporation exists to do something other than make a profit, it usually exists instead to make people’s lives better in some way. So, if the purpose of a corporation is to make people’s lives better then isn’t it more appropriate for the directors to donate their time rather than being paid for it?

You may choose, for example, to start a charity that exists to improve the perception of the underappreciated 90s holiday-themed West Coast rap compliation, Christmas on Death Row. You might call it This Christmas, Give the Gift of Christmas on Death Row (TCGtGoCoDR). Every dollar that the corporation might pay its directors is a dollar that it can’t spend on extolling the virtues of classics from hip-hop’s golden age like Snoop Dogg’s Santa Claus Goes Straight to the Ghetto.

In any case, TCGtGoCoDR’s directors have the same job as Reallie Steilish’s directors but they don’t (and can’t!) get paid for it.