“The Great Chair” with Author Brian Hayward

In this episode, host Munir Haque welcomes Brian Hayward, author of The Great Chair and Founder of Aldare Resources, to the show to discuss the governance insights and role of the board chair as presented in his book. Brian has nearly 40 years of experience at the C-suite and board level and his practical insights into board leadership are founded on having attended over 600 board meetings, serving as CEO, director, and chair. Munir and Brian dig into how the board chair is key to strategic governance.

Brian talks about why he wrote his book and focused so specifically on the role of the board chair. He shares insights from the book, including the Three M’s - maestro, mediator, and mentor - that a good board chair should adopt in order to be effective and explains how each M drives chair leadership. Munir explores what Brian calls SPF - strategy, people, and finance - and learns everything from the appropriate length for a board meeting, how to best set up the room, and how to keep the conversation focused and engaging. Everything Brian shares is a practical examination of how a board chair can set the tone and lead a board to a successful operation.   

About Brian Hayward

As Founder/President of Aldare Resources, Brian provides governance, strategy, and business development services to international clients across various sectors. He helps organizations navigate transitions, drawing on his deep business & governance experience, strategic mindset, and team-building skills. He mentors people to develop confidence and leadership acumen through bespoke personal coaching.

Brian has a distinguished track record of board leadership, having served on over 20 boards in different industries and continents. He has chaired more than a dozen boards, independent committees, audit committees, and advisory boards, demonstrating his expertise in governance, risk management, and strategic decision-making--often when existential issues are front and center.

Brian isn't an academic delivering theory--his perspective comes from getting his hands dirty. He's been through at least 600 board meetings--public companies, private firms, not-for-profits, and startups--as a CEO, junior Director, Committee and Board Chair. Presently, he's a director (former Board Chair) of Cerebra, a digital sleep health company, Lead Independent Director at Wellington-Altus Private Wealth, and director of Dorais Foundation.

Brian holds an M.Sc from McGill University, a C.Dir from McMaster University, and an ICD.D from the University of Toronto. He is also certified in cybersecurity governance by MIT Sloan School of Management. He is fluent in English and French, and has a passion for continuous learning and improvement.

Finally, he is the author of the award-winning and internationally acclaimed book: The Great Chair--A Window on Effective Board Governance, sharing practical tips and insights from those over 600 board meetings. Learn more at www.greatchair.ca or www.aldare.ca, or for those who like "active learning" by listening to the audiobook!

Resources discussed in this episode:

• “The Great Chair: A Window on Effective Board Leadership” by Brian Hayward

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Contact Munir Haque | ActionEdge Executive Development: 

• Website: AEEDNow.com
• Linkedin: Action Edge Executive Development Inc.
  
  

Contact Brian Hayward: 

• Website: GreatChair.ca
• Linkedin

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Transcript

Bryan Hayward: [00:00:02] 'The Maestro', the chair is not unlike the conductor in front of a symphony orchestra. Doesn't play any instruments and doesn't articulate, but is clearly somebody that the musicians are paying attention to. They know when they're offline or if their points are resonating. It was a book written out of frustration, curiosity, and with a desire to create something that would make a difference for, at least, some people in some meetings. Not necessarily a cure-all.

Munir Haque: [00:00:47] Hello 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.

Munir Haque: [00:01:07] Hello everybody! On today's show, I'm happy to be welcoming Bryan Hayward on the Boardroom 180 Podcast. Bryan Hayward is a governance expert, seasoned leader and author of the acclaimed book, 'The Great Chair: A Window on Effective Board Leadership'. With nearly 40 years of experience at the C-suite level and board level, he's attended over 600 board meetings, serving as CEO, director, and chair. His award winning book distills his insights into practical tools for effective board leadership. Bryan has led high stakes organizational transitions, including ownership changes and governance overhauls working with public companies, family businesses, startups, and nonprofits. Notable achievements include chairing strategic reviews for Ridley Australia and Wellington West, and developing a governance model for Princess Auto that drove significant growth and market success.

Munir Haque: [00:01:57] Formerly CEO of Agricore United, a $5 billion agribusiness, Bryan has been recognized for his excellence in enterprise risk, IT innovation and HR management. He also served eight years on the board of the Business Development Bank of Canada, chairing its audit committee as well as chairing the committee for two years. He is a Chartered Director and has an ICD.D designation. Through his work, Bryan inspires boards to navigate complexity and achieve success with confidence and clarity. Welcome to The Boardroom 180 podcast, Mr. Hayward. One of the reasons I wanted you on the podcast is, I have read your book. It was a while back now, but I found it to be a very useful resource and it's got some very useful lessons and I use it in my own coaching. Now surprisingly, when I looked you up I didn't realize that you lived in Canada as well. Bit of a surprise, and then I reached out to you and you were very prompt to get back to me, so thanks for that.

Bryan Hayward: [00:03:00] My pleasure, glad to be here. From Manitoba, not exactly the hotbed of governance when you think of that.

Munir Haque: [00:03:07] First off, maybe we'll go through some of the stuff that you talked about in the book. I don't recall if that's in your foreword or not, but talk a little bit about why you wrote a book specifically on the chair.

Bryan Hayward: [00:03:19] Some people come to life and they say, before I bite the dust, I want to run a marathon, or I want to do this, or I want to fly a plane, or I want to write a book. That wasn't what drove it. I've been involved in situations where boards have made a huge difference. In your intro you were talking about situations that are existential, where you've got to make, not necessarily when you're in it, you don't know if you're making the right call, but you have to have some level of courage. People in those meetings are well aware of the importance of the conversation. When I've been involved in governance situations and I've been in those rooms where those existential conversations are happening, I've noticed the importance of the chair in how the meeting is conducted. Whether people are respectful or otherwise, it's the dynamics. The beginning of the journey was when I was taking some coursework and being a resource with the Rotman people out of the University of Toronto, because they run the governance program for the Institute of Corporate Directors in Canada. Richard Powers is the architect, to use that terminology, of the program. As I started talking with Richard, he's an acquaintance of mine and a close personal friend, but we get along quite fine. I asked him, is there any training for being a chair? His answer was no.

Bryan Hayward: [00:04:57] I came at this, not from the point of view of wanting to write a book, or to be academic and write this very wordy tome, I wanted to make something accessible. As a practitioner in the governance arena, I've been put to sleep time and again by people that are, sorry to say, university professors or consultants that have huge PowerPoint decks. At the end of the day, it just felt to me that whatever was being conveyed or taught, wasn't catching, it wasn't getting it for me. The gut punch when you're in that room, and those existential things are happening, you're not going to go and flip through the nine reasons why you need to ask such and such a question. You've got to think on your feet. The chair is essential to drawing out opinions, getting views and conducting the meeting, which is part of how. One of the chunks of the book is called 'The Maestro', in which the chair is not unlike the conductor in front of a symphony orchestra. Doesn't play any instruments and doesn't articulate, but is clearly somebody that the musicians are paying attention to. They know when they're offline or if their points are resonating. It was a book written out of frustration, curiosity, and with a desire to create something that would make a difference for, at least, some people in some meetings. Not necessarily a cure all.

Munir Haque: [00:06:45] I'll tell you, it's been a valuable resource in my coaching. So kudos for that.

Bryan Hayward: [00:06:50] I appreciate that. That's when I say, the most satisfying thing out of the book. Most people say, how many copies have you sold? Sorry, spoiler alert if anybody's listening to this and they want to write a book and they think that's the route to making a lot of money. If you're an author in Canada, this is actually a charitable exercise, but making a difference is what it's all about.

Munir Haque: [00:07:15] Thanks for your charity, I suppose. It's interesting, before I have any guests on, I try to keep creeping on them a little bit on the internet, and find out more about them. As I was looking through, I think it might have been a LinkedIn post. I saw that you dressed as Fred Flintstone, and it took me back to the first exposure I had to, I guess what would be, corporate governance. I don't know if you recall this episode when Fred, they find out that he's a doppelganger. He looks exactly like one of these CEOs, and the CEO went missing. They recruited Fred to be his replacement. His handlers teach him three lines that will get him through any corporate business situation. When somebody comes to you, you ask, whose baby is that, what's your angle, and I'll buy that. One of my early first exposures to that, it's probably dating myself a little bit. Because anybody of my age, at least in the prairies, grew up watching that at lunchtime. So that was Fred Flintstone acting; he was a CEO. In your book, you're talking about historical references. You talk a bit about some of them and two come to mind. We'll talk about one of them now. If you can talk about it off the cuff, you talk about issues at Boeing.

Bryan Hayward: [00:08:44] I wanted to start off with, when you start a governance book, and I'm not an accomplished author, per se. Initially, I started the book as a term paper. I wanted to go through the history of governance. I did a little bit of training on how to write, and I wanted to grab people right out of the gate. The Boeing story, I think, captures that, at least for me when I thought about it. Because everybody, I think, still recalls the '737 Max'. The first plane took off from Indonesia and crashed, and the second one took off in Ethiopia and crashed. The board's reaction to that is fascinating, I paint out over a couple of pages the sequence of events where there was a shareholders meeting. The shareholders put forward a motion to divide the chair from the CEO, because clearly something was happening where the safety of passengers was being compromised. The board rejected the shareholder resolutions adamantly, unanimously, and over the next subsequent months, which I painted out over a couple of pages. The board met and unanimously said, we support our CEO. We have this structure. Then they unanimously decided, maybe they're going to reconsider that. Then unanimously later on, they decided to fire the guy. He left with, like some of those folks do, some departing contestants get a fairly attractive home game version of things. But the reality is that Boeing still, recently a couple of months ago with a strike, is off kilter.

Bryan Hayward: [00:10:34] If people want governance and they also like comedy, there's an episode of This Week Tonight with John Oliver that paints back the culture of Boeing. When they merged with McDonnell Douglas, where Boeing was actually a safety driven company. The saying by legend is that, the pilots would say, if it ain't Boeing, I'm not going. Boeing himself would tour plants and look at the safety aspects. When McDonnell Douglas merged, that was more of a military organization. Safety was not as paramount. Some would argue, with some justification obviously, that that was a turning point. The board is responsible for that culture. What things are important and values. At the essence of governance, and what I'm trying to accomplish in writing the book, is to look at the actual practicalities of governance, as opposed to what I would call 'checkbox' or 'spreadsheet' governance. Where people are going, do we have a statement on our values? Yes, tick. Do we have a risk management protocol? Yes, tick. It's tick box, it's spreadsheet governance, and the important things that need conversation that a great chair can draw out are certainly those things like risk, but also to dig in and have an understanding of what they mean. When you get into those existential moments, like the Tylenol one, which I think everybody has heard, which I mentioned in the book. Where Johnson and Johnson pulled their top selling line because the values and of patient safety were paramount, and nobody was looking at what it might do to quarterly earnings or whatnot. That's where great chairs, I think, really come to the fore.

Munir Haque: [00:12:41] In both of those examples, those were external boards of directors? You talked about, especially in the Boeing example, that it led to the separation between chair and CEO. Was that a big turning point? Until then, had other companies been the CEO typically, often the chair?

Bryan Hayward: [00:13:03] The separation of those duties between the chair and the CEO, it's been happening over a 30 or 40 year period. I included in the book a graph that's showing what the trend line has been. But it's been slow and gradual, and it depends on the geography. In Canada, we've been much more inclined to separate the chair role from the CEO role. Certainly, I would say, prominently the United States, there is still a notion that whoever it is and the icon or the avatar, it's succession. Something you can see on HBO where it's usually an older male who is the knight in shining armor, the emperor, or whatever avatar you want to apply to it. All of that, it's my board, it's my company, it's my strategy. We are in Canada, and other pink bits on the map. I've mentioned Australia and South Africa, for instance, have been more inclined to look at those roles as being complementary because that's how I feel. That is the essence of where, I think, if there's anything that's in my book that has left a lasting impression for people, I think it's understanding that these are two different roles. They are complementary, they can work together and there can be synergies from that relationship. On the flip side, there can be some really bad things that happen in the event that there's a dysfunction between the chair and the CEO.

Munir Haque: [00:14:45] We'll get more into that when we talk about, as you put in the book, the three M's. The maestro, the mediator and the mentor. Further talking about CEOs acting as the chair, in the book you talk about how sometimes it can be a self preserving role. Where they'll hide some of the issues that are happening from the board, and they'll direct discussion in ways that they want the discussion to happen. It was that what led to the changes at Boeing? I'm assuming that was a lot of the issue.

Bryan Hayward: [00:15:18] It's hard to know. As somebody sitting in the bleachers in the baseball game of life, you don't really know what's going on in people's minds and what their motivations are. I'm not necessarily ascribing that to Boeing, but I do know from my own personal experience of companies I've competed against or other situations. Where CEOs, because of the chair, the CEO they say, who's going to put together the agenda? I think I'll do that. Once you have the pen and you're creating the agenda, you're setting the boundaries, the tennis lines around the court, for what's discussed. If the CEO chair is the one developing the agenda, it shouldn't come as much of a surprise if there's some bedbugs under the mattress. Those probably aren't going to be 'agend-ized' and put down as a notable item number six on our checklist, let's talk about the stuff that's not very fun here. CEOs can be conflicted. I was a CEO, I don't think I ever played that game, but I know that there's some that do. The people will control the time. Let's have this meeting, we'll have dinner overnight, we'll have a short meeting in the morning, and then we'll play golf in the afternoon, which is the 80s version of what a board meeting was all about. Let's get together, have some good food, some good wine, some golf and we'll slide in the board meeting somewhere in the middle of all that.

Munir Haque: [00:16:58] It's not like the CEO, even if they're not the chair, doesn't have that ability to lead the discussion. Because often with organizations, they start out with the CEO's report, which helps drive the conversation coming up. It's often what they choose to go in that report that makes its way to discussion items. Sets the frame for what we're going to spend a lot of time on. As we get into it, let's start talking a little bit about, as you put it, the three M's. So why don't you give a little bit of introduction to that, and then we can move into the first 'M'.

Bryan Hayward: [00:17:35] Three M's, to me, when I was trying to keep the book pithy and memorable. Then when I do conversations like this one here, instead of having 19 things, I like to say, what are the three things that you take away from this? I call the three M's, first of all, that there's three important operating modes. Three hats, essentially, that a chair needs to adopt in order to be effective. First one being Maestro. That ties into what we were just talking about, with the agenda. The agenda belongs to the board. In point of fact, people that are listening to this, if they've been to a board meeting, oftentimes the very first conversation piece, formally, is, somebody says something like, I'll call the meeting to order. You have the agenda. Can I have somebody move acceptance of the agenda? The board accepts it, it's the board's agenda. The CEO may say, I need approval for such and such a project. That goes on the agenda, but it shouldn't be the CEO's agenda, it should be the board's agenda, and it should recognize the importance of a whole bunch of things that are central to the company.

Bryan Hayward: [00:19:00] I like to keep acronyms as mental triggers. For me, a good agenda needs, somewhere along the line, I call it SPF, a sun protection factor. SPF, strategy, people, finance. If you have an agenda, to use your verbiage there, the CEO report is the number one. What if the CEO doesn't want to talk about his strategy? Maybe it's failing. Maybe the balance sheet doesn't look so good. He doesn't want to talk about that. There needs to be a matter of fiduciary duty. Directors need to make sure that an organization has a view of what it wants to accomplish going forward. Who's going to do that, and then what are the means? I talked about existential events. There's nothing more existential in a board meeting when the person that's in charge of the vault comes in and says, Houston, we have a problem here with the money. That catches people's attention really fast. It's not necessarily something that CEOs want to give a heads up on. The average CEO is not going, our plan calls for us to be in financial difficulty in 2 or 3 years. That's not what it's about. The first piece is being the maestro. A maestro in a few dimensions, because it's not just simply that we need to have these items, strategy people finance, on the agenda.

Bryan Hayward: [00:20:38] There's a sequence to it as well. Personally, what I like reminding people of right out of the get-go, is strategy. Because it sets the table for what the organization is about. What its purpose is, and how that purpose translates into actual concrete plans and execution of those plans. You've got to make sure that your strategy is clear and understood. Same thing with people in finance. Those things need to be on the agenda, not avoided, especially if there's any inkling of any kind of problem. The rule number one for the chair is to facilitate what's on the agenda and the sequencing. Start off with strategy, and then if there's a money problem, just because SPF, the F is the last of the three. It may be after there's a conversation reminding everybody about strategy.

Bryan Hayward: [00:21:44] Item number two. Houston, we have a problem with our financing. Let's get into that and make sure we use our time effectively. That's where the sequencing is an important element. One of the guys that I have a lot of respect for, that's been long standing, he's probably the originator of University of Toronto's Rotman Directorship Program, David Beatty. I've repeated this in my book, the most precious resource that a board has is time. Agendas, as the maestro, the sequencing, make sure that you're allocating and sequencing the conversation in such a way that you don't run out of time. I've scattered through the book a baker's dozen of stories that are real stories. One of them being, as a CEO at the time, I was in a boardroom where we had a major, significant financial issue. We danced around, because we were moving offices, about what color the carpet was going to be and all sorts of other little things. It was right down to the nubs, and people were looking at their watches and saying, I got to get a plane or this and that. This big important thing got slammed through right at the 11th hour. So what's in there, the sequencing is the first 'm', being the maestro.

Munir Haque: [00:23:39] We talked about the importance of talking about people. The board helps develop the core values and culture of the company, but they're not involved in the day to day. I think you talk about why it's important that you need to be talking about people quite consistently.

Bryan Hayward: [00:24:09] One of the challenges a lot of directors have, knowing where that delineation is, where the line is between managing an organization and providing oversight or a contribution, essentially as trustees, directors are there to exercise their duty of care, being prudent. But they're not. One of the quotes that I came across in writing the book is, there's a guy in the United States that said, it's not the board's job to manage the company, the board's job is to ensure that management is provided. That includes tolerating or having some patience where maybe one or more directors go. I'm not sure that's the right decision, but I'm not the manager of this company. I'm not in charge or sufficiently familiar with all of the issues that are surrounding certain things. One of my favorite things, whether it's being a parent and having teenagers that become young adults or whether it's on a board in a business situation. As a Canadian, I like watching curling and there's that instant in time where this skip has to let the rock go. Whatever's going to happen, will happen.

Bryan Hayward: [00:25:33] You can yell and scream from the side, but that rock's going to go where it's going to go. Directors need to be able to understand that it's not their role to run halfway down the curling rink and say, this isn't going to hit where we aimed it. We're going to go and grab it and put it where it's supposed to be. There's enough times where boards get involved in managing, and they shouldn't do that. Sometimes managers I've had as a director, managers come in and wave their finger at me, righteously indignant saying, you've got to control your board, this is unacceptable. Sometimes it is, because that's the value, to get to my second M, is the mediator. What does a mediator do? A mediator doesn't tolerate disrespectful behavior. When a mediator is called in for a strike or some kind of disagreement, what they lay down in the law is, as a first and foremost, we're going to be hard on the problem, not hard on the people.

Munir Haque: [00:26:39] There's obvious KPIs that you'd put in any kind of report. How do you package that together to find out what the root issues are?

Bryan Hayward: [00:26:50] The universe of boards is a universe of reporting, generally. Where people say, we should get a report on this, we should get a report on that. When you deal with something as soft as culture, there's a universe of consulting folks out there that have tools and whatnot. They say, we have a tool for that. Let's call it employee engagement, as one example. Then the board might say, we should get that and get some numbers. We get a dashboard, and then if we're over such and such a percent, we'll put a little green check mark beside it. But if we're between X and Y, then we'll put a yellow one. If we're below that, then we put a red one and we better do something about it. Then boards, they'll go, I see that our employee engagement just dropped. I think for me, it's way more complicated than that. It requires a lot of actual humanity where, this is how I operate, how I roll on things like culture. Hanging around a lunch or just seeing how people deal with each other and idle conversations. Because having lived as long or as much experience as I have, I can walk into an office, and I think a lot of people are like that. Right off the bat, you get a feeling for what a place is like, and it's hard to put into words. Whether it's for a book or an audiobook or a podcast.

Bryan Hayward: [00:28:30] You can feel this. Yes, those tools like employee engagement are fine to have some kind of benchmark on culture, but I think culture is living this. It comes from the board not tolerating certain things or promoting certain things. Safety is one example. I was chairing a board of a company called Ridley, which has since gone private, it was a public company. The CEO, his very first, we had the agenda, called the meeting to order. Within the first five minutes, he was talking about safety, lost time, injuries. My take on it, as I've used that as a lesson because you can go into any company probably these days and say, people are our most important resource. But to me it was a tangible thing. When Steve came in as the CEO and started talking about safety and the things that are being done to ensure there's a safe environment, that's a tangible thing. A guy I worked with, a lesson learned from a gentleman, Ron Enns. It wasn't posters on the wall. At a Christmas get together, he stood up at a microphone. A couple hundred people, partners and others, presented a toast. He'd say, I want to talk to the people that are partners here, not the people that are working for the company.

Bryan Hayward: [00:30:02] Has your partner ever come home and said, I'm so lucky, You don't know what almost happened to me today, I almost got my arm cut off. He provided a 1-800 number and email to ensure. He said, if your partner comes home and says something like that, and he doesn't want to say anything, you go and make the call. That's where you're living the values as opposed to living a poster on the wall. It's subjective, it's the 'Steve's at the beginning of the board meeting, it's the 'Ron's that are there, and it's people calling out. Whether it's racist or misogynist remarks, it's something that the board needs to be there. Final one on this, as a story is, I liked Warren Buffett, and not from an investment point of view. He was chair of Wells Fargo, where there was bad stuff happening. He went before Congress, you can pull this up on YouTube and find it fairly easily, and he, as the chair of the board, apologized for what had happened. He was representing, I think he said, I am here representing the 152,000 employees of Wells Fargo as chair of the board. This is unacceptable. Those are those moments where, ultimately, it's a statement about the importance of people and values and not looking the other way, but living that. I think that, when you get into things like integrity or high level values, it's one thing to say them. Sometimes actually living them isn't easy. I'm not sure that Warren was looking for an opportunity to go and sit down in front of a bunch of congressional leaders.

Munir Haque: [00:32:04] One of the things, you talk a little bit about tactics, and the one that struck me was, and I've never thought about doing it and I'm maybe getting the term wrong, but I think it's 'setting the table'. Is that essentially to have a seating order?

Bryan Hayward: [00:32:24] It is. There's a lot of things I still feel when I'm involved in organizing a meeting, I like knowing what the room looks like. The course in the training I took in mediation for a couple of weeks, the important thing was, somebody should be doing due diligence. Do we have enough water bottles in the room? Is there power that's needed? Is this room sufficiently private for the kind of conversation that's happening? Go visit the room, but setting the table is to make sure that, as a mediator or as a chair, if you know that people are coming in, and there might be a topic that's going to be controversial or there's different opinions or you're not sure where it's going to go, just don't add to the angst by having, it's too hot, the chairs are uncomfortable, there's seven people here and we only have six chairs. Just make sure, and ease people into the meeting. The setting of the table in a mediation, there's a little card I have in my wallet, setting the table is simply making sure that everybody is comfortable, there's water, we're going to have a buy out break, let's start here. It's 9:00, at 10:00, just to let you know we're going to look for an opportunity for a buy out break. It just removes all of those potential irritants. It's simple. You don't know how many times people avoid that and go, I don't need to do that.

Bryan Hayward: [00:34:07] Just take the time. Make sure you walk around and go, this is all right. Boards are interesting beasts. I'm now very inclined to look at them as one entity. When I was a CEO, the first chair that I had, he made a comment. A pithy one, and one sentence long. He said, don't worry about board politics or about board policy. The board is one entity. If one director leaves and another one replaces that person, it's a new entity. It's a different beast. The talent piece to me, when I'm looking at things today speaks to, how do you constitute a board? What kind of people do you need there? The way that it has been done historically was to create this skills matrix. Where you look and say, we need a lawyer, we need an IT specialist, we need somebody that's an accountant, etc. More importantly, I think there's evidence that having the right mindset is at least as important, if not more important, than having some designation. Whether it's a legal designation or accounting. Just to speak to some of these, like triage, it goes back to creating the agenda. As well as to say, what are the most important things that we need to talk about? That doesn't mean that a certain issue is completely unimportant or trivial, it just means that sometimes you've got to, as a chair. We have to triage some things.

Munir Haque: [00:36:01] The other note that I have, and I don't recall what it was referring to, is the four deadly sins.

Bryan Hayward: [00:36:08] The funny thing about writing a book, everybody thinks, you must remember what's on page 42. I started writing the book six years ago. I will tell you one deadly sin that is very front and center, and maybe for the purposes of this podcast is, don't go about as a mediator. Don't start a conversation about a topic and say, I know there's different views on this. Why don't we do a straw poll and see what people think. Training and experiences I've had, there's been psychologists, they're the ones that have said this is a deadly sin. Because what it does is it drops full center on the table. It creates sides. Do you like apples or oranges? Let's just do a straw poll. Maybe half the people want apples, half the people want oranges. But you're looking across the table and then your humanity kicks in. You're going, I'm going to make a point here. You can't make a pie with oranges, right? So doesn't that speak to why apples are important? People start going into defending. It's much better to talk about interests and come in.

Bryan Hayward: [00:37:43] I was talking about the crevices in the conversation. Find those seams where you're not inadvertently creating two sides to any issue. Try to make sure that you're talking about the issue without polarizing. What are our issues here? Let's be divergent and think about different options. Pretty well all costs. To talk about different trainings that I've been exposed to, there's case studies where you're hiring a new CFO of a company and there's a board committee. As soon as you get 3 or 4 resumes, you're looking, who is the candidate we like best? If you start the meeting or the conversation with, let's just do a straw poll here. Do we like Bryan or Munir? It just takes things down the wrong way. Well, I like Bryan. Otherwise, I'm gonna leave right now.

Munir Haque: [00:38:43] Take your apples and leave.

Bryan Hayward: [00:38:46] That's right. Anyway, that'd be my number one deadly sin. I think where I was getting at with a number of other ones is, there's just biases that we all have. Some of them are more common than other ones. One of the ones that we see every day with social media, a well known thing, is confirmation bias. If somebody's sitting in a board meeting, be careful and mind your own confirmation bias. If you think that we should not enter the Mexican market, for instance, they'll say, I saw today there's going to be tariffs on Mexico. This is a bad thing. Confirmation bias, people need to listen. One of my favorite mentors, you'll hopefully find this slightly amusing, is Judge Judy. Because every once in a while, Judge Judy will say, you got two ears and one mouth, so listen and try to challenge yourself. When I go about my business, I'm a director in such and such an industry, am I exposing myself to alternative points of view? Do I only watch Fox News or I only watch CNN? Maybe every once in a while I should flip the channel and just make sure that I'm ensuring-there's a whole raft of biases that people have. Whether it's confirmation bias, or the other kinds of deadly sins, don't go down a pathway where inadvertently you're creating two sides to it. Then people feel a duty to defend or promote whatever their position is.

Munir Haque: [00:41:01] Cognizant of the time here, I want to get to the last 'm'. You had a bit of your segue into the mentor, talk a little bit more about the chair as mentor. I think that's to the CEO and the rest of the board.

Bryan Hayward: [00:41:25] I'd be remiss if I didn't. It goes back to some of what we talked about earlier with the chair CEO and the two roles being potentially complementary or not. Trust is what I call this 'trust t'. The importance of mentorship, the chair needs to look at the board as a resource. Let's just say, a typical board may have a chair and maybe 7 or 9 individuals are now seen to be the correct number of directors for an organization of whatever size. To look at those people and understand their strengths or weaknesses and deploy them, in a way, or develop them. That might mean, for some directors, I've been involved with situations where there's a director who's really skilled from an operational point of view, weak on governance. I might say, I know this guy Munir. He's a great governance guy, he's probably a great person to have as a coach that will take you to another level, understanding what your role is, etc. It's a chair that's got that's got to, nobody else is going to do it. It's to say, I think it'd be worth your while to take a course in mediation or take something on cybersecurity, a short course. Move people around, as well. I've done this myself, and I've seen it really work well. Where you take somebody who's recruited because they have an accounting designation. They say, you're a natural to be on the audit committee, and then you can share the audit committee and that's what you're going to do. In the case of when I was on the board of Business Development Bank of Canada, one of the issues that we had to deal with was just understanding and providing a backdrop and due diligence on pension. The accounting side of the world can be quite helpful, because people will look at pensions and benefits as being, that's somewhere in the human resources area. Where it's like, we don't need somebody that's a bean counter. But that person that's a bean counter is bringing another perspective to the table. They understand the same issue from a different lens and can provide a different perspective. It's the committees, what gets delegated or not, it's when I call it mentor. But it's also when I'm looking at mentoring, it's coaching.

Bryan Hayward: [00:44:55] Whether it's a hockey team or football or whatnot, coaches deploying resources. This is the play we're going to run, this is what we need to accomplish. Football analogy, we got short yardage, we got somebody, Munir is really good at plowing through and getting two yards. I think being a coach can get quite personal. Where the chair and the CEO need to have a level of trust that can be to the level where, and I can speak to something. I've now been married in my second marriage for 20 years, but when my first marriage broke down, I was the CEO of a company. It sounds trivial, but do you want your board to find that? A publicly traded company, that there's something going on through the grapevine? To talk about things as a business person or a professional with somebody, as a CEO, to a chair, I've had situations where somebody's got a health issue. Somebody may have a substance abuse issue that they don't want to have aired out. That trust that's there, and the mentor coach piece, is to be there, supportive, looking at the capabilities of the individual and trying to think about, how can I, not help this person, but bring them to a mindset where they're going to develop themselves. You do coaching work, what's the joy of coaching? It's to see somebody, that old adage, teach a man to fish versus give a man a fish. I like seeing, where as a chair or as a colleague, that I'm providing through a trusting relationship. It doesn't mean we have to be best friends, but you respect me and I can provide you with some thoughts that find a value and speak to you, in terms of what your own purpose, motivations are. In the case, just to land the plane back down to brass tacks, sometimes the accountant that's been on the Human Resources committee is going, I didn't think I was going to like that, but I learned a lot by not being on the audit committee.

Munir Haque: [00:47:35] I'm going to flip that a little, because I've been on committees. When people looked at my background, it was obvious that the chair would always suggest that I be on either the governance committee or HR committee. I asked to be on the audit committee, because it helps, for people listening to this podcast and are interested in getting on board, it's about getting that exposure to a lot of stuff, people and topics, that you typically wouldn't, not in your everyday life. It can go both ways, you can make that request as a board member as well.

Bryan Hayward: [00:48:17] I had that happen to me when I was on the board of the Business Development Bank of Canada. A gentleman, Stan out of Vancouver, he was the chair and he was retiring from the board. He came over at a social event and he said, I think you'd be a great audit committee chair. I said, I don't have an accounting designation. I've been on the audit committee for, I think, a year or two. He said, no I'm going to recommend it. I said, it doesn't make sense because I don't have an accounting designation. He said, I'm so-called because of my experience as a financial expert. But his point was, he said, you talk about risk more. You don't actually talk about note five of the accounting and whether the accounting handbook or the latest pronouncement of the IFRS folks is such and such. He said, you talk about risk management and how to mitigate risk heat maps. He said, you bring a different set of eyeballs. I think what you're saying is, Munir, as you said, you're typecast a certain way. That's where it takes a chair. I don't want to use the word wise because it might be a bit trite, but think about who's on the bench of the team here.

Bryan Hayward: [00:49:59] How can we deploy people? How can I keep Munir interested? Maybe he's been on the governance committee for five years, and he's starting to get tired of doing that. He wants to hit a refresh button and learn something. If it's not the chair doing that, who is? There's a lot to this that is complimentary to what the CEO does. It's a role in its own right. To loop back, why did I write the book? Because nobody's talking about this stuff. I think since the last 3 to 5 years, there's more time and attention that's being given to providing training. It's popping up in different organizations or universities, specifically chair training. You're going to be a chair, and it's not just simply taking the agenda that's been reheated in the microwave over the last 20 years, and being at the head of the table and ticking the boxes off on the spreadsheet, it's much more involved than that. To bring it back down, that's why I wrote the book.

Munir Haque: [00:51:08] There you go, full circle.

Bryan Hayward: [00:51:09] Full circle.

Munir Haque: [00:51:10] I'd like to thank you for being on The Boardroom 180 podcast, but before you go, if there are listeners out there who want to find out more about you or more about the book, where can they find that information?

Bryan Hayward: [00:51:30] Sure, I appreciate that. The simplest way is, there's a website that's got me and the book, and it's free. If you pay the shipping, I don't want to have to ship 30 books off to somebody and absorb the shipping, but it's at www.greatchair.ca. It's co-mingled with my consulting business, Aldare Resources which is www.aldare.ca. Google it, presumably. I'm not sure when, sometimes there's been postal strikes and whatnot, but it'll get to you.

Munir Haque: [00:52:11] Thanks again, and a special thanks for triggering that Flintstone memory for me on governance. I can say that, going through that book and now meeting you in person, I think you fit well into that mentor category for me, more so than Judge Judy would.

Bryan Hayward: [00:52:38] I'm pleased to hear that. It is available on audiobook as well, so for those that are listening to this, your poison of choice is to go on a treadmill and put some buds in, it is there. I've tried to even capture the humor in that. I appreciate your time, Munir, and the opportunity to talk.

Munir Haque: [00:53:08] Thank you very much.

Munir Haque: [00:53:09] 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. 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 the AEX forms 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

Brian Hayward

What is The Boardroom 180 Podcast?

Board Governance Best Practices and Stories/Experiences Shared

Bryan Hayward: [00:00:02] 'The Maestro', the chair is not unlike the conductor in front of a symphony orchestra. Doesn't play any instruments and doesn't articulate, but is clearly somebody that the musicians are paying attention to. They know when they're offline or if their points are resonating. It was a book written out of frustration, curiosity, and with a desire to create something that would make a difference for, at least, some people in some meetings. Not necessarily a cure-all.

Munir Haque: [00:00:47] Hello 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.

Munir Haque: [00:01:07] Hello everybody! On today's show, I'm happy to be welcoming Bryan Hayward on the Boardroom 180 Podcast. Bryan Hayward is a governance expert, seasoned leader and author of the acclaimed book, 'The Great Chair: A Window on Effective Board Leadership'. With nearly 40 years of experience at the C-suite level and board level, he's attended over 600 board meetings, serving as CEO, director, and chair. His award winning book distills his insights into practical tools for effective board leadership. Bryan has led high stakes organizational transitions, including ownership changes and governance overhauls working with public companies, family businesses, startups, and nonprofits. Notable achievements include chairing strategic reviews for Ridley Australia and Wellington West, and developing a governance model for Princess Auto that drove significant growth and market success.

Munir Haque: [00:01:57] Formerly CEO of Agricore United, a $5 billion agribusiness, Bryan has been recognized for his excellence in enterprise risk, IT innovation and HR management. He also served eight years on the board of the Business Development Bank of Canada, chairing its audit committee as well as chairing the committee for two years. He is a Chartered Director and has an ICD.D designation. Through his work, Bryan inspires boards to navigate complexity and achieve success with confidence and clarity. Welcome to The Boardroom 180 podcast, Mr. Hayward. One of the reasons I wanted you on the podcast is, I have read your book. It was a while back now, but I found it to be a very useful resource and it's got some very useful lessons and I use it in my own coaching. Now surprisingly, when I looked you up I didn't realize that you lived in Canada as well. Bit of a surprise, and then I reached out to you and you were very prompt to get back to me, so thanks for that.

Bryan Hayward: [00:03:00] My pleasure, glad to be here. From Manitoba, not exactly the hotbed of governance when you think of that.

Munir Haque: [00:03:07] First off, maybe we'll go through some of the stuff that you talked about in the book. I don't recall if that's in your foreword or not, but talk a little bit about why you wrote a book specifically on the chair.

Bryan Hayward: [00:03:19] Some people come to life and they say, before I bite the dust, I want to run a marathon, or I want to do this, or I want to fly a plane, or I want to write a book. That wasn't what drove it. I've been involved in situations where boards have made a huge difference. In your intro you were talking about situations that are existential, where you've got to make, not necessarily when you're in it, you don't know if you're making the right call, but you have to have some level of courage. People in those meetings are well aware of the importance of the conversation. When I've been involved in governance situations and I've been in those rooms where those existential conversations are happening, I've noticed the importance of the chair in how the meeting is conducted. Whether people are respectful or otherwise, it's the dynamics. The beginning of the journey was when I was taking some coursework and being a resource with the Rotman people out of the University of Toronto, because they run the governance program for the Institute of Corporate Directors in Canada. Richard Powers is the architect, to use that terminology, of the program. As I started talking with Richard, he's an acquaintance of mine and a close personal friend, but we get along quite fine. I asked him, is there any training for being a chair? His answer was no.

Bryan Hayward: [00:04:57] I came at this, not from the point of view of wanting to write a book, or to be academic and write this very wordy tome, I wanted to make something accessible. As a practitioner in the governance arena, I've been put to sleep time and again by people that are, sorry to say, university professors or consultants that have huge PowerPoint decks. At the end of the day, it just felt to me that whatever was being conveyed or taught, wasn't catching, it wasn't getting it for me. The gut punch when you're in that room, and those existential things are happening, you're not going to go and flip through the nine reasons why you need to ask such and such a question. You've got to think on your feet. The chair is essential to drawing out opinions, getting views and conducting the meeting, which is part of how. One of the chunks of the book is called 'The Maestro', in which the chair is not unlike the conductor in front of a symphony orchestra. Doesn't play any instruments and doesn't articulate, but is clearly somebody that the musicians are paying attention to. They know when they're offline or if their points are resonating. It was a book written out of frustration, curiosity, and with a desire to create something that would make a difference for, at least, some people in some meetings. Not necessarily a cure all.

Munir Haque: [00:06:45] I'll tell you, it's been a valuable resource in my coaching. So kudos for that.

Bryan Hayward: [00:06:50] I appreciate that. That's when I say, the most satisfying thing out of the book. Most people say, how many copies have you sold? Sorry, spoiler alert if anybody's listening to this and they want to write a book and they think that's the route to making a lot of money. If you're an author in Canada, this is actually a charitable exercise, but making a difference is what it's all about.

Munir Haque: [00:07:15] Thanks for your charity, I suppose. It's interesting, before I have any guests on, I try to keep creeping on them a little bit on the internet, and find out more about them. As I was looking through, I think it might have been a LinkedIn post. I saw that you dressed as Fred Flintstone, and it took me back to the first exposure I had to, I guess what would be, corporate governance. I don't know if you recall this episode when Fred, they find out that he's a doppelganger. He looks exactly like one of these CEOs, and the CEO went missing. They recruited Fred to be his replacement. His handlers teach him three lines that will get him through any corporate business situation. When somebody comes to you, you ask, whose baby is that, what's your angle, and I'll buy that. One of my early first exposures to that, it's probably dating myself a little bit. Because anybody of my age, at least in the prairies, grew up watching that at lunchtime. So that was Fred Flintstone acting; he was a CEO. In your book, you're talking about historical references. You talk a bit about some of them and two come to mind. We'll talk about one of them now. If you can talk about it off the cuff, you talk about issues at Boeing.

Bryan Hayward: [00:08:44] I wanted to start off with, when you start a governance book, and I'm not an accomplished author, per se. Initially, I started the book as a term paper. I wanted to go through the history of governance. I did a little bit of training on how to write, and I wanted to grab people right out of the gate. The Boeing story, I think, captures that, at least for me when I thought about it. Because everybody, I think, still recalls the '737 Max'. The first plane took off from Indonesia and crashed, and the second one took off in Ethiopia and crashed. The board's reaction to that is fascinating, I paint out over a couple of pages the sequence of events where there was a shareholders meeting. The shareholders put forward a motion to divide the chair from the CEO, because clearly something was happening where the safety of passengers was being compromised. The board rejected the shareholder resolutions adamantly, unanimously, and over the next subsequent months, which I painted out over a couple of pages. The board met and unanimously said, we support our CEO. We have this structure. Then they unanimously decided, maybe they're going to reconsider that. Then unanimously later on, they decided to fire the guy. He left with, like some of those folks do, some departing contestants get a fairly attractive home game version of things. But the reality is that Boeing still, recently a couple of months ago with a strike, is off kilter.

Bryan Hayward: [00:10:34] If people want governance and they also like comedy, there's an episode of This Week Tonight with John Oliver that paints back the culture of Boeing. When they merged with McDonnell Douglas, where Boeing was actually a safety driven company. The saying by legend is that, the pilots would say, if it ain't Boeing, I'm not going. Boeing himself would tour plants and look at the safety aspects. When McDonnell Douglas merged, that was more of a military organization. Safety was not as paramount. Some would argue, with some justification obviously, that that was a turning point. The board is responsible for that culture. What things are important and values. At the essence of governance, and what I'm trying to accomplish in writing the book, is to look at the actual practicalities of governance, as opposed to what I would call 'checkbox' or 'spreadsheet' governance. Where people are going, do we have a statement on our values? Yes, tick. Do we have a risk management protocol? Yes, tick. It's tick box, it's spreadsheet governance, and the important things that need conversation that a great chair can draw out are certainly those things like risk, but also to dig in and have an understanding of what they mean. When you get into those existential moments, like the Tylenol one, which I think everybody has heard, which I mentioned in the book. Where Johnson and Johnson pulled their top selling line because the values and of patient safety were paramount, and nobody was looking at what it might do to quarterly earnings or whatnot. That's where great chairs, I think, really come to the fore.

Munir Haque: [00:12:41] In both of those examples, those were external boards of directors? You talked about, especially in the Boeing example, that it led to the separation between chair and CEO. Was that a big turning point? Until then, had other companies been the CEO typically, often the chair?

Bryan Hayward: [00:13:03] The separation of those duties between the chair and the CEO, it's been happening over a 30 or 40 year period. I included in the book a graph that's showing what the trend line has been. But it's been slow and gradual, and it depends on the geography. In Canada, we've been much more inclined to separate the chair role from the CEO role. Certainly, I would say, prominently the United States, there is still a notion that whoever it is and the icon or the avatar, it's succession. Something you can see on HBO where it's usually an older male who is the knight in shining armor, the emperor, or whatever avatar you want to apply to it. All of that, it's my board, it's my company, it's my strategy. We are in Canada, and other pink bits on the map. I've mentioned Australia and South Africa, for instance, have been more inclined to look at those roles as being complementary because that's how I feel. That is the essence of where, I think, if there's anything that's in my book that has left a lasting impression for people, I think it's understanding that these are two different roles. They are complementary, they can work together and there can be synergies from that relationship. On the flip side, there can be some really bad things that happen in the event that there's a dysfunction between the chair and the CEO.

Munir Haque: [00:14:45] We'll get more into that when we talk about, as you put in the book, the three M's. The maestro, the mediator and the mentor. Further talking about CEOs acting as the chair, in the book you talk about how sometimes it can be a self preserving role. Where they'll hide some of the issues that are happening from the board, and they'll direct discussion in ways that they want the discussion to happen. It was that what led to the changes at Boeing? I'm assuming that was a lot of the issue.

Bryan Hayward: [00:15:18] It's hard to know. As somebody sitting in the bleachers in the baseball game of life, you don't really know what's going on in people's minds and what their motivations are. I'm not necessarily ascribing that to Boeing, but I do know from my own personal experience of companies I've competed against or other situations. Where CEOs, because of the chair, the CEO they say, who's going to put together the agenda? I think I'll do that. Once you have the pen and you're creating the agenda, you're setting the boundaries, the tennis lines around the court, for what's discussed. If the CEO chair is the one developing the agenda, it shouldn't come as much of a surprise if there's some bedbugs under the mattress. Those probably aren't going to be 'agend-ized' and put down as a notable item number six on our checklist, let's talk about the stuff that's not very fun here. CEOs can be conflicted. I was a CEO, I don't think I ever played that game, but I know that there's some that do. The people will control the time. Let's have this meeting, we'll have dinner overnight, we'll have a short meeting in the morning, and then we'll play golf in the afternoon, which is the 80s version of what a board meeting was all about. Let's get together, have some good food, some good wine, some golf and we'll slide in the board meeting somewhere in the middle of all that.

Munir Haque: [00:16:58] It's not like the CEO, even if they're not the chair, doesn't have that ability to lead the discussion. Because often with organizations, they start out with the CEO's report, which helps drive the conversation coming up. It's often what they choose to go in that report that makes its way to discussion items. Sets the frame for what we're going to spend a lot of time on. As we get into it, let's start talking a little bit about, as you put it, the three M's. So why don't you give a little bit of introduction to that, and then we can move into the first 'M'.

Bryan Hayward: [00:17:35] Three M's, to me, when I was trying to keep the book pithy and memorable. Then when I do conversations like this one here, instead of having 19 things, I like to say, what are the three things that you take away from this? I call the three M's, first of all, that there's three important operating modes. Three hats, essentially, that a chair needs to adopt in order to be effective. First one being Maestro. That ties into what we were just talking about, with the agenda. The agenda belongs to the board. In point of fact, people that are listening to this, if they've been to a board meeting, oftentimes the very first conversation piece, formally, is, somebody says something like, I'll call the meeting to order. You have the agenda. Can I have somebody move acceptance of the agenda? The board accepts it, it's the board's agenda. The CEO may say, I need approval for such and such a project. That goes on the agenda, but it shouldn't be the CEO's agenda, it should be the board's agenda, and it should recognize the importance of a whole bunch of things that are central to the company.

Bryan Hayward: [00:19:00] I like to keep acronyms as mental triggers. For me, a good agenda needs, somewhere along the line, I call it SPF, a sun protection factor. SPF, strategy, people, finance. If you have an agenda, to use your verbiage there, the CEO report is the number one. What if the CEO doesn't want to talk about his strategy? Maybe it's failing. Maybe the balance sheet doesn't look so good. He doesn't want to talk about that. There needs to be a matter of fiduciary duty. Directors need to make sure that an organization has a view of what it wants to accomplish going forward. Who's going to do that, and then what are the means? I talked about existential events. There's nothing more existential in a board meeting when the person that's in charge of the vault comes in and says, Houston, we have a problem here with the money. That catches people's attention really fast. It's not necessarily something that CEOs want to give a heads up on. The average CEO is not going, our plan calls for us to be in financial difficulty in 2 or 3 years. That's not what it's about. The first piece is being the maestro. A maestro in a few dimensions, because it's not just simply that we need to have these items, strategy people finance, on the agenda.

Bryan Hayward: [00:20:38] There's a sequence to it as well. Personally, what I like reminding people of right out of the get-go, is strategy. Because it sets the table for what the organization is about. What its purpose is, and how that purpose translates into actual concrete plans and execution of those plans. You've got to make sure that your strategy is clear and understood. Same thing with people in finance. Those things need to be on the agenda, not avoided, especially if there's any inkling of any kind of problem. The rule number one for the chair is to facilitate what's on the agenda and the sequencing. Start off with strategy, and then if there's a money problem, just because SPF, the F is the last of the three. It may be after there's a conversation reminding everybody about strategy.

Bryan Hayward: [00:21:44] Item number two. Houston, we have a problem with our financing. Let's get into that and make sure we use our time effectively. That's where the sequencing is an important element. One of the guys that I have a lot of respect for, that's been long standing, he's probably the originator of University of Toronto's Rotman Directorship Program, David Beatty. I've repeated this in my book, the most precious resource that a board has is time. Agendas, as the maestro, the sequencing, make sure that you're allocating and sequencing the conversation in such a way that you don't run out of time. I've scattered through the book a baker's dozen of stories that are real stories. One of them being, as a CEO at the time, I was in a boardroom where we had a major, significant financial issue. We danced around, because we were moving offices, about what color the carpet was going to be and all sorts of other little things. It was right down to the nubs, and people were looking at their watches and saying, I got to get a plane or this and that. This big important thing got slammed through right at the 11th hour. So what's in there, the sequencing is the first 'm', being the maestro.

Munir Haque: [00:23:39] We talked about the importance of talking about people. The board helps develop the core values and culture of the company, but they're not involved in the day to day. I think you talk about why it's important that you need to be talking about people quite consistently.

Bryan Hayward: [00:24:09] One of the challenges a lot of directors have, knowing where that delineation is, where the line is between managing an organization and providing oversight or a contribution, essentially as trustees, directors are there to exercise their duty of care, being prudent. But they're not. One of the quotes that I came across in writing the book is, there's a guy in the United States that said, it's not the board's job to manage the company, the board's job is to ensure that management is provided. That includes tolerating or having some patience where maybe one or more directors go. I'm not sure that's the right decision, but I'm not the manager of this company. I'm not in charge or sufficiently familiar with all of the issues that are surrounding certain things. One of my favorite things, whether it's being a parent and having teenagers that become young adults or whether it's on a board in a business situation. As a Canadian, I like watching curling and there's that instant in time where this skip has to let the rock go. Whatever's going to happen, will happen.

Bryan Hayward: [00:25:33] You can yell and scream from the side, but that rock's going to go where it's going to go. Directors need to be able to understand that it's not their role to run halfway down the curling rink and say, this isn't going to hit where we aimed it. We're going to go and grab it and put it where it's supposed to be. There's enough times where boards get involved in managing, and they shouldn't do that. Sometimes managers I've had as a director, managers come in and wave their finger at me, righteously indignant saying, you've got to control your board, this is unacceptable. Sometimes it is, because that's the value, to get to my second M, is the mediator. What does a mediator do? A mediator doesn't tolerate disrespectful behavior. When a mediator is called in for a strike or some kind of disagreement, what they lay down in the law is, as a first and foremost, we're going to be hard on the problem, not hard on the people.

Munir Haque: [00:26:39] There's obvious KPIs that you'd put in any kind of report. How do you package that together to find out what the root issues are?

Bryan Hayward: [00:26:50] The universe of boards is a universe of reporting, generally. Where people say, we should get a report on this, we should get a report on that. When you deal with something as soft as culture, there's a universe of consulting folks out there that have tools and whatnot. They say, we have a tool for that. Let's call it employee engagement, as one example. Then the board might say, we should get that and get some numbers. We get a dashboard, and then if we're over such and such a percent, we'll put a little green check mark beside it. But if we're between X and Y, then we'll put a yellow one. If we're below that, then we put a red one and we better do something about it. Then boards, they'll go, I see that our employee engagement just dropped. I think for me, it's way more complicated than that. It requires a lot of actual humanity where, this is how I operate, how I roll on things like culture. Hanging around a lunch or just seeing how people deal with each other and idle conversations. Because having lived as long or as much experience as I have, I can walk into an office, and I think a lot of people are like that. Right off the bat, you get a feeling for what a place is like, and it's hard to put into words. Whether it's for a book or an audiobook or a podcast.

Bryan Hayward: [00:28:30] You can feel this. Yes, those tools like employee engagement are fine to have some kind of benchmark on culture, but I think culture is living this. It comes from the board not tolerating certain things or promoting certain things. Safety is one example. I was chairing a board of a company called Ridley, which has since gone private, it was a public company. The CEO, his very first, we had the agenda, called the meeting to order. Within the first five minutes, he was talking about safety, lost time, injuries. My take on it, as I've used that as a lesson because you can go into any company probably these days and say, people are our most important resource. But to me it was a tangible thing. When Steve came in as the CEO and started talking about safety and the things that are being done to ensure there's a safe environment, that's a tangible thing. A guy I worked with, a lesson learned from a gentleman, Ron Enns. It wasn't posters on the wall. At a Christmas get together, he stood up at a microphone. A couple hundred people, partners and others, presented a toast. He'd say, I want to talk to the people that are partners here, not the people that are working for the company.

Bryan Hayward: [00:30:02] Has your partner ever come home and said, I'm so lucky, You don't know what almost happened to me today, I almost got my arm cut off. He provided a 1-800 number and email to ensure. He said, if your partner comes home and says something like that, and he doesn't want to say anything, you go and make the call. That's where you're living the values as opposed to living a poster on the wall. It's subjective, it's the 'Steve's at the beginning of the board meeting, it's the 'Ron's that are there, and it's people calling out. Whether it's racist or misogynist remarks, it's something that the board needs to be there. Final one on this, as a story is, I liked Warren Buffett, and not from an investment point of view. He was chair of Wells Fargo, where there was bad stuff happening. He went before Congress, you can pull this up on YouTube and find it fairly easily, and he, as the chair of the board, apologized for what had happened. He was representing, I think he said, I am here representing the 152,000 employees of Wells Fargo as chair of the board. This is unacceptable. Those are those moments where, ultimately, it's a statement about the importance of people and values and not looking the other way, but living that. I think that, when you get into things like integrity or high level values, it's one thing to say them. Sometimes actually living them isn't easy. I'm not sure that Warren was looking for an opportunity to go and sit down in front of a bunch of congressional leaders.

Munir Haque: [00:32:04] One of the things, you talk a little bit about tactics, and the one that struck me was, and I've never thought about doing it and I'm maybe getting the term wrong, but I think it's 'setting the table'. Is that essentially to have a seating order?

Bryan Hayward: [00:32:24] It is. There's a lot of things I still feel when I'm involved in organizing a meeting, I like knowing what the room looks like. The course in the training I took in mediation for a couple of weeks, the important thing was, somebody should be doing due diligence. Do we have enough water bottles in the room? Is there power that's needed? Is this room sufficiently private for the kind of conversation that's happening? Go visit the room, but setting the table is to make sure that, as a mediator or as a chair, if you know that people are coming in, and there might be a topic that's going to be controversial or there's different opinions or you're not sure where it's going to go, just don't add to the angst by having, it's too hot, the chairs are uncomfortable, there's seven people here and we only have six chairs. Just make sure, and ease people into the meeting. The setting of the table in a mediation, there's a little card I have in my wallet, setting the table is simply making sure that everybody is comfortable, there's water, we're going to have a buy out break, let's start here. It's 9:00, at 10:00, just to let you know we're going to look for an opportunity for a buy out break. It just removes all of those potential irritants. It's simple. You don't know how many times people avoid that and go, I don't need to do that.

Bryan Hayward: [00:34:07] Just take the time. Make sure you walk around and go, this is all right. Boards are interesting beasts. I'm now very inclined to look at them as one entity. When I was a CEO, the first chair that I had, he made a comment. A pithy one, and one sentence long. He said, don't worry about board politics or about board policy. The board is one entity. If one director leaves and another one replaces that person, it's a new entity. It's a different beast. The talent piece to me, when I'm looking at things today speaks to, how do you constitute a board? What kind of people do you need there? The way that it has been done historically was to create this skills matrix. Where you look and say, we need a lawyer, we need an IT specialist, we need somebody that's an accountant, etc. More importantly, I think there's evidence that having the right mindset is at least as important, if not more important, than having some designation. Whether it's a legal designation or accounting. Just to speak to some of these, like triage, it goes back to creating the agenda. As well as to say, what are the most important things that we need to talk about? That doesn't mean that a certain issue is completely unimportant or trivial, it just means that sometimes you've got to, as a chair. We have to triage some things.

Munir Haque: [00:36:01] The other note that I have, and I don't recall what it was referring to, is the four deadly sins.

Bryan Hayward: [00:36:08] The funny thing about writing a book, everybody thinks, you must remember what's on page 42. I started writing the book six years ago. I will tell you one deadly sin that is very front and center, and maybe for the purposes of this podcast is, don't go about as a mediator. Don't start a conversation about a topic and say, I know there's different views on this. Why don't we do a straw poll and see what people think. Training and experiences I've had, there's been psychologists, they're the ones that have said this is a deadly sin. Because what it does is it drops full center on the table. It creates sides. Do you like apples or oranges? Let's just do a straw poll. Maybe half the people want apples, half the people want oranges. But you're looking across the table and then your humanity kicks in. You're going, I'm going to make a point here. You can't make a pie with oranges, right? So doesn't that speak to why apples are important? People start going into defending. It's much better to talk about interests and come in.

Bryan Hayward: [00:37:43] I was talking about the crevices in the conversation. Find those seams where you're not inadvertently creating two sides to any issue. Try to make sure that you're talking about the issue without polarizing. What are our issues here? Let's be divergent and think about different options. Pretty well all costs. To talk about different trainings that I've been exposed to, there's case studies where you're hiring a new CFO of a company and there's a board committee. As soon as you get 3 or 4 resumes, you're looking, who is the candidate we like best? If you start the meeting or the conversation with, let's just do a straw poll here. Do we like Bryan or Munir? It just takes things down the wrong way. Well, I like Bryan. Otherwise, I'm gonna leave right now.

Munir Haque: [00:38:43] Take your apples and leave.

Bryan Hayward: [00:38:46] That's right. Anyway, that'd be my number one deadly sin. I think where I was getting at with a number of other ones is, there's just biases that we all have. Some of them are more common than other ones. One of the ones that we see every day with social media, a well known thing, is confirmation bias. If somebody's sitting in a board meeting, be careful and mind your own confirmation bias. If you think that we should not enter the Mexican market, for instance, they'll say, I saw today there's going to be tariffs on Mexico. This is a bad thing. Confirmation bias, people need to listen. One of my favorite mentors, you'll hopefully find this slightly amusing, is Judge Judy. Because every once in a while, Judge Judy will say, you got two ears and one mouth, so listen and try to challenge yourself. When I go about my business, I'm a director in such and such an industry, am I exposing myself to alternative points of view? Do I only watch Fox News or I only watch CNN? Maybe every once in a while I should flip the channel and just make sure that I'm ensuring-there's a whole raft of biases that people have. Whether it's confirmation bias, or the other kinds of deadly sins, don't go down a pathway where inadvertently you're creating two sides to it. Then people feel a duty to defend or promote whatever their position is.

Munir Haque: [00:41:01] Cognizant of the time here, I want to get to the last 'm'. You had a bit of your segue into the mentor, talk a little bit more about the chair as mentor. I think that's to the CEO and the rest of the board.

Bryan Hayward: [00:41:25] I'd be remiss if I didn't. It goes back to some of what we talked about earlier with the chair CEO and the two roles being potentially complementary or not. Trust is what I call this 'trust t'. The importance of mentorship, the chair needs to look at the board as a resource. Let's just say, a typical board may have a chair and maybe 7 or 9 individuals are now seen to be the correct number of directors for an organization of whatever size. To look at those people and understand their strengths or weaknesses and deploy them, in a way, or develop them. That might mean, for some directors, I've been involved with situations where there's a director who's really skilled from an operational point of view, weak on governance. I might say, I know this guy Munir. He's a great governance guy, he's probably a great person to have as a coach that will take you to another level, understanding what your role is, etc. It's a chair that's got that's got to, nobody else is going to do it. It's to say, I think it'd be worth your while to take a course in mediation or take something on cybersecurity, a short course. Move people around, as well. I've done this myself, and I've seen it really work well. Where you take somebody who's recruited because they have an accounting designation. They say, you're a natural to be on the audit committee, and then you can share the audit committee and that's what you're going to do. In the case of when I was on the board of Business Development Bank of Canada, one of the issues that we had to deal with was just understanding and providing a backdrop and due diligence on pension. The accounting side of the world can be quite helpful, because people will look at pensions and benefits as being, that's somewhere in the human resources area. Where it's like, we don't need somebody that's a bean counter. But that person that's a bean counter is bringing another perspective to the table. They understand the same issue from a different lens and can provide a different perspective. It's the committees, what gets delegated or not, it's when I call it mentor. But it's also when I'm looking at mentoring, it's coaching.

Bryan Hayward: [00:44:55] Whether it's a hockey team or football or whatnot, coaches deploying resources. This is the play we're going to run, this is what we need to accomplish. Football analogy, we got short yardage, we got somebody, Munir is really good at plowing through and getting two yards. I think being a coach can get quite personal. Where the chair and the CEO need to have a level of trust that can be to the level where, and I can speak to something. I've now been married in my second marriage for 20 years, but when my first marriage broke down, I was the CEO of a company. It sounds trivial, but do you want your board to find that? A publicly traded company, that there's something going on through the grapevine? To talk about things as a business person or a professional with somebody, as a CEO, to a chair, I've had situations where somebody's got a health issue. Somebody may have a substance abuse issue that they don't want to have aired out. That trust that's there, and the mentor coach piece, is to be there, supportive, looking at the capabilities of the individual and trying to think about, how can I, not help this person, but bring them to a mindset where they're going to develop themselves. You do coaching work, what's the joy of coaching? It's to see somebody, that old adage, teach a man to fish versus give a man a fish. I like seeing, where as a chair or as a colleague, that I'm providing through a trusting relationship. It doesn't mean we have to be best friends, but you respect me and I can provide you with some thoughts that find a value and speak to you, in terms of what your own purpose, motivations are. In the case, just to land the plane back down to brass tacks, sometimes the accountant that's been on the Human Resources committee is going, I didn't think I was going to like that, but I learned a lot by not being on the audit committee.

Munir Haque: [00:47:35] I'm going to flip that a little, because I've been on committees. When people looked at my background, it was obvious that the chair would always suggest that I be on either the governance committee or HR committee. I asked to be on the audit committee, because it helps, for people listening to this podcast and are interested in getting on board, it's about getting that exposure to a lot of stuff, people and topics, that you typically wouldn't, not in your everyday life. It can go both ways, you can make that request as a board member as well.

Bryan Hayward: [00:48:17] I had that happen to me when I was on the board of the Business Development Bank of Canada. A gentleman, Stan out of Vancouver, he was the chair and he was retiring from the board. He came over at a social event and he said, I think you'd be a great audit committee chair. I said, I don't have an accounting designation. I've been on the audit committee for, I think, a year or two. He said, no I'm going to recommend it. I said, it doesn't make sense because I don't have an accounting designation. He said, I'm so-called because of my experience as a financial expert. But his point was, he said, you talk about risk more. You don't actually talk about note five of the accounting and whether the accounting handbook or the latest pronouncement of the IFRS folks is such and such. He said, you talk about risk management and how to mitigate risk heat maps. He said, you bring a different set of eyeballs. I think what you're saying is, Munir, as you said, you're typecast a certain way. That's where it takes a chair. I don't want to use the word wise because it might be a bit trite, but think about who's on the bench of the team here.

Bryan Hayward: [00:49:59] How can we deploy people? How can I keep Munir interested? Maybe he's been on the governance committee for five years, and he's starting to get tired of doing that. He wants to hit a refresh button and learn something. If it's not the chair doing that, who is? There's a lot to this that is complimentary to what the CEO does. It's a role in its own right. To loop back, why did I write the book? Because nobody's talking about this stuff. I think since the last 3 to 5 years, there's more time and attention that's being given to providing training. It's popping up in different organizations or universities, specifically chair training. You're going to be a chair, and it's not just simply taking the agenda that's been reheated in the microwave over the last 20 years, and being at the head of the table and ticking the boxes off on the spreadsheet, it's much more involved than that. To bring it back down, that's why I wrote the book.

Munir Haque: [00:51:08] There you go, full circle.

Bryan Hayward: [00:51:09] Full circle.

Munir Haque: [00:51:10] I'd like to thank you for being on The Boardroom 180 podcast, but before you go, if there are listeners out there who want to find out more about you or more about the book, where can they find that information?

Bryan Hayward: [00:51:30] Sure, I appreciate that. The simplest way is, there's a website that's got me and the book, and it's free. If you pay the shipping, I don't want to have to ship 30 books off to somebody and absorb the shipping, but it's at www.greatchair.ca. It's co-mingled with my consulting business, Aldare Resources which is www.aldare.ca. Google it, presumably. I'm not sure when, sometimes there's been postal strikes and whatnot, but it'll get to you.

Munir Haque: [00:52:11] Thanks again, and a special thanks for triggering that Flintstone memory for me on governance. I can say that, going through that book and now meeting you in person, I think you fit well into that mentor category for me, more so than Judge Judy would.

Bryan Hayward: [00:52:38] I'm pleased to hear that. It is available on audiobook as well, so for those that are listening to this, your poison of choice is to go on a treadmill and put some buds in, it is there. I've tried to even capture the humor in that. I appreciate your time, Munir, and the opportunity to talk.

Munir Haque: [00:53:08] Thank you very much.

Munir Haque: [00:53:09] 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. 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 the AEX forms in the show notes. We've come full circle to conclude this episode of The Boardroom 180 podcast. Goodbye, and good governance.