Dorothy Burwell on Adaptive Capacity and the Human Side of Governance

Why do some boards freeze the moment pressure arrives, while others adapt and lead? In this episode of The Boardroom Path, host Ralph Grayson speaks with Dorothy Burwell, Global Head of Board Advisory at FGS Global and a board director at Post Holdings and Pennon plc, about what she calls adaptive capacity, the ability to learn, unlearn and make sound judgement calls when experience alone is no longer enough.

Dorothy cites Deloitte research showing generative AI-enabled fraud could cost businesses 40 billion US dollars by 2027, up from 12.3 billion in 2023, and explains why boards can no longer treat governance as a quarterly ritual. She sets out a triage framework borrowed from emergency medicine for prioritising risk, unpacks why trust, not process, is usually the first thing to break down in a crisis, and explains how boards can navigate activist campaigns and chair-CEO relationships without stepping into management's lane. This is a practical guide to boardroom human behaviour for any NED building real adaptive capacity.

• (00:00) - Welcome to The Boardroom Path
• (03:18) - A Non-Linear Career from Banking to Board Advisory
• (06:33) - FGS Global's Role in the Boardroom Dynamic
• (08:33) - Building Trust between Boards and Management
• (12:29) - Productive Disagreement and Psychological Safety
• (15:53) - Inside the FGS Rewired World Report
• (19:06) - Defining Adaptive Capacity for the Boardroom
• (22:52) - Spotting an Adaptive Board in Practice
• (25:01) - The Boardroom Triage Model for Crisis Decisions
• (31:37) - Chair-CEO Trust and Tight-Loose Coupling
• (38:24) - AI as Both Threat and Tool for Governance
• (43:00) - Activism, Reputation and the FGS Playbook

Dorothy Burwell: Dorothy Burwell is Global Head of Board Advisory and a Partner at FGS Global, where she has spent nearly two decades advising boards, CEOs and leadership teams through transformation, activism, crisis and reputational pressure. She began her career in investment banking at Goldman Sachs, working across the Investment Banking Division and Firmwide Strategy Group in London and New York. Dorothy is an independent non-executive director at Post Holdings, Inc., where she sits on the audit committee, and at Pennon Group Plc, where she chairs the ESG committee and sits on the remuneration, nominations and HSE committees. She is a past trustee of Which?, the UK consumer group, and co-author of the FGS Global paper A Hard Job Getting Harder: The Board's Role in a Rewired World.

Ralph Grayson: Ralph Grayson is a Partner in the Board Practice at Sainty Hird & Partners, bringing extensive experience in board-level recruitment, assessment, and advisory services. With a deep understanding of the corporate governance landscape, Ralph specialises in guiding senior executives as they transition into impactful boardroom careers. His thoughtful approach, combined with a passion for developing effective leaders, enables him to facilitate insightful conversations that equip aspiring and newly appointed Non-Executive Directors with the tools they need to succeed. Through The Boardroom Path, Ralph leverages his extensive professional network and expertise to empower listeners on their journey into the boardroom.

Episode Insights:

• A board is not a team but a "pop-up" group of individuals who meet a handful of times a year, so building human connection quickly matters as much as technical expertise.
• Trust, not process or data, is usually the first thing to break down when a board crisis unfolds, and everything else unravels from there.
• A simple triage framework, borrowed from emergency medicine, helps boards prioritise whether to monitor, adapt, react or act on emerging risks.
• Chair-CEO trust depends on agreeing priorities together and then genuinely letting the CEO execute, rather than the chair becoming heavy-handed under shareholder pressure.
• Adaptive capacity, the willingness to learn and unlearn, matters more for boards than trying to predict an increasingly unpredictable future.

Action Points:

1. Build your board's decision framework in advance: Agree how the board will triage a crisis before one happens, mapping issues by whether they are gradual or sudden and whether they affect everyone or just your organisation. Practise this with real scenarios, such as a cyber incident or supply chain shock, so people know their roles under pressure. This turns a crisis response from improvisation into rehearsal.
2. Protect trust between board and management: Invest time outside the boardroom building one-to-one relationships with the management contacts closest to your committee work. Use those conversations to understand what they are working on and offer input before papers are finalised, rather than only during meetings. Stronger informal trust leads to more transparent information and better decisions when it matters.
3. Treat AI fluency as a whole-board responsibility: Do not delegate AI oversight to a single AI director or committee member. Ensure every director understands how AI is used in your business and how it could be used against you, given researchers project AI-enabled fraud could reach 40 billion US dollars by 2027. Build this into ongoing board education rather than one-off briefings.
4. Prepare for activist and contentious votes before they arrive: Map out how your board would respond to a contentious AGM vote or activist campaign, including how you would engage retail as well as institutional shareholders. Agree who leads external communication and how management and the board coordinate their message. Early preparation reduces the risk of a public, damaging standoff.
5. Shift board time from reviewing the past to preparing for the future: Challenge your board to spend less time re-litigating historic performance and more time discussing what it is preparing for next. Ask whether your risk register only gets a thorough look once a year, and whether that is frequent enough given the pace of change. A future-facing agenda is a practical expression of adaptive capacity.

The Boardroom Path is the essential podcast for aspiring and newly appointed Non-Executive Directors (NEDs) navigating the journey from executive leadership to the boardroom. Hosted by Ralph Grayson, partner at Sainty Hird & Partners, each episode offers insightful conversations with industry leaders, seasoned board directors, and governance experts. Our guests share practical strategies, valuable perspectives, and actionable advice on how to effectively transition into board roles, maximise your impact, and build a rewarding NED career. 

Subscribe now, and take your first confident step along The Boardroom Path. Learn more about Sainty Hird & Partners at saintyhird.com.

The Boardroom Path is produced by Story Ninety-Four in Oxford, UK. 

Creators and Guests

Host

Ralph Grayson

Guest

Dorothy Burwell

Producer

Matt Eastland-Jones

Producer

Story Ninety-Four

What is The Boardroom Path?

Welcome to The Boardroom Path, the essential podcast for aspiring and newly appointed Non-Executive Directors navigating the journey from executive leadership to the boardroom. Hosted by Ralph Grayson, partner at Sainty Hird & Partners, each episode offers insightful conversations with industry leaders, seasoned board directors, and governance experts. Our guests share practical strategies, valuable perspectives, and actionable advice on how to effectively transition into board roles, maximise your impact, and build a rewarding NED career.

Dorothy Burwell: The best thing that boards need to be able to do is not to be able to predict the future because things are changing too fast. It's about building adaptive capacity so that you can deal with the emerging realities as they come.

Ralph Grayson: Welcome to The Boardroom Path by Sainty Hird & Partners. I'm your host, Ralph Grayson, a partner in the board practice. In this series, we'll offer practical steps and useful perspectives for aspiring and newly appointed NEDs. Today's guest is Dorothy Burwell, Global Head of Board Advisory at FGS Global. She's a board director at Post Holdings and Pennan PLC, and one of the most original thinkers working at the intersection of governance, strategy, and human behaviour. Dorothy began her career at Goldman Sachs in energy investment banking before making what she describes as an almost accidental move into strategic communications at Finsbury, now part of FGS Global, where she spent nearly two decades advising boards, CEOs, and leadership teams through moments of transformation, activism, crisis, and reputational pressure.

But what makes Dorothy particularly interesting is not simply her communications background, it's the lens through which she views leadership and governance. She's previously told me that the most fascinating part of board life is not the financial engineering or the technical process. It's understanding how human beings actually make decisions under uncertainty. It's how trust is built, how influence works without authority, and why some leadership teams adapt while others freeze, and how boards can become either part of the solution or part of the problem when pressure arrives.

Alongside her executive career, Dorothy has built a significant board portfolio, spanning listed companies, regulated industries, consumer brands, and public interest organisations. Her experience ranges from ESG and stakeholder governance through to succession planning, crisis management, and investor engagement across both the UK and the U.S. Board systems.

She's also co-author of the FGS Paper, _The Board's Role in a Rewired World_, which explores how boards must evolve in response to geopolitical fragmentation, AI disruption, collapsing trust in institutions, and the accelerating complexity of decision-making. The paper argues that modern boards need something beyond experience, what Dorothy calls adaptive capacity, the ability to absorb new realities, challenge old assumptions, and make better decisions in increasingly uncertain environments. So in this conversation, we're going to explore how boards really make decisions under pressure, why communication is now a core governance capability, what separates adaptive boards from declining ones, how CEOs and boards build trust, and why the future of governance may depend less on certainty and more on the quality of collective judgement.

Dorothy, welcome to The Boardroom Path.

Dorothy Burwell: Thank you very much, Ralph. Thanks for having me.

Ralph Grayson: I'd love to start just with a bit about your career background. So you moved from Goldman Sachs into communications and then into governance. So what capabilities perhaps have lent themselves to that career revolution and how did you find yourself on that journey?

Dorothy Burwell: Yeah, it's not linear. But basically I started out in banking, which in and of itself was a bit of a surprise cause I wanted to be a journalist many years ago. And that led me to the uk. I did a stint in strategy somewhere in the middle and then moved into comms to try to get back to that journalism route. I think the thing that I picked up from both of those guises is being an advisor has been very useful because it teaches you the skill of how to put forward an argument for a management team to consider without meddling in how it actually gets used and executed, which I think is really useful.

I've also, in my time at FGS, been part of the management team. So I was a defacto CMO for a while, did that for five years, and so also understanding what it actually means to be part of management, having to manage a budget, having to deal with all the different machinations and the politics of trying to execute on a strategy from your own silo, within a business. Being able to relate to a management team is also very important. I think we sometimes find that people have only been advisors, management teams have a hard time identifying with them, and people who've only been in management can sometimes meddle because they long for the days when they were actually in control of a particular part of the strategy. So it's good to have both sides.

Ralph Grayson: The human dynamic of all of this is something I'm really keen to explore in this podcast. One of the places I start, Dorothy because I'm fascinated by one of the things you said, which that quote, "The right answer is often obvious. Getting everyone to agree is the difficult part." That feels to me like the perfect description of modern boardrooms and I'd love to just posit the question that boards are ultimately more about human behaviour than governance frameworks?

Dorothy Burwell: Yeah, until we're all replaced with AI, I think that's probably right. When we put together a board as you'll very well know, we have our skills matrices, we try to make sure that we have an operating leader, we've got a marketing leader, we've got the ex accountant, et cetera. So that part of it's pretty easy.

The difficult part is how is this group of individuals going to blend with management and be able to help influence them over time? And also what proclivities are they bringing with them into the room that will put colour on their judgement and how they make decisions.

So a lot of times people say the board is a team. The board's not a team. The board is a group of individuals who come together in the UK six times a year in the US probably four times a year to form what maybe what you call a pop-up team that is supposed to make a decision and help management through critical points in the year. If you have to do that at speed, you actually have to have the human skill of being able to connect with each other and also connect with management to ensure that you get one to the right decision intellectually, but to also be able to inspire management to follow it as well.

Ralph Grayson: Fascinating framing of boards there. Can we just maybe step back a bit? Cause you are both a practitioner as an active NED. Maybe just talk me through that that the role, mission, purpose of the group at FGS, where you want FGS to fit into part of this boardroom dynamic.

Dorothy Burwell: Yeah. So at FGS one of the things that we recognised is that the board's role is different from management's role. The board's role is to govern. And the way that I think about it, and one of the reasons why I got involved with boards is when the board comes in to think about the strategy of a business, we are trying to make sure that we are fulfilling on our promises to each of the stakeholder groups that we are touching as an organisation and the management team is there to make sure that we execute well, that we hit profitability, et cetera, on a day-to-day basis.

That therefore puts you in slightly different positions in terms of how you're held to account by shareholders and by other external parties. When things are not going well there can be a divergence in how you need to triage the decisions and the next steps. And so one of the things that we'd like to focus on is, one, how you pick the right CEO and set them up for success. And so yourself, you would help pick the right CEO, but what we want to think about is what is going to happen once they get in the seat? How do we make sure that everything that they bring with them, we understand their reputation, we understand what is expected of them and the business out in society and with their internal stakeholders as well. How do we set them up to be able to inspire, communicate, and meet all of those expectations?

The other part of it for the board, and particularly for the chair, is when we're dealing with shareholders who have very specific demands, how do we make sure that you are communicating well with your shareholders, understanding what they need, but also fending off what might be some contentious, proposals or anything of that nature or activists, which we may talk about later, in the event of an AGM or EGM.

So those are the two guises in which we work with the board and the CEO on an ongoing basis.

Ralph Grayson: So I'd love to just dig in a bit more to this idea of boards as human systems. So you've said that your fascination isn't about balance sheets but it's actually about how humans arrive at decisions. So is that something you've learned from commercial interest and work or have you learned that as a practitioner in the boardroom? Where does the balance and perspective come from on that?

Dorothy Burwell: It comes from what I noticed when I came into the boardroom for the first time. I've sat on small charity boards, I've sat on a hybrid board, which was both charity and a for-profit business, and I've sat on two corporate boards. And I think a commonality across them, when you walk into the room, you realise everybody is ambitious and they come in with their own agendas. They also come in with their own biases. And I don't mean that in a pejorative sense, I mean every life experience creates your lens. And some of them come in with their own entrenched views of how things should be done. And so when you're trying to work out how a decision's going to be made or how a discussion needs to be to unfold, to get to the right outcome, that's all human behaviour. None of that has to do with the skills that each person has. They're all very clever. But we really need to make sure that we're productive as well.

Ralph Grayson: There's a theme we've come back to a number of times on recent podcasts with Maureen Beresford at the FRC who is talking about real board leadership is explaining why you are not complying. And a great podcast we did with Kimberly at Schroders who was talking about the importance of stewardship not being a tick box exercise, but being much more interactive and engaged.

I'd love to just explore how you think about that alignment in that respect. So let's just have your technical expertise on one side and then human alignment on the other side. How does that all fit together for you?

Dorothy Burwell: When we talk about technical expertise, each person on management, should have an alignment with someone on the board. So, I myself, I chair ESG on one of my boards. I engage with the head of corporate affairs, because they have to deal with the public. I engage with the head of environment and ESG internally as well. I need to have a working relationship, with both of them. I may not have as deep technical expertise in some of the areas that they're in, but I need to be able to speak their language. And I also need to be able to work with them and bring in some outside perspective and influence how they think about things on a day-to-day basis. And so I think there's a balance between how do you build a relationship with management so that they trust you, but also make sure that you have enough technical heft that they respect you.

There was a study that I read where most management teams actually said that they find their boards useless and I think that really has to do with whether or not those boards are tooled up and current and actually bringing something to the table that they don't already know themselves. And so that's why I think the technical expertise is still important and it's important that we continuously learn and continuously understand what it is that we can bring to help them move at the pace that society is moving now.

Ralph Grayson: So provocative question, can you have effective governance without requisite emotional intelligence?

Dorothy Burwell: I don't think so. Ultimately, if we're to work together effectively, one of the things that boards need are information. We need timely information. We need transparency from management because if we're only seeing through a very small aperture, it's very difficult for us to actually dole out anything that's worthwhile. So that interpersonal connection and that human behaviour that's what's going to make the difference between whether or not a manager comes in and feels comfortable being vulnerable, feels comfortable bringing a problem without a solution so that you can actually work on it together, versus people who just try to give you everything as a fait accompli.

Ralph Grayson: Randall Peterson at LBS, whether you know him, but he's done some brilliant work around this idea of board room behaviour and safe spaces in which board members can really get to the heart of debate. What behaviours in your experience distinguish productive disagreement in that respect from unconstructive or indeed destructive disagreement?

Dorothy Burwell: Yeah, in one of my boards one of the things I noticed is that the management team very much tried to over manage the board. They would bring papers and give questions for the board to answer for them. Now, that could be good because they're saying, okay, these are problems that we'd like to workshop with you, or it could be bad because they're trying to shut you down a very specific path. And I think that things need to be a little bit more fluid than that.

When a management team says, I actually am looking at this and these are all of the factors that we have, now let's discuss what the real question is, then I think we have a good relationship because we're being transparent around, not every problem has a tailor made solution and sometimes we just need more heads in the game, more eyes on it in order for us to really triage it.

So I think it's the fluidity of that communication that definitely shows whether or not you have productivity.

Ralph Grayson: I guess there's board process there, but there's also board interactions. Is it the role of the chair to create that psychological safety? Or is it incumbent in every member of the board to make their own contribution to that?

Dorothy Burwell: The first person in charge of that is the chair and their relationship with the CEO. If that relationship breaks down, it just trickles down throughout the all sides. So the executive committee as well as the board itself. But there are things that board members and, thinking about some of the people who might be listening to this podcast who might be aspiring to become on a board or new in seat, whatever committee you're sitting on, if you are frequently interacting with someone in management, it's good to build a relationship with that person as well.

On my very first board, or very first large board, one of the things that I made it my business to do was to connect with the CMO. And he was the CMO, he was the head of sustainability, and we had offline conversations between our meetings in order for me to understand what is it that he's working on and is there anything that I can help him with or is there anything I need to understand before the meeting that would help to guide the discussion and get people into the right place.

The other thing is, could I give him any tips on how to present an issue so that he actually is addressing the questions before they come up and building that level of dialogue and that level of trust meant I came into the meetings more prepared and he came into the meetings more prepared.

Ralph Grayson: Is good preparation and good format, a function of good analysis, or is it a function of good dynamic amongst the individuals?

Dorothy Burwell: I think it's both. I don't want to leave you with the impression that I think you can come in and just be really good with people and be a great board member. I don't think that's the case. I think you do need to come with the requisite technical expertise and analysis skill. A lot of the problems that we're dealing with they are difficult by nature and so you do need people who have the level of experience and who have seen some of the types of problems before in order to be able to parse through them. But in the end, you also need to know that you don't know everything and you're not always right and so it is a back and forth with people who are living it day to day.

Ralph Grayson: So I'd love to get into this FGS report, which we referred to earlier. The core thesis, I think, is that boards need adaptive capacity, as you've called it not just experience. But perhaps you can bring that to life a little bit for us in terms of what was the purpose of writing the report? Anything particularly surprise you and what were the conclusions you came to?

Dorothy Burwell: Yeah, at the beginning of every year we do a report called Radar and that looks at what's been happening in the world over the past year and what do we think is going to happen in the coming year, or what are the issues that business leaders are going to be wrestling with. So we speak to over 20,000 people around the world, and then we speak to over 200 business leaders, people who are former heads of government secretaries of state, et cetera, as well as individuals who are very senior in the media.

And that forms a view of these are the challenges that we're actually going to be wrestling with and we decided this year that we actually wanted to take that to the boardroom very specifically. And so we did a follow up where we spoke to board members in the US, in the UK, and across Europe as well as some in Asia, to say, "Okay, what exactly is this prism that we're looking at?"

And when I say the prism, we're looking at a rise in nationalism. We're looking at AI and what does that mean, not just for efficiency, but for business's role in society and their responsibility. What does the rise in pessimism across jurisdictions really mean for your business dynamics? So for example, one of the questions that we asked was, do you think as a everyday citizen, the best years in your country are ahead of you or behind you across every single country? The majority said behind them, even in the US which is very optimistic nation. That says a lot about consumer confidence, and it says a lot about your ability to plan and to deploy capital. We hadn't even gotten to the point in which the Iran war has started but people were already also feeling the pressure of never ending change and the cycle of political change that was also making things a little bit unsteady.

So when we spoke to board members our curiosity was, what's actually going to make you successful and what's made you successful up till now that you're going to continue to employ in order for you to be able to manage through this environment? And through all of that, what we concluded is that the best thing that boards need to be able to do is not to be able to predict the future because things are changing too fast. It's about building adaptive capacity so that you can deal with the emerging realities as they come.

Ralph Grayson: So interesting. We did a recording with gentleman called Nic Gowing who's a BBC journalist, but he's now doing a lot of thought leadership around what he calls Thinking the Unthinkable and his core thesis is all the reference points we've had for the last 50 years have now been moved. So everything that we've based our assumptions on, are no longer relevant and valid. But perhaps most importantly, from a human perspective, what he says is therefore the way we have to think within a board context and ask questions that may be unpalatable uncomfortable, and use judgement in that respect are becoming so much more profound.

I'd love just to explore this adaptive capacity, if I'm hearing you right. What you are saying there is how judgement in a VUCA world, as a lot of people are labelling it now is preeminent.

Dorothy Burwell: Yeah, so when we set adapt to capacity, just to unpack it a bit, what we were saying is that basically people in the boardroom need to be able to look at new realities, new emerging realities. They need to be able to employ new skills and they need to be able to both learn and unlearn, at the same time, in order to get to new conclusions, about those realities.

And when I say learn and unlearn all of us come in with, and mostly in the boardroom, it'll be 30 plus years of experience that you've had from your prior incarnations. But as you've just said, those realities are not the same anymore. When I started out in work there were no smartphones. Like there's just a very different world that we're living in and so if that is your pretext, you very much need to make sure that what you assume, or the assumptions that you're making and you bring into the boardroom, are actually still valid.

So can you challenge yourself in order to say, "Okay, does this actually still work in the current context, or do I actually need a completely new frame of mind in order to do that?" And those who are able to do that best and able to make sure that they are keeping up to date can and are willing to change their minds are going to be successful.

Ralph Grayson: I love the duality of that. It seems to me it's not only what are we thinking about now, but how are we thinking about it as a collective. So does that imply the traditional governance model is no longer valid?

Dorothy Burwell: I think there's two parts to that. I'm not saying that boards are obsolete. I won't go that far, but I do think that the way that boards operate needs to change. I think it can be, it can't be episodic, as an example. I remember one of my very first mentors when they were explaining to me about how boards work, and they said, oh, we come together, and this was in the U.S.

We come together four times a year. We kind of review everything and we, make a few proclamations and we walk out and we are, we're not seen for another three months that, that can't work like that anymore. Things are moving too quickly and the decisions are too consequential in between meetings in order for you to govern your own time in that way, or to see your responsibility as being periodic. Your responsibility is 12 months a year and you need to be in contact with management much more frequently in order to have the right information in order to be up to date so that you can be useful. So that you can help them through decisions and you can't wait for backward looking reporting in order to do that.

Ralph Grayson: Makes me think about the cadence of a board. Everything's got a rhythm of vocabulary, a culture, and from what you see from the outside is the cadence of today's boardroom keeping up with the pace of that VUCA evolution.

Dorothy Burwell: I don't think so. There's a certain logic to it. A lot of it is really around when we report to market, that's what helps to govern when the board comes together. We need to review the financial statements. We need to let everybody know how we performed. It is what it is. And you can't report out to the market every two weeks because that's just not how business works.

However, I speak to board members all the time and many of them who have very active boards say, "Oh gosh, I have a meeting with my board every other week now." Ad hoc meetings that are constantly in the diary, it becomes a little bit more unmanageable. And I think we're probably going to need to get to a point in which those types of touch points become more frequent and maybe the board meetings themselves becomes shorter because you've actually dealt with some of the issues on a regular but more frequent basis in order for us to be able to manage.

Ralph Grayson: And how does a board member listening to this recognise good IE How do they know they've got this adaptive capacity in real life? What are the signals they should be assessing themselves on? Or what does good look like when you walk into a boardroom and say, this is a board with adaptive capacity, or it hasn't got it, and what can we do about it?

Dorothy Burwell: Yeah, so I think boards should actually have a culture, of learning within the board. The idea that you need to continuously learn is really important, and it should be encouraged by the chair for all board members to make sure that they're up to date. I think the other thing is bringing in people into the boardroom that are independent of management. Most of the information that you get is always going to be filtered through the management lens, but how do we know management is right? How do we know that we are giving them that external viewpoint if we're not actually taking in external views in a very strategic way? So I think that culture of learning needs to be there.

I also think that, if we think about the different elements of learning and also how you actually engage with the management team, it's how often do we actually work together to actually test our decision frameworks to know that we're actually able to move at speed? Most management teams don't just get stuck about the decision is how to make the decision. So if a crisis comes up and you need to make a decision very quickly, do we actually know what roles we're supposed to play and how we're actually supposed to execute? Sometimes we don't. I've sat on boards where people have jumped in and said, "Okay, I'm going to roll up my sleeves. It's a crisis. I know how to deal with this kind of crisis." And then now they're just getting in the way. We don't necessarily need everybody to suit up and get back in the game. So being able to practise that and work through that is going to be much more helpful to the management team where everybody knows how they can be helpful before it really arises or a crisis comes up.

Ralph Grayson: And the boards you see and advise are they worrying about the right things? Should AI be more of a threat than geopolitics? Or we can come up with a multiplicity of things that should be keeping people awake but are people cognizant of what's going on around them?

Dorothy Burwell: I think people are cognizant. What they have trouble with is prioritisation and that's what I was getting at with the decision framework. So the way that we look at it is it's a little bit like emergency room medicine. When you come in, if you're dealing with a mass casualty in an emergency room, you've got people coming into the ER everyone's got an injury, everyone's bleeding and you have to decide how you're going to treat them. The instinct is treat everyone who comes in the door as soon as they get there. But if you do that, people will die. That can't be the way that you approach it.

Do the balance between severity of the problem and the speed of escalation and decide in that way and by having that sort of decision framework and matrix you're able to then decide how you help management prioritise their time because we're limited on resources from a finance perspective, from a time perspective, and from a body's perspective, usually within every organisation.

Ralph Grayson: I love in the report that this idea of boardroom triage and the framework you suggest, that is effectively an emergency medicine. So how do people adapt their traditional board processes that are perhaps too slow for modern crisis? Where's the A&E here?

Dorothy Burwell: Okay. So most boards go through their risk register as a full board once a year. You may look at it a little bit more often in the audit committee but the full board will look at it traditionally once a year. You put everything on heat map and you say, "Okay, these are the really urgent ones" and they'll be on the agenda very frequently. But we don't necessarily do the next step of, "Okay, if something does come up, how do we actually decide based upon the things that are on our agenda where it actually goes in a priority order?"

So what we encourage people to do is to go through this decision framework ahead of time and decide. So the first thing is thinking about whether or not something is happening to everyone, or is it happening just to me? And is it something that's going to happen gradually over time or is it something that is a sudden shock and it's very much immediate? And by looking at it through that matrix, you'll be able to understand where it goes in the priorities and whether or not you need to monitor, you need to adapt, you need to react or you need to act.

So if you are monitoring something, for example, that's something that might be a gradual change and it's affecting everybody. So I'm just going to keep an eye on it. So that's shifts in demographics, in your particular country, we're not going to be able to really affect that and everybody's going to be hit by it. But if it's something that's a gradual change, but it affects me specifically, we might need to go ahead and adapt to that. So an example of that is you run a coastal manufacturing chain and you're seeing climate change erode some of the coastline where you are. That's very specific to you. You're going to have to do something about it and plan for it right now. But you have some time versus if it's a sudden change and it affects you specifically and that would be there's an armed conflict and that's going to disrupt your supply chain as many people are saying right now. That's something you need to react to because you need to plan around it because you've got orders that need to be fulfilled.

Versus if you just need to act and you have a little bit more time, it's a sudden change, but it's affecting everybody and that's something like GenAI. We need to do something about it now. We need to be planning for it now. But we know that we're going to be judged over years, not days. So once you are able to stick something into that sort of priority matrix that helps you talk to management and say, "Okay, this is something we need to react to, it's going to jump to the front of the queue" versus this is something that can be number five or six on your list versus everything else we prioritise for the year.

Ralph Grayson: Fascinating. It segues beautifully into something I talked to Helle Bank Jorgensen at Board Intelligence about recently cause She was saying too many boards in her experience wait for perfect information and they rely on information overload.

So they get too much data and they can't actually see the wood from the trees. But they also keep kicking it as a long grass keeping that analogy going. So how do you model this if you don't know what's coming? How can you model and practise before you find yourself in that emergency triage?

Dorothy Burwell: Yeah, I wouldn't go so far to say model because you're not necessarily looking at numbers per se. We're looking at how you make decisions. So what are the factors that are at play? And then you go ahead and say, "Okay, we're going to run a simulation." So if we want to understand what disruption at our biggest manufacturing plan is going to be like, it's not necessarily that we need to know every single dollar and cent, but we need to know how we're going to make a decision when that thing happens and we need to know what role each person's going to play in that process.

If we're going to have this disruption, who's actually dealing with the government about this? Because there's going to be some sort of on the ground response that needs to be taken care of. Who's actually running things at the local operation? Who's dealing with the local communities? Who's dealing with the shareholders? All of those things need to be taken care of and management is going to be most concerned about getting the operation back up and running. So what is the board doing? Is the board asking 20 questions and slowing them down and actually getting to the response? Or is the board fulfilling a useful purpose that frees them up to be able to do the things that are mission critical?

And I think that is really helpful for people to understand. So no one's stepping on each other's toes or just getting in the way.

Ralph Grayson: Yeah, I love the idea of that command and control. Why do so many boards, certainly according to external perception, confuse activity with effective decision making in that respect?

Dorothy Burwell: Think we're getting back to the human behaviour piece. We all want to be useful, right? And I think people will say, "Okay, I'm going to be on the hook for if a shareholder comes and says, what were you doing?" You need to be able to say what questions did you ask. How you got involved. What you actually encourage management to do is if you think about some of the crises that we've seen at operating businesses for example, if you think about Boeing it's a very unfortunate situation. The board got sued in that situation. I'm not making a judgement either way on what happened cause I wasn't in that boardroom. But I'm sure that they've been asked, "What did you do? How did you push management? How are you involved?" So I think that spectre of that type of scrutiny is what pushes people to really try to play positions that actually shouldn't be owned by them.

Most of the things, by the time you get to that crisis point, are factors that you should have been dealing with beforehand because you should have had better information in order for you to be able to say what we need to do at this point. Not try to go back and redo history in real time.

Ralph Grayson: And everybody talks about the importance of the chair-CEO relationship in that respect. But I'd like just take that back a level and just look at the overall psychology and trust. It's something in the report, or certainly some FGS research I've seen, talks about tight, loose coupling as a framework. Just bring that to life for us a bit.

Dorothy Burwell: Yeah, the tension between the chair and the CEO. The CEO needs to feel that they have the confidence and the backing of the board in order for them to do their job and to manage their executive team and to push forward with strategy. They want to be able to look at the board as wise counsellors but not as people who are coming in to force their own agendas.

And I think between a chair and a CEO, and I've been through two recent CEO changes or in the midst of of them, making sure that the CEO can come to the chair and say, "These are the things that I believe are the priorities" and the chair can equally say, "These are things that I think are the priorities" and they can come together, agree on those, and then let the CEO go and work on them, and then periodically come together to say, "where are we in this journey?" I think that is the ideal scenario.

What you can find, when you have a chair who feels under pressure from shareholders or otherwise, is they may be a little bit more heavy handed and then you find you have a CEO who's a little bit more reticent to give over information and that breakdown is something that can make a board nervous that they're not getting enough information. You're management team becomes even more reticent to bring things that don't seem to be fully baked because they're getting too much accusatory questioning. I heard from one CEO previously that they felt like they were being audited every time they came into a board meeting and that's not a really good feeling. That's a really bad feeling. You don't want to feel like you're under a microscope. You want to feel like you are coming in and workshopping with people and sometimes it will be reporting. But that is a better environment and ecosystem within the boardroom and a more constructive ecosystem than it is for people to feel like they're sitting on the stand.

Ralph Grayson: Makes a lot of sense. I sent a panel recently and there was a CEO he used the expression of the board as a thought partner, rather than an overseer, and I thought that was so interesting cause he reframed this whole idea of the role of the board to be foresight, insight, oversight, and he said we got to move away from this oversight, this box ticking to be much more in the current crisis era that we're in at the moment. The board there as an ally rather than as a prefect.

Dorothy Burwell: I agree with that. I'm going to go off piece a little bit. I think I sit on a board in the UK and I sit on a board in the US and the models and the responsibilities are different. And so you end up with different behaviours, for example. So in the UK we really pride ourselves on having fantastic corporate governance standards and I think that I learn more and I'm more active in the UK. But what that encourages, for some people, is that they become a little bit too involved, a little bit too heavy handed. Therefore that's how you end up with this interference situation. And I think what we want is for people to understand that even though the code says that we're responsible for strategy on a day-to-day basis, we don't execute the strategy. So therefore we need to take responsibility for the decision making process, but then be able to let go.

Ralph Grayson: So how does a good board balance that duty of accountability to the stakeholders with that safe space where everybody is free to talk about everything and, I presume, that should lead to better upward information from the executive to the board. But it seems to me that isn't happening in an uncertain world as much as it probably should be.

Dorothy Burwell: Yeah. It's a tricky one. I won't say that there's some silver bullet or a single right answer. I think some of it is taking the discussions outside of the boardroom so it doesn't feel so pressured. There's a pressure to perform when you're in the boardroom as a management team member. So you need to take some of the discussion out so that people feel a little bit more comfortable, like they're having a one-to-one conversation and able to say, "Okay, this is the thing that I'm thinking about bringing to the board. How might we go about it?" And therefore you've already set the scene, so to speak, that allows people to either unpick within a committee meeting and then come to the board and report how that decision process unfolded, or unpick it before the board meeting at least, and then say, this is how we're going to go about it. But I think that helps people instead of just coming in and trying to do it cold.

Ralph Grayson: So when the proverbial hits the fan, what goes wrong first? The process, the trust or the clarity of the data?

Dorothy Burwell: The trust is the first thing to go, most definitely, because people come in and then question the process and say "What broke down?" If they believed in the process in the first place, they say "What broke down?" and "Who didn't follow the process that we agreed?" Or "Who didn't give me the correct data?" So all of that is really circling around trust.

Once you get into a situation in which the trust is broken down, then you get into people going around the process and thinking they need to shortcut in order to get to the answer and then pulling out the data that really runs across all of it. So you either didn't have the right data in the beginning or the system is not able to produce data fast enough in order to deal with the current situation.

Ralph Grayson: So how does a good board balance speed against verification in that respect?

Dorothy Burwell: So really that goes back to my point around needing to have the decision making protocol practised in advance. So generally when we think about and this is very true in the AI era because things move quite quickly in this guise is we really need to know what are the agreed questions that we baseline need to answer and we've already identified them and then we need to have practised some of these one in 1000 scenarios or one in a million scenarios.

Let's think about M&S and the cyber crisis. We didn't know that was going to happen. And I can't necessarily say, partly because I wasn't in the room, but looking at a lot of other businesses that others would've been able to adapt any faster than M&S was able to. A lot of that really has to do with, we didn't actually model that scenario. We didn't actually practise this scenario in order for us to know, "Okay, we're going to need to be able to run a store without access to our systems for a certain amount of time." So all of that needs to be discussed at some point and in on somebody's list of things that we need to be prepared for.

Ralph Grayson: So where does AI fit in that speed verification modelling, master or servant?

Dorothy Burwell: I think it's a little bit of both actually. If I just give you a couple of stats AI powered fraud, it's estimated that's going to cost the business community 40 billion by 2027. That's only next year. That is a hell of a lot of money and only one in three executives think they're actually prepared for AI related fraud today.

I think the last thing I saw or that we found in our own research is that only just above 50% of the time people can really identify something that's been generated by AI versus something that's been genuinely created by human hands. So I think AI is going to fuel a lot of what people need to be able to respond to. I think in order for us to deal with that we need to one, understand how to use AI to speed up those verification protocols, but also what is the human element of it? How do we as humans make decisions? And if we can't get to a person to verify who is outside of that loop that has a protocol already in place that can be enacted in that particular scenario.

Ralph Grayson: Are there board members who are no longer fit for purpose because they can't get their heads around the application of AI?

Dorothy Burwell: I would like to optimistically say that we can all learn but there probably are board members who are not as current as they need to be. Let's call a spade, a spade. So if you are not actually willing to use a AI in your day-to-day life. If you haven't actually looked at the applications for the business that you're involved in, you are behind. So you really need to be able to do that. And some people will say, "Oh, I need to get an AI director." One, it's not one person's responsibility. I really don't believe in that. And two, you don't want somebody who's just sitting in the one silo in which an AI question has come up. Maybe they can answer it.

You want everyone to be able to understand that this is the way of life now. This is how businesses are operating, and so therefore this is a tool that needs to be within my toolkit if I'm going to be credible at all.

Ralph Grayson: Love to just widen that a little bit to just get your understanding or your, thoughts on succession planning, onboarding, training, and development. Do you have a particular view from your experience of what works well, what doesn't work well, where you've seen it be effective and less effective?

Dorothy Burwell: In succession planning, and as I've just said, I don't think that you just add a technological director to your board. I do think that you need to be thinking whose current and I think this other part of it is making sure that you have a ongoing education programme, in order to make sure people are up to speed.

So whether that's your annual strategy day, making sure that people know what they're doing. Whether that's at each board meeting or a couple of board meetings a year, bringing in an external advisor or an external expert who can come in and really help you get up to speed or workshop with you on a specific issue. I've had in board meetings where we brought in a professor who's done deep research in a specific area where we're looking at changing the business model and they just talked with us about the particular conundrum and walked us through, this is what they've seen in their research and this is what's emerging in emerging research right now and that opened the eyes to many of the directors who just either didn't come from industry or were retired and don't get to have that dialogue on a day-to-day basis. I think that's really what's required and then there's also making sure you're having a little bit more frequent contact with management when there are things that are very specific to the business.

Ralph Grayson: What I find very interesting at the moment is our coaching team are doing more and more work with NEDs as opposed to executives and there's a real trend here. I'd love to do some more statistical work around it. But more and more NEDs, I think, are now saying, "I need to look in the mirror to see where I can really lead and how I add most value in this really changing world." Any perceptions you've seen on just coaching as a tool that a board member can use to get the best out of themselves?

Dorothy Burwell: Yeah. I've had coaches in my life and most of the time what the coach is focusing on is how you show up as a leader. You're a different kind of leader when you're on the board. So developing a leadership skill that doesn't require you to check in daily, but encourages people to want to come to you is actually a new skill that you need to bring in.

That level of coaching is really useful in order for it to feel as if there's some demand for you, as opposed to you pushing and trying to get in the door. It's a very frustrating place for a lot of boards where they feel like they're not getting what they need to be able to be useful. So you need to cultivate that type of relationship.

Ralph Grayson: Fascinating. Let's bring that to life when it comes to that crisis management, which FGS are often called in a lot on. What changes when suddenly there's an activist or an event has happened which means the board is thinking not just about its future strategy, but either its legitimacy or its action at this particular moment in point.

Dorothy Burwell: Yeah, so when I think about accountability versus legitimacy. The board is accountable to a very wide aperture or list of stakeholders and a lot of times it comes through the activist lens because someone who isn't a classic shareholder has decided to get a share in a business or a set of shares in the business in order to make sure that their list of issues is able to come to the fore and that can turn into activism. And we've seen a lot of this where climate activists will get shares in a business in order to make sure that they can put forward proposals to make sure that you are not polluting the water, et cetera.

That means you as a board member, that they could use that tool to say, we're going to vote off the head of this committee, are going to vote off this other person. So as a board member, what I'm thinking in the back of my mind and when I'm reading my papers is how are we addressing these issues? And one, you need to know that those issues are going to come up. And two if you don't know that those issues are going to come up, you need to know how to work with management to be able to address them before it ends up on the AGM floor. So I do think that makes board members have to be a, little bit more up to speed on fringe issues that don't necessarily hit the balance sheet and the P&L.

Ralph Grayson: So that's the event driven side. Let's just turn that more proactively. What's the FGS playbook or your advice to a board in terms of its reputational management of identifying with particular issues, how you align mission and purpose with statement in the media or in the press?

Dorothy Burwell: Yeah, so the board isn't the mouthpiece of the organisation and it shouldn't be. But we do need to make sure that what the CEO says is actually backed up with the process that's actually happening in the business and we need to pay attention to that. We need to be alive to it and more than just when we get to the annual report, but actually throughout the year.

I think the other thing is to think about where it is that you're actually able to engage in between. So not in the live scenario, but beforehand in order to be able to manage that and manage the reputation of the business to avoid it. So some people may have great government connections because of the virtue of their past incarnations. You'll be able to leverage those. But in a crisis scenario, you'll need to be able to pull on those relationships and pull on all those strings in order to make sure that the business comes out the other side with minimal damage.

Ralph Grayson: So just before we leave the activist discussion I'm fascinated to know when does FGS typically get mandated? Is there an FGS playbook insofar as you can protect confidentiality? Are there a couple of case studies you might just talk about?

Dorothy Burwell: Sure I'll talk about a couple that are public knowledge that they'll make it easy. I think the first thing is not activists, every activist, comes across or shaped in the same. Let's take contentious votes. So let's broaden the aperture, not just a activist campaign, but when we're actually helping a board, when they're dealing with potential no votes or alternative proposals.

Tesla is one big example that we had last year. There was a lot of controversy around Elon Musk pay that actually turned into a lot of proposals and a lot of recommendations to vote against the director specifically, as well as many other things. And so with us getting involved, a lot of what we did was look at how do we actually need to get to the voters, but also what does the board need to do in order to deal with the various stakeholders? So we're trying to minimise the amount of blow back that we're getting publicly from various counter voices. We're making sure that the shareholders have actually met the board members, looked in the whites of their eyes, and the board members importantly know what to say to reassure them that they've got their hands on the wheel.

We're also thinking about, okay, what's the composition of the shareholder base? It's not just institutions. In Tesla's case, they actually had a lot of individual shareholders, which are historically very difficult to get. That's a big change from what we're used to and we'll probably see a little bit more of this coming to the UK where you're going out to retail and it's designing a campaign that's very targeted that to get to shareholder A, B, and C, wherever they are. So it's a very concerted effort and communications effort to convince people to vote for things that they may not actually be on their radar day to day.

So I think it's changed a lot the way that we think about how activism can play out in the public. Also, I think the other thing is that activists have gotten smart and they don't just come and put forward proposals, they actually get your shareholders on side. So a lot of what we do is actually pre getting to an AGM or an EGM, how do we actually support the chair or support the individual board directors in making sure that they actually can take command of shareholder meetings and not just leave it over to the management team because ultimately the vote is about them. The vote isn't necessarily for the COO or someone else who might be sitting alongside you.

Ralph Grayson: So interesting. So investment trusts, we've seen a lot of activist influence there in what has been traditionally a very staid environment and where I think most people I know who've joined the board of an investment trust haven't quite expected suddenly see an activist on the share register is a and that's got a particular reference to now engagement with retail investors.

Is there something there in, in the FGS playbook that would address some of those issues?

Dorothy Burwell: I think it'll be very similar in the investment trust space. They've been in their unfortunate position in that the entire segment has been undervalued. So that's what's made them vulnerable. I think that the one thing that we have said is that we need to make sure that we can keep things out of the public. We had another big notable activist in the US in which the playbook that we use there is very useful and that was with Southwest. A lot of times the activists want something that you can deal with behind the scenes. And so how do you actually deal with your external stakeholders and come up with a plan for them while actually dealing with the substance so that you actually don't actually get to vote in the end? And that's how we dealt with it in that case where they originally said they wanted to remove the CEO, they wanted to remove the chair, they wanted to remove several of the board directors. We were able to get to a good outcome in which the majority of the board members stayed on the board. They kept the power seats on the board. The committee chairmanships, the chairmanship of the board, and the CEO kept their seat as well, because we were able to work with them around the negotiations and buy them some time to get to a place that was best for all parties.

Ralph Grayson: Were there signals in the BP AGM in terms of the number of people who voted against the appointment of the chair that should have raised flags to see what then happened in terms of the replacement of the chair and other examples in perhaps in that case study that you might take to your clients at FGS and say, you can learn from this.

Dorothy Burwell: Yeah, in that particular case, I think it's more than a shareholder issue. I think that's it's the votes I think are probably slightly divorced from the reason why the chair was removed in that particular situation. So I think yes, you need to pay attention to the votes, you need to have a plan for that. But having not been in the board seat, I think you also need to pay attention to what the reputation is of board members when they have frequent interactions internally. All of those things really come into play. So it's a multifaceted issue.

Ralph Grayson: So let's just try and pull all this together then. So a couple of quick summaries, so what behaviours do you see that are limiting board effectiveness today?

Dorothy Burwell: I think that's poor information flow is the preeminent thing and I don't know just mean that the learning piece but what they're actually surfacing from management means that they just can't act quickly enough.

Ralph Grayson: And the key signs that you see that show the difference between an adaptive board and a board that's losing its relevance.

Dorothy Burwell: The key attributes are all the willingness to learn and unlearn.

Ralph Grayson: Great advice, and everybody says, if we were starting, we wouldn't start from where we are today. But if you could redesign board governance or do one thing that you think would reflect the future rather than the past.

Dorothy Burwell: It would be how we actually review information. I would spend a probably a little bit less time trying to triage the past and a bit more time speaking about what we're planning for the future.

Ralph Grayson: Super. That has been so fascinating. So many other things we could talk about. If you've picqued listeners interests and they either feel that they need some help from FGS or they'd like to keep following some of your comments or commentary or other thought pieces that we touched on earlier. How do they follow FGS? How do they follow you?

Dorothy Burwell: Yep. So you can follow us at fgs global.com. We're also on LinkedIn just like everyone else. I'm Dorothy Burwell. You can als also find me there.

Ralph Grayson: Super. Dorothy, thank you so much for your time. It's been fascinating.

Dorothy Burwell: Ralph, thank you for having me again.

Ralph Grayson: I hope that you've enjoyed listening to this podcast and have found it helpful when thinking about how to approach your own path to the boardroom. If you would like to push this a little bit further, Sainty Hird runs a bespoke one to one programme designed specifically to this end. For more information, please visit our website saintyhird.com, follow us on LinkedIn, and subscribe to the Boardroom Path to receive new episodes. Thank you for listening.