Subscribe
Share
Share
Embed
Board Governance Best Practices and Stories/Experiences Shared
Matt Fullbrook: [00:00:01] There's no consensus on what corporate governance is, whether there's any causal relationship between governance and financial performance, whether CEOs matter or director independence, etc. There's all this dogma out there that I had helped to perpetuate that's not rooted in any evidence.
Munir Haque: [00:00:24] 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: [00:00:58] In today's episode, we have Mr. Matt Fullbrook. Matt is one of the most recognizable and respected voices in North American corporate governance. Bringing 23 years of experience to more than 300 boardrooms, ranging from local non-profits to global corporations. As the creator of the One Minute Governance podcast and the Ground-Up Governance platform, Matt has created a massive library of practical insights to master boardroom challenges. Matt serves as an Executive in Residence at the Rotman School of Management, University of Toronto, where he has shaped the future of governance for the past two decades. He is currently the Academic Director of the Rotman ICD program, Working Effectively with Your Board, a program for senior executives. In addition to his governance work, Matt is a professional bass player with the KC Roberts & the Live Revolution, a touring band that has seven studio albums. Welcome to the show, Matt.
Matt Fullbrook: [00:02:02] Thanks for having me, Munir.
Munir Haque: [00:02:03] A lot of things that many of our other guests have talked about that are changing standards or the trend, but I think where I'd like to get to with you is pushing that a little bit, and seeing if you can challenge any of that. Interesting enough, whether or not that's something that you're even challenging yourself, having been in the industry for 23 years. Whether now you're challenging stuff that you were forcing down the throat of your clients and your students over the last umpteen years. Are you starting to rethink some of that stuff?
Matt Fullbrook: [00:02:37] The short answer is absolutely. The most embarrassing illustration of what you're talking about is, and I say embarrassing but I'm a pretty shame-free person so I don't actually feel embarrassed, but objectively it's kind of embarrassing that I came out of that long stretch studying and talking about and educating people on governance. If you'd asked me three years ago, you've got this job in corporate governance, what is that? I wouldn't have had a really useful answer. I certainly wouldn't have had a really useful answer about what I thought 'good' looked like. I would have given the usual, it's about structures and processes and practices and so on. Forgetting the fact that governance is a thing that people actually do and forgetting the fact of, what is that exactly? What's the difference between doing it really well and not doing it so well? It was that realization that I was really struggling to describe, for lack of a better word, my life's work that made me go, I wonder what I'm missing here. When you start digging a little bit deeper, you realize that corporate governance in the management literature is one of the most studied topics. Of the tens of thousands of academic papers, I'm using academic papers just as an illustration here. There's no consensus on what corporate governance is, whether there's any causal relationship between governance and financial performance, whether CEOs matter or director independence etc. There's all this dogma out there that I had helped to perpetuate that's not rooted in any evidence. I've been on this journey to try to, at least for myself, develop a set of definitions and concepts and stuff to try that's actually rooted in something that I believe in, instead of something that's generically embraced, despite the fact that we can't support it.
Munir Haque: [00:04:47] You said that you're trying things, so how do you report back on that and figure out if it's working?
Matt Fullbrook: [00:04:54] I'm going to struggle to answer that second piece, because figuring out if it's working is more abstract than it sounds, but I will come back to it in a second. Yes, I do use clients as guinea pigs, and I use conference participants as guinea pigs and classrooms and so on. But I'm doing it with a little bit of additional confidence now, because when I started to think about what I believe governance is, it started with a process of exclusions. If we say, we all know instinctively that governance and operations are separate. So what's operations? Operations to me is doing stuff, we're in an organization doing stuff. Compliance isn't governance. If compliance is the rule following part, what are we left with? To me, the thing that we're left with is decision making. Thankfully when I landed in this world of, governance is roughly equivalent to decision making in corporations. Now we've got all this great science about the way that human beings and groups of human beings make decisions, and especially how we screw up decisions. In a way, yes I'm doing some experimentation in boardrooms and my clients and the other people who pay attention to what I'm doing are guinea pigs in a sense, but I'm doing that work with the rigorous support of a really robust scientific literature. I don't have to come in and say, this is just some weird jerk coming in and trying to convince you of something. You can say, here's why we're trying this, here's what the intended result is or should be, and here's how we might consider how to measure whether we accomplished it or not. On the one hand, yes I'm experimenting. On the other hand, I'm building on the work of many people who've done great experimentation before me.
Munir Haque: [00:06:52] Recently I was talking to a potential guest on the show about getting on here, talking about how it's a podcast on governance. They're like, wait a second, I don't like governance. I'm a serial entrepreneur, I like the ability to move in whatever direction that I want to. Essentially treated it as a four letter word, and didn't want to talk about it. Reasonably, this person had their own level of personal governance on how they made decisions. But as you said, the word 'governance' carries some baggage with it, depending on who you are. The more I get into it, the more you see that it's reasonable to think that you should be governed by good governance, but some people think that there's no such thing. That it's that ability to be spontaneous, that that takes away from you.
Matt Fullbrook: [00:07:53] I remember now that you mention it, one of the earliest sets of experiences that caused me to start talking about governance in a new way. This was before I had a definition, similar conversations to what you're describing. Where you meet entrepreneurs or business owners who will say things like, I don't want governance. There was something that felt weird about that statement to me. I wonder, is it possible not to have governance? It doesn't feel right, but I don't know how to explain why. I remember them saying, to me governance feels like it's associated with, everything gets slow and bureaucratic, it costs more, and most importantly, I lose some control. I was like, what they're talking about is boards. That's what they're talking about, they're not talking about some broader idea of what governance is. I would think, governance is an act that boards do, sure. But boards and governance aren't the same thing. That, exactly what you're describing, is a part of that journey that caused me to get here. This is a great illustration of why I like saying, governance is just people in corporations making decisions. We could say to them, you make decisions. However you choose to do it, you're making decisions, governance is there. Aren't we interested in increasing the probability that we might have good decisions? What are the things that we might do to get there? It's positioning governance in a world that is more relatable and also good for people like us in the industrial complex. It's unavoidable, it's happening whether you want it to or not. No one can make an argument, I don't want governance, because it's the same as saying I don't want decisions.
Munir Haque: [00:09:53] To what you were saying about some of the clients, or some people you've talked about, where they're talking about how they'll see a board as a bottleneck. Depending on the size of the organization, the bottleneck actually may be sitting at the top anyways. The person who's the CEO or the president of the company, all decisions lie on that one person. Depending on the personality type, it might take a long time doing it. Whereas there's an ability through boards, whether that's a board of directors or a board of advisors or a leadership board, to help spread out some of that weight and loosen up that bottleneck a bit.
Matt Fullbrook: [00:10:37] I think you're zeroing in on an area where there's a lot of really important insights. For example, one of the things that groups of people really do a bad job at, or individuals too, when we have consequential decisions to make is, we settle really early on a potential solution. Sometimes even before we've taken the appropriate amount of time to define the problem, we settle on a solution, we evaluate that solution and we go or don't go. There's some interesting evidence to suggest, even if you consider two paths, you've got a significantly higher probability of having a good result. If you consider more than two, it's even better. One of the shortcuts to considering multiple paths, or multiple solutions to a problem, or multiple opportunities is to have more people at hand with diverse perspectives, potentially even divergent perspectives, to be really interested in figuring out how to make sure that they feel like they can express themselves. Yes, that might feel slow, it might feel difficult, it might be a little bit more expensive, and it definitely increases the probability of a good result. There's trade-offs, no matter which way you do it. For some business owners they might say, I don't care, I just want to move fast, I don't want anyone in my way. That's what feels good to me and succeed or fail, I'm cool with it. Fine, but at least accept the fact that you're making that choice intentionally instead of just doing it because 'that's the way I've always done it'.
Munir Haque: [00:12:15] During our pre-interview, we talked a little bit about diversity on boards. Is this something that your opinion has changed over time? The typical perspective is that it's a good thing, it's done because you think there is a moral reason to do it. Has your perspective changed over time on this?
Matt Fullbrook: [00:12:36] I promise I'll answer the question, but I'm going to explain upfront that it's hard for me to reflect back and remember how I might have felt before. I'm going to take a high confidence guess about what I would have said to you 15 years ago if you'd asked me about board diversity. Which is to say, of course we want that. What might be more important is, we need to make sure that we have the skill set we need, and we need independence, and we need whatever other things that are measurable and defensible. Then we can overlay diversity on that because it's important. I reject that whole argument now for a bunch of reasons. One is what I mentioned a second ago, which is, having diverse and divergent perspectives in the room increases the probability that you've got better inputs into your decisions. One really useful hack to having diverse and divergent perspectives at hand is to have people who look different from each other, just as an example. It's a really easy shortcut, and we know both scientifically and practically that it enhances decision making. Then the other flaw in what I think I would have told you 15 years ago, is that it places merit or skill and diversity at opposite ends of some continuum, which they aren't.
Matt Fullbrook: [00:14:05] They're not even on the same scale. It's absolutely a 'both and' situation. Yes, we must have the skill and experience and personality and industry knowledge and so on that we need, and we must have diversity. Instead of thinking of them as mutually exclusive, let's have both and insist on both because we need the diversity for the decision making, because we need the expertise for decision making. My opinion, and this is based on experience rather than science, is when you put this merit thing first, let's pass our selection through the filter of merit first, especially if you're working with a search firm or whatever, you're going to get your higher probability of getting the old white dudes. Instead, let's do the diversity thing first. Let's get the diversity first, and then add the merit layer afterwards, and then we get both. Instead of starting with a non-diverse slate and then filtering. I don't know if I'm even getting at the substance of your question, you can ask it again if I'm not.
Munir Haque: [00:15:22] It's kind of interesting because as you're going through what I'm thinking, often nomination committees will use something like a skills matrix and they'll use a weighted scale. I'm picturing putting it all on the same matrix. How can you put a wait on diversity? If you're putting a wait on diversity, you might be choosing one minority or diverse characteristic over another. I actually like the idea of separating it, and it's about order.
Matt Fullbrook: [00:15:58] That's it. You're absolutely right, of course, that unavoidable challenges of representative approaches to designing boards, or executive teams for that matter. Unless you have a board of 10,000 people, there's no way to have every intersectional characteristic represented at the same time. We have to abandon that as the objective, because it can't be accomplished. Instead, ask more sophisticated questions and say, we've got these precious ten seats, or however many it is. What are the considerations we want to put on the table to increase the probability that we get what we want? We can't sit there saying, we've got one of these, therefore we need two of these. You just say, it's never going to be perfect. What are the questions we want to ask each other? Again, we're just talking about increasing the probability that we get what we want. It's extremely difficult when we get hung up on perfect representation because we're getting hung up on something that's impossible.
Munir Haque: [00:17:05] Fair enough. A former boss of mine, he wasn't talking about boards, he was talking about partnerships. He always said that if you have a partner that thinks the same way as you do, you don't need that person. You need somebody who thinks differently, that they're the people that will challenge you. I've used what you had said with clients myself, who are contemplating getting into putting together a board or board of advisors. Where I tell them that with a board, whether it's visors or directors, if it's diverse you've got more connection back into the community. If you're looking for specific intelligence to grow your company, you've got maybe a group of seven people that'll help expand your reach into the community and start looking for that kind of stuff.
Munir Haque: [00:17:52] In the notes that I had to ask you, in my questions, I have the downside of failure. The good side of failure is that you come out of it stronger, but the downside is that you overreact and you get overregulated and you've been burnt and you don't want to go back that route. You started moving into one of the other things that I think you might have a lot of good insight to. I think I told you, I just recently interviewed Bryan Hayward, who's the author of The Great Chair. That looks specifically at one position, the chair. What you're saying right now, you alluded to, what can I do, as a single board member, better at the table? How do I improve myself, how does governance start with the individual? Have you been doing some work on this and do you have some useful tips for our listeners?
Matt Fullbrook: [00:18:58] Thanks for asking. It's a relatively recent realization for me, that the closer I got to a concept of good governance that I like, and I don't know if anyone will end up being able to see this, but I have on the board over my left shoulder here, it says 'intentionally cultivate effective conditions'. My preferred definition of good governance is intentionally cultivating effective conditions for making decisions. The difference between good and not good is, we're trying to understand the conditions that might affect this decision. We are trying to be intentional about cultivating those conditions in promotion of doing this, this decision making thing, well. One of the cool things that happen there, especially as we try to understand and visualize this amazing breadth of conditions that affect us when we're making decisions that range from all the normal stuff we talk about in boardrooms like skill and agendas and information, all the way through to the physical space and the light and temperature and caffeine and food and moods. All that stuff, it all affects us and not in a trivial way. There's this real risk that will invest tons of uncountable time and money into the information flow between board and management, and then walk in the room and the lighting will cause us to make a different choice than we would have if it was different. Again, it feels trivial and it's not. I'm not trying to say that good governance is equal to getting the lights right, but I am saying we need to be conscious of the conditions that affect our decisions and try to use them to our advantage.
Matt Fullbrook: [00:20:50] What this does for the individual, to get to your point, is I can walk in the room or before a board meeting and I might ask myself, we've got this piece on the agenda, whose perspective would I really like at this meeting? Maybe I'll give them a call and say, I've been thinking about this and I wonder if this is something I can do. Or, I noticed that Munir, every time he talks he's brilliant and he doesn't talk very much. Maybe I'll ask him, what might make him feel more comfortable expressing himself? It might be just, the timing of the day is really weird for me, or I'm always really sleepy. I don't know, and I might say, maybe I could bring you my special homemade Red Bull or whatever it is. All these things matter and it's me taking good governance into my own hands. It can be as simple as, I notice you're getting frustrated right now. I think I'd better say something to short circuit this. Or, I noticed that someone over on the other side of the table is constantly putting on more layers, I wonder if maybe the room's a bit too cold. All these things actually have a consequential effect on our decision making as a group, and the power is in my hands to be intentional about them.
Munir Haque: [00:22:13] When you're coaching or working with boards, how do you bring that up with them? Do you talk to them as a group? Do you talk to them individually? Do you work only with the chair? All the above?
Matt Fullbrook: [00:22:27] I think the answer is all the above, but I'll tell you what's preferred. It's to have as many people in the room as possible who are interacting with each other and have a voice in this system. Usually that ends up being the board and the senior executive team, the executives who have interaction with the board on a regular basis. But in some cases, it'll go one step out. If there's an important shareholder who tends to have a voice in this kind of thing, which wouldn't be normal in big listed companies, but it would be normal in a family business, then maybe they're going to be in the room. We may sometimes have really important community members if that's relevant, or we may have employees who run important segments of the business whose work is really relevant to the stuff that we're deciding on. The more people we have who have a direct influence on the decisions that we're making, if we condition everybody to realize all these different things are going to affect our decisions, some of them very complex, some of them very simple, some of them normal, and some of them seemingly kooky, that all of them matter.
Matt Fullbrook: [00:23:45] Let's all, first of all, understand that that's the case. Then second of all, start asking ourselves, and asking each other and building some alignment around some of the things that we might want to try. We can think back on, remember the last time we had a conversation about this very big deal thing? We came out of it, we thought we'd done a pretty good job, but it turns out that we really missed some stuff. Now that we realize how much influence we have over these conditions, what might we try differently next time? Who should be involved and who might own that and how can we as individuals intervene if we see things that aren't really working very well? How do we make sure people feel safe intervening? All these things matter. This is a long way of saying, I think as many people as possible, but even sometimes coaching one on one can be really helpful and especially, to go into Bryan's world, the chairs and CEOs. Because they're the ones who have the most obvious permission to do these things.
Munir Haque: [00:24:49] In terms of permission, do you see any tactics that are being used in the boards that are coming from the center to help promote that dialog and permission for everybody to participate?
Matt Fullbrook: [00:25:01] The short answer is yes, I do see it. The longer answer is, you've seen this and I've seen it, that a lot of the time the attempts to try to build permission are related to the work that organizations are doing on things like psychological safety and inclusion and so on. There's an increased probability, sadly, that when we're talking about things like inclusion, that it gets framed in ways that people find uncomfortable. Or, that it gets framed in ways where we point out people's failures. Instead of saying, here are some things we might try. An example of something that I've been trying with some of the boards I've been working with, and even in classrooms too, is I'll say, let's think of some scales or spectrums where at each end are roughly mutually exclusive preferences. At one end maybe we'll have, I have a strong preference to see every granular detail, versus I have a strong preference to see just high level summaries. We get people to place themselves along that spectrum. Even better if it's a digital thing so that people can be anonymous. What you find, no matter what mutually exclusive things you do like spontaneity versus predictability or private reflection versus open discussion, there's a distribution across the scale.
Matt Fullbrook: [00:26:35] It's not that people all want the same things, it's that we have varied preferences. It's unlikely, if I'm a chair or a CEO or whoever is influencing the way that this meeting happens, that we're going to have conditions where the people who want spontaneity and the people who want predictability feel really good simultaneously. It starts with saying, let's visualize where we're at. Let's see the variety of preferences so that now that we've seen it and proven to ourselves that we feel better under different conditions from each other, that we can take that into consideration in the way that we do this work together. To say out loud, this is going to be a really structured, predictable, granular thing for the next half hour. We know that spontaneous people are going to hate this. We're sorry, but that's what we really need to do. We've also got another section where we're designing this to be a little bit more spontaneous so that you feel included too. I'm getting back to this permission thing, as we're trying to understand where people will feel the most engaged and designing the experience so that everybody gets opportunities.
Munir Haque: [00:27:49] What I've used sometimes is, you just stop the discussion and you have everybody put their ideas down on paper. It gets the people who aren't more introverted into a format that they're more comfortable with. Then when you're asking them about it, they've got something to reference back to while they're talking. It's a little bit less spontaneous, but it puts them more at an even playing field with the other people at the table. I haven't actually done that with boards. I've done it with leadership teams and stuff like that, but not necessarily with boards.
Matt Fullbrook: [00:28:21] You've just zeroed in on something. Which is, there's so many great interventions like what you just described. One that I can't believe never happens in boardrooms, and it never does, is small group discussions. We know that it works, and it just doesn't happen in boardrooms. Same with all kinds of different things that we have deployed throughout organizations that failed to cross the threshold into the boardroom. I think that's a really serious error. Boards are constrained by more challenges than most groups in organizations because they've got more time scarcity, more information asymmetry, more consequential decisions, etc. We should be deploying all the hacks we can. For some reason none of these get tried in boardrooms. That's another thing that I'm trying to help boards and executives realize. Board meetings are actually really appropriate places for these types of things, exactly like what you're describing. I'm not saying you've avoided trying them with boards, but there's no reason why it wouldn't work in a boardroom.
Munir Haque: [00:29:35] I think one of the hesitations sometimes is that these are all leaders of industry. They've been through it for a long time, you don't want to make them feel like you're treating them like children.
Matt Fullbrook: [00:29:46] It's a really interesting comment. I got that comment this morning, I won't say where from. I was trying to explain how important it is to start a conversation with shared definitions, like what we were talking about earlier, so that they know what I mean when I'm saying governance, and they know what I mean when I'm saying good governance so at least it's established. Someone said, I like what you're saying and I'm worried that the people in the room will find this a little remedial. I said, fair enough they might, but in my experience it's relieving. We've all spent so much time doing this, and most of the interventions that the corporate governance industrial complex have pushed out into the world haven't actually solved the problems we've been complaining about for the last 25 years. I believe that an important part of that stasis, I'm being polite again, the reason why things haven't changed is because we don't actually understand or we haven't clearly defined the problem. I'm not saying you should believe that governance is what I'm saying it is, but if we're in the world of decision making then at least we've got some very useful, scientifically driven, practical, easy, inexpensive interventions that are literally designed to help us. If what it takes is a bit of, let's go back to square one and define the thing. I'm honestly not that worried if some really experienced corporate bigwigs say, this feels remedial to me. I'll say, great but bear with me for a second. Just because I think it's really important for you to understand what I'm talking about.
Munir Haque: [00:31:38] That's good advice, and as I said, it relieves some people, but puts everybody on an even playing field of understanding and baselines it, so to speak. A couple of things that I did want to talk to you about, and mainly it's because I wanted to bring some of your past or some of your other work into it, was talking about how meetings are run. I want to talk a little bit about Robert's Rules and whether that had any influence on the name of your band.
Matt Fullbrook: [00:32:15] The short answer is KC is a real guy. KC Roberts is a real guy and he's my friend, we grew up together. In fact, as we've been on this podcast I missed a call from him, so there's no governance connection there. It is interesting, I have become really interested in trying to find the most useful ways for my musical life and my governance life to support each other. I don't mean financially, I mean what is it about what I learn and am good at musically that might empower me to be more useful to the consumers of my governance stuff? I haven't figured out the answers yet, but it has been a really important journey. Because frankly nobody's like, I don't care about music. Every single person I've brought this up to says, that's really interesting, tell me some of the things you've tried. Or, have you ever thought about A, B or C? Or, have you ever watched this video, or whatever it is. It opens up this whole new world of potential synergy or synthesis or whatever the right word is, where I can better understand how to deploy the totality of my skill set. But if you're looking for answers, I don't have any yet.
Munir Haque: [00:33:36] It takes me back to elementary school days, where I had a teacher that was musically inclined, they would put stuff to music. I still recall some of the songs to memorize what the constellations are because we had somebody who just put it to music. So if you're teaching people the Robert's Rules, maybe you can write a song about it. That's easy enough.
Matt Fullbrook: [00:34:01] Do you teach people Robert's Rules?
Munir Haque: [00:34:02] No, I don't.
Matt Fullbrook: [00:34:05] I don't actually know very much about Robert's Rules. I know the trappings of it, the motions and so on. I don't think I've ever seen it deployed in a way that made me go, I'm really glad we did that.
Munir Haque: [00:34:20] I think it's one of these things that gives you a baseline of how to run a meeting, or how to have those conversations in a meeting, how your motions are made. I was recently talking to a colleague who just joined a community board, and they had never been through that. The fact that motions had to be made, there had to be a seconder to it, that was all new to them. But for people who sit on boards, that's what you live and breathe. Robert's Rules, it gives somebody a little bit of light reading to do before they get into their first meeting.
Matt Fullbrook: [00:34:58] What's interesting about what you just described is, I couldn't picture myself as that, your colleague that you mentioned, having sort of a blank slate. I'm not 100% sure how to do this but let's figure out, what are the things we need to accomplish? We need to get perspectives on the table, we need to define what it means to agree or get consensus, whatever that's going to mean to us, and so on. If we didn't have Robert's Rules, we'd have this delightful opportunity to design something that's going to work for us. Who knows what we might come up with? Who knows what kind of great stuff we might come up with? My understanding of Robert's Rules is that they were designed for a parliamentary environment, which is inherently adversarial, which is not a very good analog for a board. I'm saying this from ignorance, so my comments may be very right on the nose or they might be useless.
Munir Haque: [00:35:55] Honestly, I don't know them inside and out. I've been on different boards that use the process but differently. Often with a lot of things with governance decision making, it's sometimes about consistency. As long as those rules become your rules for making decisions, and as long as there's room for debate. In some instances, I've seen that the debate happens before the motion is made. Sometimes it's made after the first motion, and then you have the debate and then you get the second motion. As long as there's an opportunity to have that debate and move forward through a decision.
Matt Fullbrook: [00:36:36] I like what you're saying. As long as we're not accidentally confusing compliance and governance, confusing rule following. We're following Robert's rules, therefore we did governance. No, you did compliance but somewhere we have to do the governance part too.
Munir Haque: [00:36:55] The decision making. The worst is when you come out of a meeting and it's like, what was the decision? We don't understand. The idea behind articulating it until you get it right, and then moving it forward. Moving back a little bit to how corporate governance is covered in mainstream media, I'm not sure if you're the right person to talk to, but I've always wanted to talk about the TV show and HBO, Succession. How realistic is that in terms of, in this one when Brian Cox's character runs a media empire. He runs it, it seems, like a very small family business but there's a lot of people sitting around the boardroom table who aren't family. There's a lot of politics going on behind the background. In your experience, have you watched the show?
Matt Fullbrook: [00:37:52] I have seen the show, although my memory for details is going to be limited. If you ask me about very specific events in the show, I probably won't remember. I think the substance to your question is really interesting because there are parts of it, of course, that are realistic. In the sense that when you have a very successful, very high powered, very wealthy cult of personality type, all of us have the temptation to either comply with their will, or not question them too hard, or to rebel against it aggressively just by gut. We all have these compulsions. That's true, and you probably have met people like this too. Where you find yourself in a family business, big or small, especially if it's a founder, this is someone who's been so successful. Whether they're hostile and cruel like Succession, or whether they're just a benign factor that happened to start the thing and be successful. It's hard to tell them no, and that's fair. But sometimes you meet those people where they're like, I really wish people would disagree with me more because I'm feeling really alone here. I remember having a conversation with a business owner, this was a long time ago, more than ten years ago. I said, I've got a whole bunch of independent directors now, and I don't know what independence is supposed to mean, because none of them have the guts to disagree with me.
Matt Fullbrook: [00:39:35] You know who does? My wife. I make sure that she's in the room so she can tell me when I'm full of it. On paper, we'd look at that and say, the wife clearly has a conflict of interest, and it's true. Also, independents aren't guaranteed to know how to disagree or to have the wherewithal to stand up to someone that's that authoritative, even just by virtue of their success. That part of it, I think, is really realistic. The part that's never realistic about boardrooms in media or in entertainment, is that they're not nearly that sexy. I'm not saying board meetings have to be boring. In fact, I really wish we were intentionally making them more fun and interesting. But they're not that sexy. The intrigue is really limited, and there's a lot of formality that has to be done. Once all the compliance is taken care of, there's not a lot of space left for the cool stuff. Doing compliance is rarely sexy. The drama is, in my experience, pretty rare and pretty limited.
Munir Haque: [00:40:47] If it isn't sexy, then you're doing it wrong.
Matt Fullbrook: [00:40:52] I wish that were true, though. If we go back to the decision making construct, fun and creativity affect decisions in really positive ways in a lot of cases. This pressure that we've put on organizations to turn board meetings into mostly compliance exercises has actually caused people to reject fun, in a way. They look at fun as being like, we're professionals, this is a boardroom, this isn't a place for fun. It's hard for us to realize that actually, fun might help. It might cause us to do our jobs better, even if it feels a little bit silly, it's probably good anyway. I'm saying fun as opposed to other kinds of drama. There could be sex appeal, too. I'm not sure. I'd be open to having a second conversation, trying to dream about how to make board meetings sexy.
Munir Haque: [00:41:58] Thanks a lot for humoring me on my questions about HBO shows and Robert's Rules. It's interesting, you already organically answered one of my next questions. Typically when I have a guest on who is an athlete I'll ask them about, how has that helped you in your governance life? That was what I was going to line up to end with is, how does being a musician or maybe even just being in a band influence what you do in governance?
Matt Fullbrook: [00:42:34] I'll tell you, there is something really important that I realized. Which is, being open about my musical life in my professional life has built some important and enduring friendships. Not just because everybody relates to music in some way, even people who don't really love consuming music. Which most people love consuming music, so that's a good starting point. Talking about being a musician, most people think that's kind of fun. A lot of people out there are musicians, a lot of people in the corporate world are musicians in some form or another. They might say, I'm not really a musician, I just practice six hours a day. That's a musician, man. There's a lot of people out there who you build meaningful relationships with through your creative life and your artistic life. Fundamentally, trust and relationships matter a lot. Not just for generating business, but for having opportunities to try to do the experiments or treating people like guinea pigs and that kind of thing that we talked about at the beginning. We're doing that through the lens of trust, and music helps to build that. By the way, if anybody doesn't know the chair of the Ontario Securities Commission who's a great friend of mine, Kev Cowan, is one of the great guitarist/songwriters in the corporate world. He's got a whole bunch of different projects, but definitely keep an eye open for Kev and what he's up to. Because right in the center of the corporate governance establishment is a really good musician.
Munir Haque: [00:44:20] It's been a great conversation with you today. Usually where I end this up is asking you, if there's some people who want to find out more about you, where can they find out about you?
Matt Fullbrook: [00:44:31] Best place is mattfullbrook.com. It's got everything from my consulting, to writing, to podcasting, to the band, to everything.
Munir Haque: [00:44:39] There you go. Thanks again for being here today. I enjoyed the conversation and I'm sure our listeners will, too. Thank you.
Matt Fullbrook: [00:44:47] Thank you.
Munir Haque: [00:44:48] 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 forums in the show notes. We've come full circle to conclude this episode of The Boardroom 180 podcast. Goodbye, and good governance.