Simon Terry

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Governance is a Leadership Conversation

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Governance best practice requires a vibrant conversation that shares the diverse insights & experience of directors so that organisations can make better decisions. We need to focus as much on the quality of the conversations and the networks of the directors as we do their experience and expertise.

Directors are chosen for their experience, insights and expertise. The role of a director participating in a governance process is to bring their personal capabilities to bear helping the management of the organisation to make better decisions. However, experience, insights and expertise will go to waste if the directors are not part of an effective conversation and if their networks are not keeping them up to date.

Focus on the conversation at board level

A vibrant conversation is one with rich and relevant contributions from all parties. A vibrant conversation is engaging because it is an exercise in joint learning. Directors and management working together to understand how best to proceed leveraging their collective insights and experience. Both the chair and management need to help facilitate this process of learning and encourage an engaging and effective conversation.

If a board conversation is predictable, agenda driven, runs to only the papers or dominated by a few voices, particularly those of management or a chair, then there is a good chance that the governance process is failing. Disrupting a comfortable board to improve its function takes leadership, tact and courage.

Questions matter as much as expertise. Questions are also a powerful source of disruption to patterned thinking. While a director brings expertise, that capability is more engagingly used to frame provocative questions for the board and management to consider. Great questions prompt reflection, draw out new perspectives and can change the understanding of all involved in the conversation. Well framed questions respect others ability to contribute and to learn.

Questions also highlight the potential of conflict to frame and define an issue. If everyone is in agreement all the time, then nobody is required around the table. The role of a governance process is to interrupt this experience with relevant pushback. One of the benefits of a diversity in a governance process is it is more likely to surface other relevant questions and perspectives to be considered.

The learning nature of any governance conversation should extend to the effectiveness of the conversation. Double-loop learning that looks at the process as well as the content accelerates effectiveness. The best question to finish any discussion at board level should be “How can we have a better conversation next time?”

Broaden the Conversation with Networks

The second way to improve the governance process is to broaden the inputs to the conversation at board level. The networks of the directors and other stakeholders around the organisation can be a critical source of other views and considerations.

If a board is considering a highly technical issue, they may well reach out to engage experts, peers or friends who has deeper expertise in that area. Board processes should encourage this leverage of the networks around directors and the organisation as a regular exercise. In our rapidly changing networked era, the networks from which directors may gather insights can stretch globally mediated by technology. Leveraging and improving this flow of knowledge will help directors and organisations stay current on latest thinking and also diversify their thinking. Being well networked as a director is an antidote to disruption.

Stakeholders around an organisation are also an important network for directors to consider in the governance process.  How often do directors engage with customers, suppliers, communities and other key stakeholders of the organisation? Do directors have access to critical information from these conversation?  For example, reading verbatim customer complaints can be a rich source of insight for a board that is not captured in metrics of customer satisfaction. Stakeholder engagement also creates new awareness of accountabilities that can be critical to improving performance in an organisation.

Governance is a Leadership Conversation

Playing a governance role should not be easy or risk free. All participants in a governance process need to be helping make conversations more effective for the organisation. Governance is a leadership role and as leaders boards need to consider the effectiveness of their conversations and the value of their networks.


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