Westlake Governance Limited is excited to announce our partnership with Australian firm Peakstone Global Pty Limited. Together we can provide even more comprehensive governance, risk and compliance solutions to our customers.

Welcome to my blog on Chairing the Board


Three things they don’t teach you at ‘Board Boot Camp’

Nobody’s born a director. We don’t grow into being a governor, the way we do with walking, talking, parenting and even, to some degree, making a success of a job. All of these are essentially skills we learn as individuals.

Becoming an effective director requires a range of technical, social and communication skills, where we learn to contribute as one of a group, rather than with individual authority.

When a new member joins your board, you want them to contribute as soon as possible. This is as true for a small for-purpose board as for a large, complex corporate enterprise. They need to understand, at least, their role and legal responsibilities as directors, the organisation they’re joining and the industry you operate in.

Over the years, though, I’ve realised that a few things – ways we approach the role – aren’t typically taught, but can make a huge difference to how well a director contributes and how effectively your board functions.

  1. From I to We

    • Governance differs from management in one vital respect: when you’re a member of a board, you do almost nothing as an individual, and everything as a collective. New board members are often surprised – sometimes even disillusioned – to discover that they have no power as individuals to make decisions for the organisation, to impose their own agenda or to instruct management. Working collectively, however, the board has all the powers it needs to do these things.

    • This may also have something to do with why the best CEOs don’t always transition to being the best directors or board chairs. After all, they’ve been used to exercising individual responsibility, often as the boss, for much of their career.

  2. From ‘What’ to ‘So What’ and ‘What If’

    • For many board, too much of our briefing pack typically comprise unprocessed data, granular financial tables and a level of detail that sucks us into the operational weeds: the more detail management provides, the more directors feel invited to dig one level deeper.

    • What we need is less ‘what’ and more ‘so, what’ and ‘what if …’. In other words, we need more analysis that tells us the implications rather than simply the facts: for example, what does this information mean for our strategy and our risks? This is where the board’s main focus should be, rather than spending more valuable time looking in depth at last month’s management reports.

    • The important follow up to these first two questions is ‘what next’: what should we do about it? The result of getting this right will be a board engaged in building the future organisation, rather than focusing on the present and the past – with board papers to match. After all, the future is the only place where we can add value and change things.

  3. From Cognitive Diversity to Collective Responsibility

    • The third item, that’s seldom highlighted, is the mind-shift that needs to occur at the moment we make a decision. Up to this point, we typically seek out a range of views, ‘cognitive diversity’ or different ways of thinking about a problem, with the aim of reaching the best consensus solution. After the debate, though, and from the moment the board decides an issue, all board members need to accept their collective responsibility – whether or not they personally have agreed with the decision.

    • Breaching this fundamental principle damages any board’s cohesion and credibilty;  for example, letting it be known that one didn’t agree, or undermining or trying to relitigate the decision at your next board meeting.

    • If you disagree strongly enough with the board’s decision, you have two choices: you can ask that the minutes record your dissenting view – and then get over it. However, if you really can’t accept or get over it – perhaps you see a legal, ethical or reputation risk that your colleagues don’t – then your only real option is to think about whether you should continue on that board, or whether to step away. It’s a big step, and not one to take lightly, but you always need to keep that option up your sleeve for such a moment.

On its own, each of these may seem a small point. Looking back, though, how I wish that some wiser, more experienced director had opened my eyes to them far earlier.

Finally today, a fourth point for any new board member (and some not so new):

  • Remember, it’s quality of your questions, not the length of your lectures, that will make the difference in the boardroom.