Let’s talk family enterprise explores global ideas, concepts and models that help family enterprise advisors better serve their family clients, brought to you by family enterprise Canada. All views Information and opinions expressed during this podcast are solely those of the individuals involved and do not necessarily represent those of family enterprise Canada.
Hello, and welcome to another episode of The let’s talk family enterprise podcast. My name is Steve Legler. And it’s great being your host again. today. We’re going to be talking about effective governance and how a board of directors can be part of how a family enterprise can achieve that. Our guest is Matt fullbrook, who is a corporate governance adviser researcher and educator based in Toronto. I got to know Matt a few years ago through an FEC event and I’m thrilled to have him here now as a guest. He wrote an intriguing article recently that caught my eye when he suggested that other kinds of boards had a thing or two they could learn from family business boards. Hmm, really? Well, we’ve got a lot to cover. So let’s say hi to our guest and kick things off. Matt fullbrook. Thanks for joining us. Today. Welcome to the let’s talk family enterprise podcast.
Thanks for having me, Steve.
I just realized I said that you wrote this article, but it was an interview with you. And I’m looking at it now and it says to make boards work better look to family enterprises, and then it has a question mark. So I guess the person who wrote this headline also was intrigued by this idea. How did this come up?
Yeah, it’s a really interesting sort of set of factors that influence each other when we think about governance. Just before I directly answer your question, I’ll share that my preferred definition of let’s say, generically, corporate governance or organizational governance or whatever term you’d like to use, is, it’s just the way that decisions get made inside an organization. So note that I didn’t use the word board. I didn’t use the word executive or process or structure or anything like that. And so what I believe family enterprise does really well although it’s sometimes by accident, is they find themselves in circumstances where they have to figure out okay, how are we going to make decisions, how are we going to work together as a family or with our staff or with our executives or whatever it is, how are we going to make good decisions together? And they find themselves improvising and they sometimes improvise their way into some really cool and quirky solutions that I think other types of organizations that might have more sort of compliance obligations or structural stuff might not ever dream of simply because they’re kind of trying to fit themselves into a box. And so I sometimes try to encourage those more compliance oriented organizations to think bigger and I can use some of the examples that I see in the family enterprise space as inspiration for them.
Very cool. So let’s actually, I think the word governance is a huge word in this space, and I think a lot of advisors, maybe they think they should talk about governance because it sounds so important, but I think that a lot of family businesses are almost like allergic to the word and they don’t like it. No, I love your idea of bringing it back to how decisions get made. And a lot of families have been forced to figure out how to do that. And they figure out a way that it works for their family. And it’s more of a, let’s say a bottom up thing, rather than a top down of let’s look at what we’re supposed to be doing. And now let’s build all the structure. Does that resonate?
Yeah, I think that almost everything you said resonated with me in that I do believe but in fact, the origin of that definition, the one that I prefer, and I’m not trying to sell you on it, Steve, you may like the definition or not, it’s just the one that I like to use. But the word the place that came from was because I’ve been speaking with so many entrepreneurs and business owners who would really recoil like you said, when I’d use the word governance, and I was thinking shoot, how do I destigmatize this for them a little bit because when I say it, what they think about is it’s going to be bureaucratic and slow. They think it’s going to cost me money. And the worst of all, they think it’s going to mean they lose some control which they hate. And I my perception of governance is that it’s happening whether you do it on purpose or not, right. It’s just a thing that happens in an organization. So I went I break it down to this is just the way that decisions get made. We’re kind of cutting out all the scary stuff. But you have to remember I haven’t started talking about what good governance looks like so that I haven’t gotten to the piece that I may want to push back on you a little bit is that I don’t think when I’m reflecting on it, that there’s a trend in the experiences that I’ve had where there’s a bottom up piece that definitely happens sometimes, but I think that the nature of this sort of improvisational approach that some family enterprise entities take towards governance is that sometimes you see a bottom up sometimes you see a top down sometimes you see middle out, it comes in all forms. And that’s kind of what I like about it is that the family enterprise kind of has this freedom to be creative, but maybe what they’re missing is the ambition or the context within which they can kind of think of it as governance because I think they feel that governance is a bit scary.
Okay, so I liked that because I talked about the bottom up but it’s not necessarily bottom up. It’s fit for purpose. It’s what we need. Now it’s more like you said the word improvisations will which is figuring out what we need next, as opposed to what does this book or this flowchart say that we’re supposed to have? So families are more used to that kind of operating as opposed to oh, we are some formal organization. And our board must be structured in this way and have all these bylaws, right? Okay. You mentioned her in that in that article I referred to and we’ll put a link to it in the shownotes. You mentioned the word counterprogramming. I know like you’re coming at this from an angle that’s different from what a lot of other people say or or what people expect from you. Can you just give us a little bit more background on that?
Yeah, so I think part of it and I’ll be candid, upfront part of it is that thing of trying to make a point by exaggerating a little bit it helps to stand out when you’re a bit exaggerated. And the exaggeration that I’m working toward is I really want to try to give organizations in general and we can focus in on family enterprise specifically in a moment. I want to give organizations in general and the leaders inside them a little bit more permission to reject the norm. So for example, when I say the word boardroom, you and I pictured the exact same thing, and I’ve been in about 250 boardrooms, and I promise you they look all of them exactly like what you and I are picturing right now. And it never occurs to people when they walk into a boardroom for the first or second or 1,000th Time to wonder is the layout of this room really optimized for us to make good decisions? And if it is great, but if it’s not, what are some other things we could try? And in fact, if I take that to an extreme, I might say, well, wouldn’t it make sense for the layout of the room to be completely different depending on what type of decision we might want to make? Or the phase during which we’re making that decision? At the beginning, maybe we want to have a plenary where we’re learning and when we get a little bit into it, maybe we want to break into small groups or dyads. So we can have smaller conversations and generate more ideas and then come back into a circle or a you or whatever it is. I think what I’m this counterprogramming that you talked about and this is a word that I got from a friend of mine, he referred to me as counterprogramming. I took it as the biggest compliment is I’m trying to help organizations to give themselves permission to do things differently all the time, right. It’d be we don’t have to have the agendas the same way every meeting. We don’t have to have the same people in the room at every meeting. We don’t have to have the presentations flow the same way or the room laid out the same way. And that is it sounds simple, but it’s extremely provocative in the governance space which is really routine driven.
Right. So so you’re, you’re sitting you’re not only encouraging them to shake it up a bit, but you’re like, really trying to shake them up into thinking that shaking it up, actually makes a lot of sense and gets people out of maybe a lot of ruts that people get in and I love your your visual or think about if we’re picturing a boardroom like I’m imagining go to Shutterstock or one of those stock photos, put in boardroom and, and there’ll be 100 pictures and 99 of them will look like they’re from the same room.
Right? Exactly. No, I love the way that you’re describing this. This is part of the challenge is that even the most experienced corporate directors that I meet, regardless of what sector they live in, will maybe they’ve been on dozens of boards and there are people out there who have been on dozens of awards or who have have run lots of companies and no matter how many boardrooms they’ve been in, they’ve only seen it done the same way over and over and over again, which is a really difficult constraint on people’s imagination. And if you if you like my definition of corporate governance as it’s just the way that decisions happen. And if you agree with me that even the layout of the room is a factor that influences whether we can make good decisions as a group or not. Then it follows that good governance is only possible if we’re constantly changing, right which is a really weird concept for a lot of organizations to embrace but I’m starting to believe it more and more, the more I talk about it.
Okay, and you believe it more and I believe it and I think this fits along with other stuff that I’m seeing is that as some of the you know, more of the baby boomers aged out of organizations and the younger people come and replace them, that they’re much more welcoming to this kind of message that being adaptive and being flexible. Is is more important than being rigid and fixed.
I think you’re right. I think in general, you’re right. And I don’t know, I simply because I’m not I just don’t have any evidence in either direction. I don’t know that this is a phenomenon that’s specific to these upcoming generations now or if it’s just a factor that let’s imagine Steve that you had never been in a boardroom before. And someone told you before you walked into a boardroom for the first time. Hey, you know what, it’s okay to do anything, right? As long as you’re following the law, you’re obeying the law. Everything else is optional. Right? So the room doesn’t have to be that way. You can have conversations however you want. You have access to whatever information you want all this stuff. If you walk into the room, you’re more likely to have the courage to ask for things to be a little bit different. And so the part that I definitely agree with Steve is that if we are able and by we I mean in general that the royal we have, we’re able to prepare people before they ever get into a leadership position in their family enterprise to have the courage and freedom to want to try different things, then they’re going to be able to influence the way that decisions decisions get made in a way that’s a little bit easier than if you’ve been eating, sleeping and breathing at the same way for the last 40 years. For example.
As I’m listening to you, I’m thinking about it’s not so much that what’s going on in a lot of boardrooms is the right stuff or whatever. It’s just that maybe a lot of stuff. Is getting missed, because they’re they’re following some old rigid structure that and maybe some of the voices that newer voices aren’t necessarily being heard. And I’m thinking about the fact that usually these boards are where people who have much experience and decades of experience are living. And so they are all you know, prone to groupthink. And this is how it’s always been. And so new ideas don’t necessarily flow up and they’re not really welcomed as much as maybe they should be.
Yeah, I mean, I love what you’re saying I sometimes feel like experience, which is different from expertise, neither of which is the superpower that they sound like they are in my opinion, experience can sometimes be a real block. Right? If we experience something if we’ve experienced 100 times the same way, then we and I suffer with this too. We sort of feel like okay, now what I’ve done is I’ve validated the fact that I’ve seen it 100 times the same way means that’s the way things are in the way they should be. And I can say that with great confidence but the subtext there is that we haven’t seen any counter options. We haven’t tried anything different. So we don’t actually know what good looks like or bad. Right. So I think your example your comment is really good, which is that no I’m not trying to say that that boardrooms or family councils or whatever it is just because they do it that traditional way or doing something wrong. I do think that that as you say it is a missed opportunity. I like to use I’ve been thinking recently about this idea of inclusion, which I think is a really tricky word to kind of understand and embrace and I don’t know that I’ve really got it yet but I think about the fact that we have a room full of people, family members independence, whatever it is, who are all different people, different personalities, different ages may be different experiences, different perspectives. They’re in a different mood. That day, for whatever reason. And we don’t do a lot to try to optimize the inclusion of each individual. So I’ll give an example. I’ll give it an extreme example. Just to make a point. If we brought a deaf person into our boardroom, we wouldn’t just say to them, okay, you figure it out, we would say to them, okay, well we’d work together to create the conditions where that person is able to participate at the optimal level right and and we don’t make those same we don’t explore those same questions with especially with people who we believe we know intimately. So we kind of feel like well, they’re gonna be fine. And we certainly don’t do it with we don’t create conditions that would optimize for some undisclosed thing like I’m in an awful mood today or I have an undisclosed disability or I have cultural things that I don’t really know how to express and I’m feeling scared to participate. Well, my opinion for what it’s worth is that there’s no set of conditions that’s going to optimize the inclusion of every person all the time. So this is another plea from me to everybody else to try lots of different things all the time, simply to optimize the engagement and inclusion of everybody around the room because everyone’s going to thrive under different circumstances. And everybody
is there for a reason, and everyone is ostensibly there to bring something and so it kind of behooves the people who are leading this group to try and get as much juice out of all these lemons that are sitting around the table. So how do you do that as opposed to have them there twiddling their thumbs and falling asleep because you’re going through this droning on of something that that’s the way you’ve always done it.
Right. And we have this I love what you’re saying and we have this tendency to want to put the onus on them. Well, they should have the guts to speak up. And if they don’t, then they’re not effective. And I’m thinking well, what if you’ve created an environment where where it’s unsafe for that person to speak up? You might feel safe, but they don’t. So why don’t we work at trying to understand this? And instead of putting the blame on other people, if we’re all putting the effort in and all sincerely curious about how to get as you say the most juice out of every person, then good governance is a lot more likely to happen and maybe we’re zeroing in on what what good governance is, which is creating the conditions where excellent decisions can happen.
And that’s so yeah, so the chair of the board is supposed to be the leader and supposed to be the one who’s responsible for creating the conditions is that kinda or but then you talked about there’s a shared responsibility, right? So so there’s a push pull here. And so should the chair trying to be pulling everything out of everybody Or should people be sitting there trying to push their things, their ideas onto the table? And there’s, I guess there’s a give and take in all this and maybe it all comes back to your adaptability. Angle,
right? Yeah. So you can picture this even just listening to the words you’re using you can picture in your your life or in your or the organizations you work with. There are people who are innately pushers and people who are innately folks who need stuff pulled out of them. Or at least that’s what it seems. Because we keep we only provide the same conditions all the time. And in those conditions. Certain people feel like that they’re they’re really comfortable being the loud, forceful ones are the ones who are really provocative questioners or whatever and other people don’t feel as comfortable being spontaneous, and so they’ll kind of sit back and your question about the chair is a good one because I think there there are a lot of really common things that we say about board chairs, like they should own the process. And a lot of people like the analogy that they’re like, good chairs are like orchestra conductors, and I’m not so sure that I buy into a lot of that, but I do like the words that you used, which is if I’m the chair of the board, in addition to being the connecting point between management and the board, or maybe the shareholders and the board or whichever depending on on the governance model of the organization, then it is my job to be really curious about what are the conditions I can create with that will be inclusive of everybody and that will optimize the probability that we’ll make good decisions and to do stuff, whatever those that stuff might be to react to what I’ve learned about what those conditions might be. So I think I think board chair is there’s a lot of boxes that you can take or you can create a position description that says board chairs there to to help with agendas and break a tie and so on and so on. But I really believe it’s it’s a soft skills role. Right? It’s it’s that how do we optimize every person in the room? And the answer to that is going to be hugely dependent on who’s in the room and the nature of the conversation and decision that we need to make.
Right. I want to get back to you mentioned a word earlier on about what phase and I want to just talk about the timing because in in family businesses especially and this podcast is directed at the FBAs the belly enterprise advisors mostly. And so we work with with a lot of family businesses, and sometimes if they’re beginning to have ideas about forming a more formal board or even an advisory board, they sometimes look at models of family businesses that have been around like two generations longer than they have, and so they have unrealistic expectations of what they should be doing. So I just want to get to like how can we as advisors to families, help them think about these setting up whether it’s an advisory board or a formal board of directors, and keeping in mind all the stuff we’ve been talking about is that you don’t just you know, buy a book that says this is what a board is supposed to look like and say okay, now here are the different boxes now we’ll just put people in them, and we’re all set and we’ll be good for the next 20 years. It doesn’t work like that.
This is one of the challenges when we’re talking about governance in general, is there’s a real compulsion to look for an answer and to zero in on a couple of books or experts or phrases or conventions that seem like they make a lot of sense and do those and not spend a lot of effort in assessing whether it’s helping, right. So yeah, there’s a lot of examples out there, but many of them are quite similar. I for instance, when I get inside a family enterprise, regardless of the level of whether whether we’re talking about a shareholder meeting or a family meeting or or board meeting or whatever it is. There’s a lot of leaning in on. I’m sorry to be so critical, but there’s a lot of leaning in on tropes, like the three circle model or whatever it is, and and the I see the three circle model just to use that example as a really useful illustration of a fact right that there are three overlapping entities in an organization but it does not, in my opinion, help to give universal or generic guidance about what’s supposed to happen. Right. And so when I work with family enterprise, and they’re sort of looking at well, I look at this big family organization, and they did that why don’t we try that and I say okay, cool. Well, that’s a great question. Why don’t we right, tell me the reasons why we shouldn’t or should, what are what’s the problem we’re trying to solve? Do we really need a fiduciary board? What’s the point of it? What do we gain from it? Who would we want in the room? Are they more likely to want to be on a fiduciary board or an advisory board? Do we really want them to have their butts on the line? I met this really cool organization that was run by two brothers, and they built an advisory board with them and three independent and for 20 years, they treated the board’s decisions as binding. And of course, this is an advisory board, they have absolutely no authority of any kind. And the two brothers said, you know, like, if they’re out voting us, then we’re probably wrong. And so we treat their decisions as binding and I said them Why don’t you formalize this? What had you thought about turning this into a fiduciary board? And they said, Who needs the paperwork? And I thought that was that was a really good answer.
Right, right. Oh, tell us we should formalize it. It’s working. So we’re just gonna keep doing it because it’s still working and why mess with it right. I like Right.
Right. Exactly. And so I think, you know, instead of I think it’s really really useful to go out into the world and gather up examples and that’s if there’s anything that someone like me or other people who spend a lot of time in different organizations can help with is to share stories, right? But if if you have someone like me come into the room and say the right way to do it is fill in the blank, then you can immediately be suspicious, right? Because there’s no way for me to know the right thing to do in your organization with a remarkable investment into discovery and curiosity and spending time with you. And even then, there’s no single perfect way to approach it. So I would be really wary of a governance expert who comes in and tells you there’s one solution to a problem.
Well, and that’s the thing going back to who we’re aiming this podcast at people who advise families, a lot of us are considered experts. And so when people come to us and ask us, the question is, how should I do this? Or tell me how to do this? And we’re expected often to answer those questions with a direct short answer. And I think we’re often making a mistake when we do that, but it’s very tempting to do it and some depending on what your field of expertise is, you’re really going against the grain if you’re not giving the answer that they’re asking for. Yeah,
it’s a really useful insight. And I think in my experience, there are a lot of organizations that just to your point, are looking for the box to tick so that they can say they did it. Right, which is fine. I’m not trying to be critical of that I completely understand because if you if you can feel a little bit better tomorrow, because you tick the governance box, then you feel a little bit better, and that’s good. But I think what people in my position can do in those situations, and I think this is translatable to other areas of expertise, but anyone who’s listening will know better than me. Is in cases where there’s no perfect technical, right answer or solution. But the client is looking for one, we can really open their eyes by reframing the question or decision one of the things that we are really, really bad at as humans is taking a decision that’s got a million paths associated with it and narrowing it down to a yes no. And right and we end up missing a lot of really good options. And so what we can do is take a question like, Hey, Matt, should we be doing this or not, and reframe it into you? Know, what are the top three ways that we could approach this thing? Over the next five years? And what will we get out of it and have a conversation and get everybody to generate some ideas? So we have 30 options on the table, and then we’ve got the sort of grist for a conversation instead of starting with a binary yes, no. And what that can do especially in something like governance, is they’ve come up with a whole bunch of ideas that I would never have come up with that are probably better than what I would have come up with and then I can just help to bring it to life or illustrate it with through storytelling or comparisons that they wouldn’t have access to. But really, they were the the authors of their own destiny instead of me, which is even better because then they’ll buy into it.
Right? You’re going right at one of my favorite words, which is co creation, right? And if you can encourage if if instead of answering the question, you can encourage them to have a dialogue with the key stakeholders in it to talk about what what it is they’re trying to do. And they can sort of construct what what they think they need based on on where they’re going in the next little while and bounce ideas off each other and come up with with some ideas and you as the expert can come in and help them frame it and help them guide it and help them say, Well, yeah, but how about this and tweak it? Maybe that’s a lot better than saying here. Here’s the form that I used with the last three clients. I had to do exactly this because you’re finally doing service if you’re just delivering that,
right. Yeah, I think you it wouldn’t surprise you to know that that a lot of people in my field have generic tools that they bring into every organization and deploy the same way. And I don’t I’m not saying that. There’s no way to get value from that. There probably is but that approach makes me feel uncomfortable because for instance, let’s just I know that a lot of people deliver governance related surveys. Well, I wouldn’t even know what questions to ask an organization until I’d had a conversation with everybody. So I’d be a little bit nervous if I were a family enterprise trying to engage somebody on governance and that person came in with a bunch of pre prepared answers that because those answers are not, they’re not going to be informed by our reality. They’re going to be informed by some generic interpretation of good governance, which, you know, I don’t think that good governance and generic are things that go well together.
Right, I think, I think that you’re speaking right at the generic advice. Versus specific advice, that kind of, you know, surrounds a lot of the services that advisors provide to families and soldier how much time you have to get into doing that discovery that you talked about, but that’s got to be a huge part of, of helping to guide families for what they need. Now you need to understand where they are. And so rather than just saying, you know, I think you should consider having a board and most especially the founders and entrepreneurs are going to I don’t need somebody who’s going to cramp my style of her brain rule. But if you can present it as well, what are your challenges? And wouldn’t it make sense to surround yourself with people who might help you overcome those challenges? I think you’re you’re going down a better path. I agree. Matt, this has been fun and interesting. And I need to thank you for your for being here today. And unfortunately, we’re getting to the end of our time together and as always, the time flies when when we’re having these discussions. So we’re gonna go and now pivot into the final two questions that we ask all our guests. So one of them’s a book recommendation and the other one is one piece of advice from an advisor to families to other people who also advise family. So let’s start with a book recommendation. Matt, please.
So my favorite book to recommend to any organizational leader no matter what is a book club thing explainer by Randall Munroe and when you look it up, you’ll you’ll kind of get its vibe right away. A thing explainer is kind of like a little encyclopedia Illustrated Encyclopedia of a bunch of super complex things. So if you open up the first page is I believe a nuclear reactor or No, it’s the International Space Station, and as a really detailed diagram with the International Space Station with a whole bunch of descriptions of what’s going on, except all of the descriptions only use the 1000 most common words in the English language. So you get through from the top to the bottom of the book, learning about the International Space Station, organic cells, nuclear reactors, plate tectonics, and so on, and so on and so on, without having to learn or absorb any jargon. And so in the span of a few minutes, you’ve learned a bunch of stuff about complex things that you didn’t know without having to feel dumb, or without having to absorb any new words or understand new things and the random and wrote describes in the intro to the book that he sometimes uses big words just because he wants to sound smart. And right I do that too. I know a lot of corporate leaders that do that. And it’s a crutch that causes a situation where other people don’t understand us. We may seem smart, but we haven’t added any value to the conversation or the the value that we add is limited by the fact that we’re making ourselves harder to understand it’s a thing. It’s planar. It’s fun, it’s silly, and it’s hugely educational. And I use that as an example of great communication in complex scenarios.
Awesome. I love it. Okay, now, let’s talk about that one piece of advice. I hope you’ve thought of one. I know you have a lot of experience and especially in the governance area, but what’s one piece of advice for the advisors out there who work with families that you want them to walk away with after this episode?
Yeah, thanks. So I think that my advice is kind of related to my book recommendation in a way is that watch out for your expertise. There’s a lot of really interesting scientific research that shows the more expertise you have in a specialized area, the worse you get at predicting things that are related to that area, which sounds really bad and it is big and making things worse. When we make false predictions or inaccurate predictions. We fail to learn from the mistake because we always have the words to explain away the error that we made. And it turns out that even though we’ve accumulated all this expertise, our ability to make predictions around our expertise is no better than someone who knows nothing. So instead of telling people Oh, okay, you know what, I’m an expert. So here’s what you’re going to do and it’s going to turn out this way. Where you can really deploy your expertise is in engaging storytelling. Right, you as an expert have seen things a million times that are really interesting, some really great examples, some really awful examples. Those stories are going to be way more valuable in most cases to your clients. Then you saying I know what you need to do. And I know what the outcome is going to be, because turns out, they’re probably wrong.
And telling that whole story, everyone who’s listening will get different things out of it, and they might come to a different conclusion. And if you just give them your conclusion, they’re missing out on all kinds. of other opportunities to learn from your experience and expertise. Yeah, well put. I love that. Very nice. Awesome, Matt. This has been great. Thanks for joining us today. Matt.
fullbrook. Thanks, Steve. I really enjoyed it.
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