Ground-Up Governance
Sound-Up Governance
BONUS PODCAST: Good governance is basically about feelings (long story alert!)

BONUS PODCAST: Good governance is basically about feelings (long story alert!)

This is the first and only episode of its kind. A long scripted story about life, death, snacks, Reconciliation, feelings, The Matrix, the desert, and good corporate governance.


Welcome back to…One Minute Governance? Sound-Up Governance? Kinda depends where you’re listening. I’m posting this everywhere. My name is Matt Fullbrook and this is the first medium- to long-form scripted podcast episode I’ve ever done. It’ll be a bit of a journey. There was just a story that I wanted to tell, and I figured that I’d use these platforms to get it out there. So, well, enjoy the ride.

Let me start with an admission. I can’t stand watching panel discussions. I’m pretty sure the *reason I can’t stand watching them is the exact same reason why I like participating in panel discussions. Like, being ON a panel. Being on a panel is fun. You get to meet and hang out with other people who like the same stuff as you and chat with them until time runs out. It’s pretty great. Listening to that happening is…less great. You can double check the stats if you want, but precisely 0.46% of human beings are good at taking the interesting things they know and turning them into interesting words that come out of their mouths. That number is much smaller if you take only the people who can edit themselves on the fly so that they don’t end up talking forever. Or the people who don’t have to read from a script to be interesting, because reading from a script when you’re on a panel is basically like asking the audience to endure something altogether bizarre and painful.

I think this is the exact same reason I can’t listen to most podcasts. For my tastes, a great podcast requires the combined talents of having something interesting to talk about, being able to talk about it interestingly, audio engineering aptitude, and the will to edit with a heavy hand. Plus having a tolerable voice. Each of those is rare on its own. Together…basically unheard of.

As an aside, this is my first attempt at a medium-length scripted podcast. Probably the only one I’ll ever do. This is *really* hard. Script edits, self-doubt, bad performances. Seriously, what you’re hearing now is my fourth complete re-do of the recording. And it’s *still* not gonna be perfect. I should probably be legally prohibited from even trying.

You know what else should be illegal? Panel discussions. Seriously. If you arrange or participate in a panel discussion you should be doing so with the full understanding that you’ll likely go to prison for the rest of your life. Make sure it’s worth it. Make it outstanding.

Anyway, I went to a conference this summer organized by the Governance Professionals of Canada. Shout out to the Governance Professionals of Canada. At this conference there was a session that taught me something incredible. Actually lots of incredible things, but unsurprisingly it’s the objectively LEAST important lesson that’s changed me most significantly.

The title of the session was Umbay Nagamon – An invitation to action on reconciliation in Canada. Umbay Nagamon translates roughly from Ojibwe as “come sing.” I won’t try to convey the fundamental substance or message of the presenters – there were six of them, presenters, that is – because I just don’t have any words better than what the title of their session already plainly tells us: “an invitation to action on reconciliation in Canada.” As in, each one of the few hundred of us in the room is invited to act – empowered to act, even.

What I *do* want to describe is my experience of the session itself, which was the diametric polar antithesis of a panel discussion. There was a cheerful introduction followed by a heartbreaking story – told brilliantly by someone who admitted they had never before told a story in front of a big audience – followed by an informative presentation with powerpoint slides followed by an engaging group activity followed by a cheerful outro…and in between each segment a musical performance, sometimes traditional music, sometimes western music, all amazing. Total run time of the session? I just checked: 77 minutes.

A couple weeks ago I was a panelist on some corporate governance topic or other. Me and two other people – both super smart and fun to talk to. Total run time? 90 minutes. No musical performances or group activities or any other remotely cool intervention. Just me and two other people talking. For 90 minutes. In front of an audience. Not outstanding.

Right, so I learned a lesson from the six brilliant people on stage for Umbay Nagamon – An invitation to action on reconciliation in Canada. It took me a while – like weeks, probably – to realize that there was a lesson at all, let alone that I’d learned it. But the thing was… I was thinking a little about Umbay Nagamon every day. Not just about the vitally important stuff they talked about, but about the actual experience of sitting in the room consuming their session. That’s weird, right? Like, reflect for a second on what I assume is the approximately six million hours you’ve spent sitting at conferences. Ever find yourself thinking about – feeling, even – the impact of the experience of witnessing a session at a conference for WEEKS afterward?

If you *have* experienced this, I think I know why it happened. And this is the lesson I learned. It’s the same reason you can still basically re-experience the best moments of the best concerts you’ve ever been to, even if you’re not 100% sure what year it was or what song or maybe even what band. The message stuck with you, even if the source ended up being lost to time.

Sorry, what was the lesson? It’s that making people FEEL stuff matters a lot. In fact, it matters more – I think – than the content of the stuff that’s making them feel. Remember how much stuff was crammed into that 77 minutes? Probably sounds a bit chaotic, right? I think it probably was a bit chaotic in hindsight. I’m pretty sure the *chaos made me feel things, made me pay attention. There was a story that made me feel heartbreak, maybe even a touch of despair. Some data in the powerpoints that made me feel the enormity and urgency of a problem. And the music, which made me feel, well, lots of stuff. The way only music can.

Maybe a better way to explain the lesson is this: why bother trying to share information if you’re not also trying to convey a feeling? Without a feeling, there’s nothing enduring for your audience to latch on to. Maybe boredom is an exception. Try to avoid making your audience feel bored, I guess. Other than that, feelings make the information seem more important and more memorable.

You know how people who give advice on public speaking always tell you to try using humour? This is why. But the *problem with humour is that most of us are pretty bad comedians, *on top* of not having much useful stuff to say. Even worse are the educators who *are* good comedians but don’t have anything useful to say – which leaves us with a strong memory of bad information that seems important. I guess I’m telling you to beware of teachers who seem too funny. They’re probably hiding something.

Twenty four years ago, I was 19 and hanging out in Toronto with some friends. It was already obvious to me that these friends were, like, forever friends. That unmistakable bond. Here’s the story. I’ll let you judge how much to trust my memory of the details here. They don’t matter.

The evening kicked off with me and my friends Bryan and Tristan going to a thing at Hart House at the University of Toronto, a more university-y looking building you will never see. Google it: H.A.R.T. house. We walked up a spiral staircase to a little room in a tower where we sat on the floor with a small group of other weirdos and listened to a truly adorable man – a young Buddhist Monk - talk about Buddhism and the movie The Matrix, which had come out earlier that year. Going to this lecture was definitely Tristan’s idea – and it was a very good idea. I remember the experience more clearly than most things from that era – than most things in my entire life, really. And even more impressively Bryan ended up dedicating the remainder of his tragically short life to Buddhism. Inspired by this one weird dorky lecture. Facts!

And that’s just the beginning of the story! I grew up in a neighbourhood with an epic ice cream shop called Dutch Dreams. Dutch Dreams is the kind of place where everything is extra. The flavours were extra – not just in variety but also in innovation. When I was a young kid of I dunno let’s say 6 years old I don’t recall any other place anywhere that had anything other than obvious ice cream flavours. Obvious ice cream flavours are *incredible*, but they aren’t extra. Dutch Dreams would have some flavour that would be like chocolate AND vanilla AND peanut butter with peanut butter cups AND Reese’s Pieces AND a shot of bourbon or something. And it would be called Royal Supreme or some otherwise extra name. And a sundae would have a scoop of Royal Supreme and two other sincerely rad flavours plus chocolate sauce and peanut butter sauce and marshmallow sauce and a huge pile of whipped cream and like 8 types of fresh fruit on top. Extra.

Dutch Dreams still exists, although I haven’t been for many years. It’s at 36 Vaughan Road in Toronto, which is not the original location from my childhood. It’s only like a block away, but it still feels a bit strange to me that they moved. Not quite accurate or something.

So, after the lecture Tristan peels off to do something else, while Bryan and I walk up to meet another friend, Misha, at Dutch Dreams. Epic sundaes in hand, Misha, Bryan and I start walking to Misha’s mom’s place, where Misha still lived at the time.

As a side note, in my memory we were all entirely sober despite the hippie lecture and giant sundaes maybe suggesting otherwise.

To get to Misha’s mom’s place required a cut through the parking lot of a supermarket, and during this cut a police cruiser speeds up from behind us, screeching dramatically to cut us off. Impressively, we all held on to our ice cream. I, for one, found myself feeling much more curious than scared, which tells you all there is to know about growing up white and male in Toronto. Two police officers emerge from the car to question us.

Question 1: Where are you coming from?

Response 1: We just got some ice cream at Dutch Dreams, obvi. Hence the sundaes!

Question 2: Where were you before that?

Response 2: Ooh we went and saw an adorable Buddhist monk do a lecture about The Matrix! Thanks for asking.

Question 3: So you didn’t just beat up an old man?

At this point it is *very* obvious to the police officers that we three dorks did not beat up an old man.

Response 3: OMG someone beat up an old man? Is he OK? I wish we could help, but, y’know, sundaes…

Or something to that effect. Then we went on our way.

Anyway, here’s the thing: doesn’t it seem like that night had some magic in it? Almost like it was destined to be an enduring memory. Strangely, Bryan, to me and many others, figured prominently in the magic moments of our lives. Like he was part wizard or something. I haven’t met many other people like that.

There was another part-wizard in my life named Gregory. I’m going to tell a story about Gregory that’s shorter and slightly more tragic, but that finally veers whatever this podcast is into our shared world of corporate governance.

In the early days of 2021 I announced my resignation from the University of Toronto after having worked there in some capacity since the year 2000. For most of that run, I worked at the Rotman School of Management. I got my first office at Rotman in 2002 or 2003 while I was a child and still completing my undergrad in literature and philosophy. I am confident that there are a couple of people from Rotman listening to this and I assure you I had absolutely no idea how weird it was for a literature and philosophy undergrad student on a casual part-time contract to have an office. With a window. All to myself. At the Rotman School of Management. With my name on the door: Matt Fullbrook, as if I had EARNED that shit.

I remember once after some random philosophy class, a classmate asked for some notes or a copy of a book or something and I said, “sure, let’s go grab it from my office.” And we walked to my office. At the Rotman School of Management. I opened the door with my name on it, and we went inside to pick up the book or whatever. And although I don’t remember this guy’s name or what he looked like, I do remember he was essentially speechless, which is totally fair.

Anyway, after I resigned from the University I had an important question to explore: “do I even care at all about corporate governance?” It really wasn’t very obvious to me – I sort of felt like I *really* cared, and *really* didn’t care simultaneously. Actually, the real question I wanted to answer was slightly different: “is now the time to do something completely different with my life?” So, what else do to than pick up and go to the desert with my boo, Dana, to sort myself out.

There’s an amazing song on Jeff Rosenstock’s killer new Hellmode album called Life Admin in which he sings: “Might go to the desert cuz I make enough to fuck off to the desert if I want to. I haven’t decided yet. Got a sweet new pedal and I don’t pay rent.” Am I allowed to sing someone else’s song in a podcast? Probably not. Sorry in advance if this gets taken down. And honestly, you should be listening to Jeff Rosenstock’s recording anyway. It’s truly excellent.

But that was the headspace: we went to the desert because we make enough to fuck of to the desert if we want to. Before going to the desert, we visited some old friends in LA and ate and drank and went to the beach and whatever. It was dope. But it was time for the desert.

Bags packed and ready to leave the adorable B&B where we stayed in LA. We’re walking out the door to hop in the car and drive to the desert when I get a call from a friend to tell me that the great part-wizard, Gregory, had died. This was…ugh. It was really very bad.

These things transform you in ways big and small, transient and permanent, immediate and eventual. The transformation relevant to *our journey here on this podcast was big, transient, and immediate. I stopped caring about the stated mission for my desert adventure. You’ll recall from a few seconds ago that I was seeking an answer to the question: “is now the time to do something completely different with my life?” I mean, it really seemed important before. Urgent and elemental. And let’s be clear here: this was not one of those “death makes you realize what really matters in life” things. Because we all know that what really matters in life is snacks. It was just suddenly obvious that *that* question didn’t matter like I thought it did.

In case you were wondering and maybe even a bit worried: yes, we made it to the desert. We saw tarantula hawks, scorpions, a tarantula, and the greatest find of all…an adorable little blind snake. It was like meeting a celebrity. Truly amazing.

But that’s beside the point.  I started focusing on unfinished business. And, honestly, unfinished business is still basically the core premise of my work in corporate governance today. The first bit of unfinished business really startled me. I had no idea what good corporate governance was. Now remember, this was 20 frickin 22. Twenty years after I settled into my well-deserved office at the Rotman School of Management to run a research centre that studied and provided insights to the world on the topic of good corporate governance.

You might be thinking one or both of two things. Both fair things. The first being “pfft, stop playing, Matt. Of course you knew what good corporate governance was.” And the second being, “Oh snap! That’s kinda embarrassing. You must’ve felt dumb, huh? Or at least some regret that you’d messed up so bad.”

On the first thing, I assure you if I *had* had a clear idea of what good corporate governance was, this would not have been a transformation. It was an…acute? Poignant? feeling. As for the second thing, you’d be wrong on that one, too. One of the tremendous benefits of privilege (of which I have roughly infinity percent) is a near-immunity to shame. And so, I felt none: no regret, no dumbness, no embarrassment. Only a new flavour of privilege-fueled purpose and ambition.

See, the thing is, none of my peers or colleagues or associates or mentors or any of the respected experts out there really seemed to know what good governance was , either. Sure, there’s the Mad Libs style definition that goes something like Good corporate governance involves the implementation of robust processes, rules and structures to foster sustainable growth and a healthy workplace environment. Or whatever. This is the type of definition where you can replace most of the words with other words and it will always basically sound right enough to pass. But it doesn’t tell you what the processes and structures and rules should look like. It’s basically telling you “you’ll know when you have good processes and structures and rules if you’re getting the result you want.” Sustainable growth or some such nonsense.

Here’s the thing about results: sometimes good results come from bad inputs, and sometimes bad results come from good inputs. You know like when you’re first learning to cook or bake or drink cocktails or whatever? Like you’re a little kid and your parents let you experiment with making food. They give you some benign ingredients to work with and pre-heat the oven. Ready to bake whatever nonsense you conjure up. And so you mix flour and sugar and salt and eggs and hot sauce and chocolate chips and put it in the oven and there’s a 99% chance it turns out inedible? But you and I can both imagine that if you get the ratios of those ingredients *just right* it’s conceivable that you get something kinda OK.

Why? Because results are always, at least partly, influenced by luck. And I don’t know about you, but I can’t stomach the idea that good governance boils down to good luck.

And that was my first realization: results are results. Good governance is something different. It’s also something more than rule following. Rule following is just another way of saying you’re playing the game, or at least that you’re not cheating while playing the game. I can’t stomach the idea that good governance is the same as not cheating while playing the game. Rule following is rule following. It’s compliance. Good governance is something different.

I wanted to believe that good governance is something that actually matters. Anyway, I pulled on that thread long enough to eventually land on my current definition – which, if you’re listening you’ve probably already heard me say a million times –

My current definition goes like this: Good corporate governance is intentionally cultivating effective conditions for making decisions.

There’s like 100 podcast episodes and 50 interviews and six million linkedin posts that’ll tell you more about me and that definition of good governance so let’s not waste any more time right here on THAT.

OK, let’s waste a *little* more time. I’ve only recently understood the real magic of this definition. And I’m at the beginning of a journey to learn to wield that magic. I’m gonna stop with the magic metaphor because I don’t have a very good grasp on the relevant vocabulary. I don’t want to conjure me up some governance spells or whatever. Sorry I’ll stop.

I’ve only recently understood the vast POTENTIAL of my definition of good governance. It’s three things:

First, framed this way, good governance is so tangibly DO-able. Pick a condition that might affect decision-making. Let’s say, the presence or absence of the delicious aroma of a freshly-baked pie or cookies. Because, as we know, snacks are what really matter in life. We can easily grasp the potential for such an aroma to be distracting, or maybe inspiring, or maybe just fun. More importantly, we can be intentional about it. Even just by thinking “hmm…should we bake a pie in the boardroom? Eh. Maybe not.” There you go! Good governance!

Second, because good governance is so DO-able, literally anyone can do it. That pie and cookies thing? All of that can just happen in a single person’s head. It could be YOUR head. And even if the answer had been “heck yes! Let’s bake a pie in the boardroom!” I bet you’d have a pretty good idea what steps you could take to try to make it happen. Holy smokes! Look at you. You’re doing good governance all by yourself.

The third thing is pretty fresh for me, and takes us mostly to the end of our journey here because the rest of the story has yet to be written. Ugh, sorry that was corny as hell. Whatever. I had *always* thought I was fighting a fight to change systems. Big systems like regulations and laws and stuff, medium systems like the influence of consultants and educators on corporate governance, and smaller systems like a single boardroom during a single meeting. No matter the size of the system, you gotta get buy-in. If we think of it that way, doing good governance requires everyone to be on board and push in the same direction. But I was wrong. Good governance can belong to a single person in the system, and for only a fleeting moment. Noticing in that moment that the system isn’t working right – or not as right as it could – and an intentional cultivation of a condition in the system to get it sorted out…even for just a few seconds. It can matter *so* much. Just think: in those few seconds, the right person might now be inspired and empowered to say or do something that shifts the way everyone in the room thinks and behaves. Maybe forever. Or maybe just enough that we see a problem or solution or opportunity that we’d never seen. Or that we generate an idea that’s slightly cooler than what we WOULD have come up with. Or we just like and trust each other a bit more.

I guess what I was trying to say in the 3600-odd scripted words you’ve heard so far is this: making people feel things matters. Good corporate governance is science married to art. The power and potential of good governance might only manifest for a second at a time and you may not even notice. But it’s not abstract. It’s so do-able. You don’t need permission. It costs zero dollars. You don’t need others to care or even pay attention. It’s you. Inspired by the part-wizards in your life. Being intentional.

That was supposed to be the end. And I need you to suspend your disbelief for a second. I know *I* would be suspicious of what I’m about to say… skeptical of anything that seems so contrived. The best I can do is admit that DOES seem contrived and hope that you’ll trust me for no reason. Here’s the thing: there’s an extra connection, a thread even, between the beginning of my story and the end. It’s a second lesson from Umbay Nagamon that I overlooked. I wrote, edited, and sat on the script for a few hours didn’t see it until I was sitting with my boo, Dana, watching TV with a cocktail. She can vouch for me! And it’s one of those things that’s so crystal clear and makes this whole journey feel and sound like I’m a million times smarter than I am. I told you before that I don’t feel shame. That was true until now.

Let me read back to you something that I said a while back. Direct quote:

I won’t try to convey the fundamental substance or message of the presenters – there were six of them, presenters, that is – because I just don’t have any words better than what the title of their session already plainly tells us: “an invitation to action on reconciliation in Canada.” As in, each one of the few hundred of us in the room is invited to act – empowered to act, even.

If you see the connection already, you are SO far ahead of me. If not, trust me, I feel you. Let me read back what was supposed to be, and will be again, the very end of my story: The power and potential of good governance might only manifest for a second at a time and you may not even notice. But it’s not abstract. It’s so do-able. You don’t need permission. It costs zero dollars. You don’t need others to care or even pay attention. It’s you. Inspired by the part-wizards in your life. Being intentional.

It's the same message. I learned it from Umbay Nagamon and am grateful for it.

Thanks for listening. I don’t know exactly what I hope to achieve by sharing this other than some information transmitted on some feelings. Beyond this, I’m working hard on creating a new…something… to make good governance easy – or easier – so that you don’t have to come up with all the ideas on your own. But that’s a story for another day, pretty soon. I’ll probably never do another podcast episode in this format again. But let me know if you loved or hated it. If you learned anything, or if you think there’s something more I need to learn. My name is Matt Fullbrook. Until next time…