Ground-Up Governance
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BONUS PODCAST: Why do corporate governance consultants mostly suck?

BONUS PODCAST: Why do corporate governance consultants mostly suck?

NOT "why do most corporate governance consultants suck"
A scene capturing the moment of surprise and realization on a regular person's face as they listen to music through headphones. They are sitting in a cozy, dimly lit room filled with music-related decor such as vinyl records, a guitar in the corner, and posters of famous bands on the walls. The expression on their face is one of astonishment and enlightenment, as if they've just discovered something new in a song they've heard many times before. The lighting in the room highlights their face, drawing attention to their wide-eyed, open-mouthed reaction. This moment encapsulates the blend of confusion and wonder that comes with noticing a subtle detail in a familiar piece of music.

Image generated by DALL-E based on the prompt: “A regular person listening to Hey Ya by Outkast and realising - to their great surprise, since they've heard the song a million times and never noticed - that the chorus melody clashes with the guitar chords”

Playlist of songs referenced in the episode:

This episode is also available on major podcast platforms by searching “One Minute Governance”


Hi, My name is Matt Fullbrook. I am a corporate governance consultant. And while I continue to force you to wait for a new season of One Minute Governance and any other new stuff that might come out on the OMG or Ground-Up Governance platforms, I figured I’d put out another long-form scripted episode in hopes that I might keep you a bit engaged. Turns out, incidentally, that people really like these longer episodes! So…I dunno maybe the whole one minute thing is played out? I’m not saying I *want* to kill the one minute format. But I will if it’s what you want. If you have a strong opinion, let me know. Anyway, this episode involves me trying to figure out why corporate governance consultants mostly suck.

My research for this episode started with me wanting to make a general point that people should approach problems with enough self-awareness to realize that they themselves might be part of the problem (or maybe the whole problem). And as usual I wanted to make a connection to music.

I’m writing this sentence on March 7th, 2024 (editorial aside: I know that was a long time ago now. Sorry!). On March 7th 2024 I checked the Billboard Hot 100 list of the week’s biggest pop singles, because I was hoping it would help me to make my point. And it *does* help, but to my surprise it helps in the opposite way than I thought it would. You see, I approached this little bit of evidence gathering with a heaping dose of cynicism, and ended up getting a bit of a good news smackdown. So, in the end I proved my own point by being the asshole who fails to see they were the problem all along.

Before we go any further, I just want to point out that the title of this episode is “why do corporate governance consultants mostly suck?” NOT “why do most corporate governance consultants suck?” because I don’t really believe the consultants suck. It’s just that their work sucks most of the time. I’ve talked about this in a few ways before. And, for the record, *my* work has sucked, too, over the years. But I’m trying to get better. The best way I know how explain the suckiness is that if you take the countless hours, dollars, and tonnes of cortisol invested in improving the work that boards and executives do together with the help of consultants, the ROI is terrifyingly close to ZERO.

And I mean it.

I mean it in terms of tangible ROI…like, actual measurable positive change in the way that the work happens. Beyond chair-shuffling, that is. Don’t get me started on how many times I see governance consultants advocating for things like changes in committee structure or board size or whatever without providing any insight into how people are supposed to show up and actually do a good job. As if a structural change on its own is going to be enough to make a board great. Ugh. But more on that later.

No, the tangible ROI you’d hope to see is in the QUALITY of work, not in the FORM of the work. And I don’t care how well-formulated your governance committee mandate is, it’s not gonna cause good work to happen.

More embarrassingly, I don’t think there’s much intangible ROI, either. As in, you spend $100k on a governance consultant to do some stuff. A board evaluation, a revision of policies and procedures, some facilitation or coaching or whatever. Most boards and CEOs I know come out of those engagements and – despite the fact that it might have been a pleasing experience, or they may have learned something, or they may have received some interesting insights about stuff – they rarely feel like anything important has changed. They’re not like “No, seriously, dude. Sure, it was an AMAZING experience but more importantly, I totally feel like I know how to do my job better now.”

By the way, this trend mostly holds true for governance educators and thought leaders, too! Lots of talk, lots of time, lots of dollars, little impact.

But why?? So. Many. WHYs…actually

On the one hand, why are boards and executives willing to keep throwing their time and money and effort into a black hole? On the other hand, why hasn’t anyone come along to disrupt the industry when all the current products and services are value neutral at best? You might be thinking: “ummmm, ok so what approach *would* have a good ROI?” or even “if everybody’s cool with the status quo, it can’t be all THAT bad, right?”

This brings me to the Billboard Hot 100. Or, really, some snapshots in the history of the Hot 100, also known as snapshots in the lives of all of us who’ve found ourselves in the embrace of Western popular music for our entire lives.

I had a assumption that if I looked at the top 10 songs on the chart today, being the week of March 4th, 2024, It would be a monochromatic mush of overproduced and painfully mainstream pop that would probably be forgotten before the year is out. And I then planned to compare that to decades past and say “look, the top 10 might have always been kinda drivel, but it was better than THIS!” And all that *might* be true depending on your tastes. But my plan was to emphasize that point by trolling what I assumed would be a pure lack of variety and substance on this week’s list. And I was entirely wrong on that front. Here are some other assumptions I made going in:

  1. At least 3 or 4 songs will be insufferable poppy earworms with equally insufferably autotuned vocals

  2. Probably another 3 or 4 hip hop tracks featuring something in the world of trap beats and that, like, autotune or vocoder vocal effect, making the songs sound kinda like they might as well be off an album by Future in 2012… or maybe even Gucci Mane in 2005

  3. Somehow another 6 or 7 songs performed by or featuring Taylor Swift

  4. Not even a single live instrument anywhere except maybe some schmaltzy piano ballad – perhaps falling into the Taylor Swift and/or earworm categories

And that’s basically EVERYTHING I expected.

If you’re a governance consultant, you can already picture yourself heading into a new engagement with a new client with a ready-made list of assumptions and your pre-set toolkit at hand to deal with those problems, right? You might be pretending to yourself that your toolkit ISN’T pre-set – that all of your work is customized and fit-for-purpose, but we both know the real truth. It’s OK. We’ll keep it between you and me.

Short interjection here: I’m going to be talking about the details of some specific songs throughout this show. If I had a better understanding of fair dealing and fair use laws, I would excerpt some of these songs for you to hear what I’m hearing. I’m not saying I *love* most of them, but they still surprised me a bit! I’ve created a Spotify playlist of all the songs I refer to throughout the episode – there’s a link to the playlist in the show notes. Instead, I’ve just done a little playing of my own at certain points to illustrate some of what I’m talking about. Apologies in advance for the upcoming “slide guitar” solo excerpt, which is pretty awful because I don’t own a slide…although I *do* own a full-size pint glass, so that’s what I used.

Anyway, first off, reports of the death of the guitar and other live instruments have been greatly exaggerated. The number one song, Texas Hold Em by the incomparable Beyonce Giselle Knowles-Carter, is a country song performed by a Black woman, which features not only acoustic guitar (performed by someone who seems to be uncredited) but also banjo and viola performed by Rhiannon Giddens (and bass and drums performed by the also incomparable Raphael Saadiq). But that’s not all! Lose Control by Teddy Swims at #5 has a guitar SOLO (something I was convinced was 10000% dead and gone), Beautiful Things by Benson Boone at #4 is like, all guitar all the time, I Remember Everything by Zach Bryan and Kacey Musgraves at #7 is basically only guitar and voice until ¾ of the way through.

Another thing you might notice if you know anything about any of those artists is that they…don’t have all that much in common with each other, actually. Yes, the rest of the chart includes a couple of pop earworms, including one of the Taylor Swift persuasion – Cruel Summer at #10 - and also one – Greedy by Tate McRae at #8 – that draws on the awful lineage of the equally awful Shape of You by Ed Sheeran whose 2017 megahit with its barfy marimba beat launched 500 trillion soundalike singles that caused a black hole in pop music from which we’re obviously still recovering. And yes, there is a song in the trap and autotune world – Kanye and Ty Dolla $ign’s Carnival at #2. But that’s only three out of 10 that completely conform to my assumptions. I was *way* off. I should also mention that autotune in its more subtle form is literally everywhere on the list, but I didn’t find it as insufferable as I expected.

For what it’s worth, I might also find some opportune moments to play some music for you myself. We’ll see…

Actually, no, let’s start now. Here are the chords to Teddy Swims’ megahit Lose Control: F#m, A, D, C#sus4, C#7.

It’s a strong progression! That’s why it comes up in other hits like Unsainted by Slipknot (which is in Bm) and another world-altering megahit, Crazy by Gnarls Barkley, which is in Cm. But let’s not forget that Gnarls Barkley’s Crazy samples and borrows that same chord progression (in Bbm this time) from Last Men Standing by Gianfranco and Gian Pero Reverberi, which was part of the soundtrack to the film Django, Prepare a Coffin from 1968. In other words, some good things just stay good forever! I promise there’s a point here. We’ll get there, eventually.

Anyway, thinking about the top 10, yes there’s more variety and more guitar than I was expecting. Also, there’s a significant HOWEVER in what I’m hearing. And if we take my initial unfounded cynicism and combine it with this “however,” I think we might have a really useful analogy for why governance consultants’ work tends to suck so much.

First, let me describe the main contaminant in the river of corporate governance advice. Shit, I already regret this metaphor… I’m not very confident I understand how rivers work. Let’s see what happens. Here we go: the original pure source of the advice – the trickle from the mountaintops – is a vague but untainted idea of what boards are for. Many governance experts will use terms like “independence” and “oversight” and “accountability” and other words that none of us could possibly disagree with. Let’s think of these concepts as tributaries that feed into the advice river. They may not mean much on their own, but they have the potential to become something powerful, roaring, life giving, and full of cool critters like giant fresh water stingrays and capybaras and caimans and stuff.

Ultimately, our river flows toward the ocean of “good governance.” A concept so poorly defined that I am obsessed with trolling the whole world about it – check episode 13 of Sound-Up Governance for a dissection of some of my least favourite definitions of good governance.

OK, so we have vague, yet pure, concepts flowing toward a vague, yet contaminated destination. So we need to figure out what happened in between. We know the contamination is there because of the whole MASSIVE investment with no ROI thing, Right? Like we already talked about. Another way to put it is we know the advice is contaminated because it doesn’t work, and good governance remains vague and elusive.

And I think the best word to describe what’s happened along the way is “neglect.” Sometimes neglect is great – like when I first got a pet tarantula because the breeder explained to me that tarantulas thrive on neglect, and it turned out to be TRUE! Most tarantulas don’t need food or water very often and want to be left alone, and in return they are healthy and fascinating and adorable. Advice, on the other hand, does NOT thrive on neglect. What do I mean by neglect? Anyone remember the South Park underpants gnomes, which apparently and horrifyingly first appeared in an episode way back in 1998 – more than 25 years ago? Holy SHIT how is it possible that so much of my life has passed me by? For anyone who has no idea what I’m talking about, there’s a South Park character named Tweak whose underpants keep disappearing. Turns out there are little gnomes that go around at night stealing people’s underpants out of their drawers. When the South Park gang confront the gnomes about their underpants theft operation, the gnomes explain what they’re up to. Step 1: collect underpants. Step 3: profit. Not only can nobody explain what #2 is, it never really occurred to the gnomes to care.

That’s the flavour of neglect I’m talking about here. And if you’ve existed in and around the world of boards you’ve seen it a million times. I’m almost certain that you’ve been part of the problem. Let’s think of some examples in the form of common governance complaints and “solutions”:

-       Board in the weeds? We got you covered. Step 1: noses-in, fingers out. Step 3: good governance

-       Trouble with board composition and renewal? No sweat. Step 1: term and age limits for directors. Step 3: good governance.

-       Having trouble getting your directors engaged in [fill in the blank]? Easy. Step 1: 20 questions directors should ask about [fill in the blank]. Step 3: good governance

-       Think your board might have some room to improve? BAM! Step 1: do a board evaluation. Step 3: good governance

-       Feeling like your board agendas are a bit of a drag? This one’s simple. Step 1: allocate more time to strategy. Step 3: good governance

-       Wanna get your executive compensation done right? Obviously, you just gotta Step 1: Pay for performance. Step 3: good governance.

Ultimately, it’s all underpants collecting. We go around spending our time and money and other resources collecting underpants because that’s what literally everyone in the corporate governance world tells us to do, but not only do we not DO step 2, or understand what step 2 is, most of us didn’t even realize there was supposed to be a step 2 in the first place! And that’s on top of the fact that most of us can’t explain step 3 beyond just saying the words “good governance.”

And governance consultants, for the most part, seem to be all the way bought in to this whole thing. So, when their advice doesn’t have an impact…well, obviously you just blame the client! Seriously, if you’re a governance consultant do me a favour. When was the last time you offered some great recommendations to a client, based on a really thorough engagement, and the client either didn’t follow the recommendations or the recommendations didn’t lead to any improvement and you took a step back and said to yourself, “Hmm. I must’ve really messed up here.” Because, honestly, if your advice was so great, then your clients would’ve followed it and it would’ve worked.

Obviously, it’s not all the consultants’ fault. Regulation plays a big role in encouraging boards and executives to collect underpants without much concern about whether it makes a difference. And a lot of governance research and commentary is really just about underpants collecting. But that’s not really any excuse not to try to do better.

But this kinda brings us back to the Hot 100, and especially to my mistaken assumptions about it. Not to mention the fact that my mistaken assumptions dramatically increased the risk that I might misjudge the art and artists represented in the top 10.

Like, lets’ take Benson Boone’s current megahit Beautiful Things. Seriously, it’s huge. It has 350 million streams just on Spotify. Not only does it have guitar, but it has some nice, yet simple, harmonic variety. There’s even a full diminished chord for a second in the chorus. The changes to the first half of the chorus go like this - Eb/Bb/F/F#dim/Gm/Eb/Bb/F. Very pretty. Check it out. Nice use of that F#dim7 as kind of a substitute for a D7 there. Neat! And not all that common an approach in today’s pop music. EXCEPT if you rewind two years to Benson Boone’s even bigger smash In the Stars…which uses the same trick in the same key and everything. No shade, though. I have no issue with someone creating a thing they like and re-using it in different contexts. All good.

So, I made an assumption that nothing would surprise me musically in the top 10 and I was wrong. And what I started to say a minute ago is that my general assumptions, like that one, increased the risk that I would judge the ART and ARTISTS unfairly. For instance, I might see the name of a song and artist I’ve never heard of and assume that they’re probably not worth my time – just because I don’t tend to like today’s new music as much as I like the music I obsessed over as a teenager.

So let’s do another test. I’m going to make a few statements and then ask you to privately assess how strongly you agree with them on a scale of 1 being Completely Disagree to 10 being Completely Agree. No middle ground, no half points. You have to fall at least a little on one side of the scale or the other. Here we go. To what extent do you agree with these statements?

In general, I believe that new popular music today is less interesting than it was in the past.

In general, I believe that current popular music artists are less inspiring than they were in the past.

In general, I believe new popular music just doesn’t have as much to say as it used to.

Finally: In general, I’m less familiar with new popular music than I used to be

If you told me I would get a dataset with 1000 responses to these questions with participants ranging from 12 years old to 100 years old, my guess would be that the average answer to all the questions would fall somewhere between a 7 and 10 – as in pretty strong agreement – EXCEPT for people under 20 years old, whose responses would be much lower. You know, the whole “Of course music sucks now compared to what it used to. That’s why I don’t listen to it.” Nonsense.

Now let’s try another one. Without looking, what might you guess the top 10 songs on the Billboard Hot 100 were exactly 30 years ago? The date of the chart was March 5, 1994. If you want to actually take some guesses, maybe go ahead and pause for a sec and jot some notes down.

Here’s some of what I might have guessed:

Superunknown by Soundgarden and Downward Spiral by Nine Inch Nails were about to debut at #1 and #2, respectively, on the album charts on March 8th, partly on the strength of their lead singles – Spoonman and March of the Pigs (also respectively), which had been out for a couple of weeks. Also can you think of a more bonkers lead single to a smash hit album than March of the Pigs? For what it’s worth, Downward Spiral is probably in my top 5 favourite albums of all time. The verse of March of the Pigs repeats three bars of seven and two bars of 4, so it feels super janky and weird (and amazing). There’s also like 7 seconds of basically silence right in the middle of the song, which has a total run time of under 3 minutes. Silence, in a radio single. It’s wild. And I love it. Anyway, I would’ve assumed the chart would include March of the Pigs and Spoonman (which is also in 7).

And Maybe a little Gin & Juice by Snoop? How about No Excuses by Alice in Chains? That Jar of Flies EP was *HUGE* right then. Maybe Can It Be All So Simple by Wu Tang, which was their single at the time. I dunno. Something like that.

Well, not only were none of those songs in the top 10, despite the fact that the ALBUMS were selling like crazy. No, it was way worse than that. Out of the 10 biggest songs that week, SEVEN were schmaltzy ballads. And I don’t mean that as a diss. There were some supreme bangers among them. But SEVEN! Here they are:

-       The Power of Love, Celine Dion at #1

-       Without You/Never Forget you, Mariah Carey at #4

-       Breathe Again, Toni Braxton at #5

-       All for Love, Bryan Adams/Rod Stewart/Sting at #6

-       So Much in Love, All-4-One at #7

-       Now and Forever, Richard Marx at #8

-       Hero, Mariah Carey at #10

Woof. Make a Spotify Playlist of those songs and play it to pump you up at the gym. Ugh. Again, not dissing the songs, but it’s…it’s just way more than a lot. And filling in the rest, I gotta admit, things don’t get much better.

At #9…remember that weird-ass remake of Herbie Hancock’s Cantaloupe Island by US3 that they called Cantaloop (Flip Fantasia), where it’s spelled CantaLOOP because it’s got a drum loop? Gag.

At #2 we have – double gag – The Sign by Ace of Base. Apropos of nothing, there’s a video somewhere of me with my band on the road packed into a van and I’m reading or reciting the lyrics to Ace of Base’s All That She Wants is Another Baby and absolutely can’t get through it without cracking up. What a weird song.

And then saving us finally from the hell that is the rest of our lives, as they’ve done over and over, is Salt-N-Pepa with Whatta Man, featuring En Vogue at #3.

So yeah. 1994 was a time of lots of great and diverse music. But the megahit singles? Just schmaltz on schmaltz. Corn city. And only TWO guitar solos…in All for Love and Now and Forever, both also pretty cheesy. The closest guess I got was that Gin & Juice is there at #15. And the rest of the top 50 is chock full of sentimentality – even our incomparable friend, Raphael Saadiq is there as one of the Tonys in Tony Toni Tone at #36 with (Lay your head on my) Pillow.

Have we officially reached the “blaaaaarrrg, Matt shut uuuuppppp!” point of the episode? Yes? Good. Let’s tie this back to governance consultants:

Whether you’re a deeply experienced CEO or corporate director or governance consultant or educator or whatever, I bet you have powerful strongly-held beliefs about things like, say, board size and board evaluations and how best to discharge a board’s fiduciary duty, and the appropriateness of shareholder-driven decisions vs. stakeholder-driven decisions. Anyway, you have strong opinions about most or all of those things, right?

For example, if I asked you “what’s more effective: a 10-person board or a 50-person board?” You probably don’t have to think too hard to give me an answer, and it’s probably the 10 person board. Now indulge me and take a second to ask yourself where your opinion comes from. Let me be clear, I’m not asking you to justify your opinion. Rather, the opposite. Try for a second to prove to yourself that your opinion is based on something objectively measurable.

“Matt,” you might say, “I’ve read Kao and Couzin’s research from 2014 that shows decision accuracy goes down in larger groups. Plus, don’t you know about group think or social loafing or other phenomena that are more common in large groups?” And I might say, “OMG you’re right all of those factors matter! So, based on some of the other decision accuracy research, that means all boards should be smaller than seven people, right? In fact, there couldn’t possibly be any reason for any decision-making group to be more than six people anywhere.” If we insist on conforming to the findings of one stream of research, that is.

Even if every board being six people sounds amazing to you – which it probably doesn’t, honestly – I feel like we’re being intentionally ignorant. First of all, when it comes to decisions we’re not ONLY concerned with accuracy, right? What if DREAMING is an important element of big-picture decision-making? How many people is the right number to dream as big as possible and consider as many perspectives as possible? And even Kao and Couzin’s research suggests that a range of five to 20 people might be totally fine.

What I’m really trying to say is that there’s actually no foundation at all for most of the orthodoxy around corporate governance. No matter how strongly you believe in one model or approach or structure or whatever, I can almost guarantee there are justifications to do the opposite, at least sometimes.

The Billboard Hot 100 launched in 1958, so if we go back 10 years at a time, the farthest back we can go is 1964. If you had to guess what year was the most wild and diverse, would you choose 1964, 1974, 1984, 1994, 2004, 2014 or 2024? If you were expecting a roughly linear decrease in variety over time, I encourage you to brace yourself. Because based on your hypothesis, the week of March 7, 1964 should be absolute chaos compared to March 7, 2024. Well, for better or for worse, we have three Beatles songs and mostly a bunch of surf and surf-influenced pop songs. It’s a good list! But not particularly adventurous.

But why do we, or at least I, assume that the farther back we go the more complex or interesting or indelible the music will get? Sure, I’ve read the articles about the death of the bridge in pop music – for instance, there was one called “Is TikTok killing off the pop music bridge?” in the Guardian in 2022. I’ve heard about the decrease in key changes in number one songs, like in the article called “The Death of the Key Change” in Tedium in 2022. And I love bridges and key changes. Even though only 25% of #1 songs between the 60s and 90s had key changes FYI. But mostly I don’t think those happened because music got worse.

I really appreciated Chris Dalla Riva’s perspective in the second article I just mentioned that these changes happened in large part because of a wondrous revolution called hip hop. Whether intentional or not – probably completely intentional, actually – hip hop bent and broke essentially every pop music convention. By the time hip hop was 20 years old, it was absorbing sounds and inspiration from literally every corner of recorded music history and injecting life into an early-90s world overrun by power ballads. And if injecting that life meant discarding some bridges and key changes, it was worth it. Because ten-ish years after that, we find ourselves in 2004. And THAT is when the chart is beautifully chaotic and full of songs that have proven to be just as indelible in the mainstream as those Beatles hits from 1964. As in, you could probably listen to any top 40 radio station in the world right now and hear Hey Ya! By Outkast or Yeah! by Usher like 400 times a day.

Does that sound weird to you? Hearing me compare Outkast to the Beatles? Hearing me compare Hey Ya! to I Wanna Hold Your Hand? Comparing Splash Waterfalls by Ludacris to Fun, Fun, Fun by the Beach Boys? Especially if we’re talking about the UNcensored version of Splash Waterfalls? Actually now that I’ve made that comparison out loud can I just say that Splash Waterfalls and Fun, Fun, Fun are both total fuckin bops. If there’s anyone listening who was born in the last 25 years and doesn’t know one or both of those songs, there’s your homework assignment.

Setting aside for the moment your own musical preferences, any resistance you might be feeling to embracing the fact that new music might be pretty great is just you hanging on to unfounded orthodoxy. It doesn’t make you old or stubborn or ignorant. It makes you normal. And it makes you incorrect. The same way that buying in to conventional governance orthodoxy makes you normal and incorrect.

There is no real incentive for governance consultants to wonder about step 2. That’s why they mostly suck. Nearly every dollar ever spent on governance consultants led to a recommendation to collect underpants and a promise of profit. Do your board evaluation, get your fingers out, ask your 20 questions and call it a day. Forget that Anita and Bonnie Pointer wrote Fairytale, the amazing and super twangtastic Pointer Sisters single that went to #13 on the charts in 1974 and earned them Best Country Vocal Performance by a Duo or Group at the Grammys. It was covered by frickin ELVIS! Meaning as trailblazing and amazing as Beyonce is, she wasn’t first or best. Also Texas Hold Em, as rad as it is, is really more like a Lumineers-style pop folk song than country, right? No snark intended toward Beyonce…just really trying to remind myself that the roots of Black women in popular country music run deep.

Sorry, I got distracted. Corporate governance consultants mostly suck because usually the only innovation they offer is a repackaging of conventional nonsense. It’s fine. It’s not morally wrong, or ethically wrong, or even objectively bad. The ROI is just zero.

So what should you do?

If you’re a governance consultant or educator, start obsessing over step 3: good governance. If you can’t describe with confidence and specificity what good governance is – and do so in a way that any reasonable person might say “oh, cool, I understand what you’re talking about” – then you won’t even notice that the river is pouring raw sewage into the ocean. Right? If you don’t know what the ocean is SUPPOSED to be like, then you won’t notice the contamination. Once you’ve done that, you should be able to take a governance-related problem like the board being in the weeds and design a sewage-free intervention that leads to actual, for real good governance instead of underpants collecting. And if it DOESN’T work, then you can work with your client to better understand why!

If you’re a corporate director or senior executive, do the same thing as what I told the consultants to do. But then once you have a confident and specific definition of good governance – ideally one that your fellow directors and executives share – you can then tell any governance consultant that you hire that their work MUST point you toward good governance. And that you’ll know the difference.

Before we wrap up it’s worth saying that I believe good governance can’t be measured based on operational results. In fact, I believe catastrophic failure is an acceptable result of good governance. For more on that, I recently did an episode of this podcast called Good corporate governance does not cause good corporate performance. This is me advising you not to define good governance based on results.

This is not an implicit push for you to embrace my definition of good governance: intentionally cultivating effective conditions for making decisions. If you don’t like it, that’s totally cool. But if you’re having trouble coming up with something better, you might find it useful as a starting point.

For what it’s worth, my two favourite top 10s out of the lists we covered is a tie between 1974 and 2004. Least favourite is a tie between 1994 and 2014. How about you??

[Theme music plays]

We’ve reached the time for a post-credits music nerd thing about the song Hey Ya by Outkast. Which I never realized had something really strange in it, like, staring us right in the face. Which is that the guitar chords through the whole song basically go like this [chords play]. OK we all recognize that. Nothing weird there. Except for the fact that that last chord, E major, clashes with the chorus! I can’t believe I never noticed that! I bet you there’s like a lot of you who are musicians probably played this song around the campfire a million times and realized that the [sings chorus with chords]. What?? They sing the minor third and the chord is a major chord. Really weird. Really weird. Thanks for listening.