Introduction: Why this? Why now?

In other words, the answer to "Why should i care about Ground-Up Governance?"

Corporate governance is broken. Not in the way that the regulators and activist investors obsess over, where the fix is some headline-friendly but toothless rule change. No, it’s both way more and way less than that. Way more in the sense that the *entire* thing is broken and was always broken right from the start. Way less in the sense that it’s kinda easier to fix than searching for the one rule or argument that will cure everything for everyone.

For 20 years I had an amazing job at the University of Toronto’s Rotman School of Management leading a team that studied corporate governance and the effectiveness of boards of directors. Then, in nauseatingly typical mid-life/mid-career fashion, I quit that job a year ago without anything resembling a coherent plan. So, now that I have some space and time to look back on what I’ve learned, I’m seeing patterns and trends in governance I’d never noticed before.

But that’s not what led me to Ground-Up Governance, not exactly at least. This platform is a culmination of the strange evolution of my opinions and understanding of corporate governance. That evolution went something like this:

STAGE 1: I bought into the attractiveness of models, checklists, metrics, and “best” practices. Nearly every course or book or manual that I’m familiar with has its own take on what everyone SHOULD do. For years (many years) I was deeply indoctrinated by this obsession to search for telltale signs of good and bad governance. Every annual report, proxy statement, agenda, or board manual was an opportunity to assign a grade (seriously, I spent countless hours of my life doing just that).

The problem with approaching corporate governance through this compliance-oriented lens, though, is that it’s kind of the opposite of “governance.” Compliance is rule-following. Governance is what you’re actually *doing* within the rules. Just because you’re following the rules doesn’t mean you’re any good at the game. Otherwise, it wouldn’t matter if you were Wayne Gretzky or Bill Mikkelson.

I’m not sure exactly when the seed of doubt was planted, or when I started to let go of my “orthodoxy” in earnest. But STAGE 2 started when I realized it wasn’t just me who saw governance as box-ticking… it was everyone else, too! Even the executives who bristled at “complying” with governance regulations, ratings, or assessments would frequently argue that good governance is the same as good financial performance. But that’s just another rule…one that’s obvious nonsense, at that. Think of all the wonderful performance that preceded and concealed what ultimately turned out to be famous and catastrophic governance failures.

So, in short, I’ve had twenty privileged years to learn, embrace, and ultimately let go of the conventional wisdom of corporate governance. I got to examine approaches to governance in thousands of organizations from the outside-in, and in hundreds from the inside-out. STAGE 3 began when I eventually got time to step back and gain some perspective. I learned that CEOs, corporate directors, governance advisors, people learning about governance for the first time, or anyone in between…we all get stuffed full of words and concepts that seem super smart, but ultimately stunt our curiosity. We lean on our experience and our vocabulary, but then stop asking cool questions about what *could* be. Corporate leaders have the privilege of experiencing and accessing the real inner workings of how an organization functions, but also have the curse of being constrained by “what’s worked in the past.”

That’s where Ground-Up Governance can help. It’s for everyone who wants to break the curse, or wants to avoid it altogether. We’ll explore all those arcane words and concepts using plain language, silly stories, and expert perspectives. Along the way, some of us will start to feel free to let go of what we thought we knew about corporate governance. Others, maybe those of you who are new to the topic and never bought into the status quo in the first place, will enter a boardroom for the first time feeling free to do things in brilliant new ways.

Ground-Up Governance will give you a new lens through which to view how corporations work and the roles that boards, executives, and internal or external interested parties play in making great decisions. Along the way, you’ll meet an interesting cast of characters, both real and imagined, and grow your own community of people who wonder how the future of corpo

rate governance can be better than the present.

Think of the Ground-Up Governance newsletter kinda like a dictionary or encyclopedia that, instead of being alphabetical, will only use jargon that we’ve already defined, which means we’ll start really basic and get *way* more specialized over time. This means you’ll have to resist the urge to say things like “tell me how to apply this in my boardroom,” because it’ll be a while before we even have the words to define “board” or “boardroom.” Be patient…we’ll get there. This encyclopedia will feature brilliant and hilarious illustrations by Nate Schmold, and other super fun elements.

We’ve launched today with the first batch of jargon, and the first three episodes of Sound-Up Governance, a 10-15 minute podcast featuring special guest experts who add important flavour and perspective to our growing vocabulary. After these first three episodes, future episodes of Sound-Up Governance will be available 2-3 times per month for paid subscribers. As Ground-Up Governance evolves, we’ll have more and more fun, funny, and informative features and guests, lots of written elements, illustrations, videos, and audio. Each audio post will have a full transcript and each written post will have an audio version. If you have any difficulty at all accessing or understanding our content, let us know and we’ll do anything we can to help.

Thanks so much for checking out Ground-Up Governance. I can’t wait to have you with me on this journey.