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Sound-Up Governance (ep.33) - Abandoning the search for a causal relationship between governance and performance (feat. Jenn Fong)
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Sound-Up Governance (ep.33) - Abandoning the search for a causal relationship between governance and performance (feat. Jenn Fong)

Two corporate governance consultants ponder the whole point of their professions...and come up with some cool ideas!

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TRANSCRIPT

Jenn Fong 

Okay, so did you hear that thing where it's like, if you're in a room with higher ceilings, groups tend to think more ambitiously or like they have bigger ideas than if they were in like a very claustrophobic space?

Matt 

No, I didn't hear that. And so that's, as you might imagine, I'm so interested in Okay, was there any more to the story?

Jenn Fong 

That's all I got, and I'm gonna cite the source which is TikTok. So you should definitely look into that.

Matt VO

Welcome back to Sound-Up Governance. In keeping with my habit of bringing people I barely know on the show, just because they challenge me or say really interesting stuff. I'm super grateful to have had the chance to chat with Vancouver's Jenn Fong, a consultant at Realize Strategies who specializes in governance. In fact, Jenn was formerly with WATSON Advisors, which is probably Canada's most prominent governance, consulting specialty shop. So despite being very young, Jenn seen a lot of governance-y stuff. Most importantly, she's deeply nerdy about it, and occasionally reaches out to me with the most delightful and skeptical questions. And it just became clear that she'd be a perfect guest for the show. So let's hear more about Jenn.

Jenn Fong 

Basically, I did my science degree at UBC. I did it in behavioral neuroscience, which dealt in sort of the combination of physiology and psychology. So what happens in your brain when you sleep? What happens to your brain when you feel motivated? What does motivation look like? And you took science courses, and you also took - I'm using quotes here - arts courses, where you learned about like, human dynamics and more what people think of as psychology. Anyways, did my degree realized I wasn't suited for the practice of science, because I found it taxing, and I saw that I was most curious about how big important groups make decisions and how interconnected things like the government was to the economy, to people's welfare, to people's need for social services for, for all these different aspects of our lives, which led me to wonder like, how do we, how do these groups of people make the right decision and use their resources in the right ways to better the lives of their citizens? Right? All said and done, I landed at UofT for a master's of Public Policy and Governance.

Matt VO

U of T is Canadian for the University of Toronto

Jenn Fong 

Which was probably the two most difficult educational, like years of my life, I was just so unused to that sort of learning style. In science, you know, it's like, here are the facts, learn them and then put them on a piece of paper for a test. It was more of a discussion like what are you actually thinking about this? Like, what are the relationships you're seeing? Like, explain it. And I just was not used to that and the amount of reading oh my... not used to that. But I ended up working in at the Ontario Public Service for a little while, then moving back to Vancouver without a job. And WATSON was hiring at that time. And applied, got in, actually didn't know anything about board governance at all. Like it wasn't even a topic that I governance itself, not, yes, a topic but in terms of government, but not boards or any other sort of groups of people that do any kind of governing. And it was just, it felt like my professional growth just like fast tracked the moment I stepped into WATSON. Like really deep dive into this concept that I never knew anything about really high performing people that made me perform better. Like I learned so much about just everything consulting, like, how to think about things like how to think and systems like how to... it was just a really good time. Really interesting. So that's how I ended up in governance like accident.

Matt VO

Jenn's path to the corporate governance world is so typical in its, I guess serendipity is the word I'm looking for. Like almost everyone I know in this space, including me, we got here entirely by accident. Anyway, one great example of Jenn reaching out to me with a really provocative nugget was that she just heard a speaker describe the role of boards of directors as risk mitigation, which gave me pretty strong feelings and reactions. Beyond wanting to provoke me. What did Jenn find interesting about the notion of boards as risk reducing machines?

Jenn Fong 

It was just so different than how I viewed governance that I felt, and I posed this question to my other governance colleagues, too. I just felt it needed to get a sense check on whether or not I was drinking some kind of juice. That wasn't the thing, you know? I'm like, I believe governance is not that. I think it is so much more around, actually I really enjoy, like the way you see it, like the conditions we need, right? There's this design piece. It's, it's, like I said, process dynamics, like design all these things together. And often people do think of it as only compliance-y, or risk mitigation or like structures and check things they need to do, but then set aside because there's other important work that needs to be done. But all that other important work that needs to be done is part of governance, too. So I just needed I, you know, when I heard that, I was like, really, is that still the thing? I'm thinking, am I crazy for not thinking this way? You know, how do we get to that place that I'm imagining that we can all get to?

Matt 

I'm going to share one of the the things that I think has gotten, has forced some people into that line of thinking that you're suspicious of, which is: perhaps the most influential stuff that happens around corporate governance is the reactions to catastrophes, right? So the like, Enrons and the financial crises and, and all the regulations that come out of those things that are reacting to a catastrophe. And so then educators like me and my peers decide we want to start using case studies that use examples like the Challenger Space Shuttle explosion, or like other really dramatic, awful things. Like, why are we using the catastrophes to define corporate governance? You know what I mean?

Jenn Fong 

Yeah I know what you mean. That's yeah, that's really interesting. I think it's I think it's a couple of things. I think people in leadership positions and any person, right, like, we aren't good at all things, there's going to be some areas that we're better at, some skills and tasks we're better at. And in order to think about governance in this like, wholesome way, you need to think about it in terms of like a system. And then also the input and output, of which there are many inputs, right, and many potential outputs. And that kind of thinking, takes a lot of work and time. And if you're just in the day to day of doing the governance stuff, right, because it's necessary, and you do logistically need to get it done. Then taking that step back, and really seeing the whole picture, and really planning out the best picture that you could have his time you don't have maybe interest you didn't have or like, ability that you didn't have, because some people, I think it's this kind of a skill, and not everyone can have that integrated sort of thinking. So...

Matt

For sure.  Yeah, I think that's 100% true. And I, I think there's also there's another thing that we and this is, you're now in a position to do this, too. And I hope that you you're you're more careful than I was for the first 20 years of my career. Which is... and you'll this, this might sound a little bit hypocritical, too, because I'm in the process of kind of disseminating content. Anyway, I'll make my point. We feel like it's important to boil really big, big governance concepts down into catchphrases. And it's not that we don't explain the substance behind the catchphrases, but the catchphrases are so much stickier and so much more memorable than the substance is that the consumer of the catchphrase leaves without the substance, right? So we end up with stuff like "noses in fingers out."

Jenn Fong 

Right. Oh god.

Jenn Fong 

Right

Matt 

Or "you have a duty to the corporation,"

Matt 

Or, or whatever it is, where, where, which is, they're all kind of vaguely okay.

Jenn Fong 

Yeah vaguely okay

Matt 

Yeah, if you ask somebody, "okay, but what does noses in, fingers out mean?"

Jenn Fong 

Right! Yes, exactly. What does it mean? How do we do this in practice? What do we agree as a group that means for us in relation to all the other parts of our governance network? Like have we thought about how if it's a not for profit, like how the members take part in governance? What do we have to do to prepare them to do their role? What do we like it's all this, like I said, this system. And to be fair, I think, you know, insofar as we think governance has like a marketing problem, I think all other professions have a marketing problem too, because like my partner is in is in comms. And some leaders, you know, CEOs or whatever they know they need a marketing or PR or comms team, but they don't understand the full potential of that team or like, right. So I don't know any person that can, that can carry all those different ideas about the fullness of like each task or each area to and really, like get it all together. So maybe that's where like having, knowing at least you don't know, knowing that, at least there's more to know and like, getting in touch with the people who could possibly know would be beneficial. But it's then maybe the knowing that you don't know part.

Matt 

There's another thing and just sort of taking all of what we've talked about so far and thinking about it. There's another thing, an element of something you asked me that I I've been kind of obsessed with for a long time, and I have specific strong opinions about it. But they're the strong opinions weakly held, as they say. Which is you ask something about the, like trying to seek a causal relationship between, I'm going to paraphrase, good governance and good performance. Which, you know, rather than me react, I mean, what is what, tell me where this is coming from, what's interesting to you, and what you think.

Jenn Fong 

I heard someone say that governance is a method you use to not fail, versus a method you use to succeed and had lots of thoughts around that. You know, we reached out to you, we had a chat about it. The question then is if we want to remarket governance, I feel some people would want that evidence to say, "show me that then governance is a method for success, that there's this direct link." Right? Between what we do in terms of governance, which is broad, to success, however we define it or how someone would objectively define it don't know that that's possible. But so yeah, what would that what would that entail? I don't think you could. Because you know, the way I see governance, it's a whole bunch of different stuff, and a whole bunch of different areas that all add together in mysterious ways. And then bam, either something great comes of it, or you try again and then something great comes out of it. Right? So like, how do you how do you say, performance evaluation of your CEO? That's governance. Thinking about organizational culture, that's part of governance. Like, it's all these different little pieces that people don't think, collectively is governance. So...

Matt 

So I tell you that the challenge that the way that I get challenged on this now, now that I'm framing good governance, very specifically as being intentional about the conditions around decision making. And I'm just basically saying, as long as you're intentional, that's good. If you're not intentional, that's bad. And someone will say to me, "what if the result is bad?" And I'll say, well, there's lots of awful decisions that have good results. Right? So if we're, if all we're concerned about is the result, it's, I used, someone asked me this question in a class this morning, and I just said, okay, well, you know, you could just say, "Hey, I've decided never to wear my seatbelt and always speed and not only am I getting everywhere faster, but I don't have the I find seatbelts really uncomfortable. So like, clearly, I've done something really smart and good." And you and I might look at it and say, that's actually really stupid. And they'd say, "Well, you can't argue with results." And I'll say, "yeah, you can!"  Like, you're being stupid.

Jenn Fong 

Not with that person because unfortunately they're...

Matt 

And, and what I'm saying is, you know, if we're if we're looking for a connection to performance, that's going to elude us, because the fact is, there's a there's a probability that no matter how well we, how good the inputs are into the decision, which is all we can control, it's possible that is going to turn out shitty. And then all we can do is approach the next decision really well, too.

Jenn Fong 

Yeah. I think that's, at least for me, that's more acceptable than bumbling into something, the outcome turning out well and thinking you did a good job. 

Matt 

I agree.

Jenn Fong 

And I think that you're not being intentional about governance just to be intentional about governance. Like, there's a point to this, which I think is whether or not you're helping your organization achieve its purpose. I don't think it's about, I mean you can link performance to that, like how well we are achieving our purpose, and measure that and view that as the performance. But I think people see performance in other discrete ways, like, the efficiency of our programs or productivity of our employees, or... like, I think the end goal is always have we met, what we set out to achieve, like this vision that we're, we set for ourselves. And if you can be intentional about how you do that, then everything else, I'm like, fine. It's all... there are going to be some bad years, right? Like, who knows? Bad decisions were made maybe the economy was bad, like, we can never control for these things. But if we're always at least heading like that upwards, then I will accept that, rather than just like this bumbling like and years, we're just taking forever, and we're not getting anywhere and we're not clear on our purpose, and we're not getting anywhere near to meeting it, then I'm just like, what are we doing?

Matt 

Right, okay, can I challenge you just a little and this may be a misinterpretation of what you're saying? Does that imply that failure is always a result of bad governance? So if we ultimately if our if our organization fails, is that always a governance failure?

Jenn Fong 

I don't think so. Because I don't think even despite best efforts, we could possibly know how... we couldn't possibly know everything, you know? But then, you know, if I'm being really strict about it, like, but maybe I could say, well, like, you know, maybe some organizations could have survived COVID if they had done enough scenario planning. But honestly, is that fair? Like could we possibly have known that it would have been to this extent, et cetera, et cetera, right? Like, there's only so much scenario planning you could possibly imagine, like, we're not imagining the situation where, like, aliens take over the world and we need to pivot our industries to meet the needs of our alien overlords. Like, that's not the scenarios we think about, you know?

Matt 

It's really good examples. It's, you know, COVID is a great example, because how many organizations looked like geniuses for building shiny new buildings until the moment that nobody was in them, right? And now, and we can look at them now and say "what idiots!" It's like, well, they were brilliant two days ago. What, which one is it?

Jenn Fong 

Yeah, so I don't think that just, ya know, if you tried your your damnedest, like, I think you deserve a, you know, a pass.

Matt 

Right. And, and again, I think you you've made a really good point, having clarity of purpose, being intentional, on a lot of different fronts. So, yeah, this is basically a long way, and I don't know if you've, if your you've hit the same point that I'm at, I don't really believe that it's all that important to look for a direct causal relationship between good governance and good, let's say financial performance, or even good organizational performance. I think good governance can be measured by experiencing it. But it's hard to measure in other ways. And we can measure compliance, we can measure operations, governance is something different. Sadly.

Jenn Fong 

I think that in the practicalities of it, it is not important. But in the terms of everyone understanding it, people not in the field understanding it and viewing it as important enough to consider, or like to think about things that way, then I think sadly, that could be one piece of evidence that they need. For some people. Different people need different, you know, reasoning to compel them to change their minds or to think about things differently or whatever. But like, I bet there's probably some subgroup that's like, show me how this is related. Show me why should I bother. Show me why I should put some energy time resources towards thinking this way.

Matt 

Yeah, this is one of the things that I like about framing governance around decision making is that there's a lot of really good science about, we talked about this up front, right? I don't know if the TikTok thing has science behind it, but let's say it does. Certainly the temperature and lighting do. Certainly there's a lot of stuff about people making decisions with incomplete information and all that stuff. And so we can say with confidence, "yes, these conditions do affect our ability to engage effectively in decision making as individuals and groups." And someone might say, "Well, how do decisions affect, you know, the performance." And you'd just say, "don't be an asshole!"

Jenn Fong 

Tell me why we need a decision for success!

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Matt VO

You just heard a great example of why Jenn really stands out to me, especially as a consultant. There's a compulsion to walk into a room as a paid advisor and start by taking a strong stand about what's right and wrong, good and bad. And to impose that on your client from the start. Jenn's already got this sense of yes/and that I think, is critically important to actually make a useful difference in corporate governance. Another great example of her cool combination of curiosity and willingness to change her mind came when I was about to wrap up our interview, and she asked if we could talk about one more thing.

Jenn Fong 

Like, for example, I was thinking, I think all chairs should be trained, for one.

Matt 

I'm very interested in this. Okay, just say more, because I'm actually a little confused right now. And I'd love some clarity about what training actually helps a chair be good.

Jenn Fong 

Right, I know. Even as I say that, it's like in this ideal world, there would be a chair of school, and then... No, no, like, what kind of world am I living in? If governance is going to be a tool for helping organizations succeed, then it feels like we need to change a lot of minds about what governance is and how it works, et cetera, et cetera. So how do we get there? And what is an efficient way of getting there? And I think one way would be, if at least the leaders on the board are using that mindset, then they could guide the other x number of people on the board towards that. So then, if that's if we think that's true, how do we get leaders to think that way? Would it be something? and my first thought was like, I don't know, maybe there should be a course. But not that, you know, I know, like, theoretical in class learning is not how practical applied, like things happen in real world. But...

Matt 

I don't have I don't have a problem with that. I don't think that's... but I think what's unclear to me... Well, I have I have internal clarity and confidence in my own opinions, but they but at the same time, it's just my own clarity. And my own opinions. It's one jerk's opinion. And I could with a lot of, with overconfidence go out into the world and say "every chair should come and spend a day with me, and I'll teach you how to be a great chair, because I know what that looks like." But that's really just my opinion of what it looks like.

Jenn Fong 

Yes, I understand. Yeah.

Matt 

And there's, there's, you know, I've seen a lot of very well educated board chairs and directors who've taken lots of courses and consumed all of the intellectual property that exists in the world about corporate governance, and I don't know that it helps the behave any better.

Jenn Fong 

Yeah. I think maybe it starts with at least helping chairs see the fullness of their role. Because if they could see themselves past just being a meeting implementer, at like the most basic level, like you started the meeting, and you sent the agenda yesterday. And into you are kind of strategically leading this group of people to think about things over the long term and meeting the purpose, and fulfill your duties as a board. That's like a mind shift for a lot of chairs, because I don't think many know that that's within their purview. You know?

Matt

I do know! And I think I'm going to give a specific example of another thing that I that I think chairs kind of, it's not that they mess it up, they do mess it up, but it's not their fault. It's that there's not the it's not obvious, or why would it be obvious to them that they could do something better. Which is: I've got some people on my board who are so smart, and every time they speak, they add a lot of value, but they're just like, always so quiet no matter how many times I point my finger at them and say "talk now!" And so I've given them opportunities to speak and they never do. And there's where this this sort of really much more aware intentional social and inclusion aptitude matters a lot. And I think there's this tendency to think that that's like beneath a board. Right? "We shouldn't have to do that! Everyone should show up ready to participate!"

Jenn Fong 

Right? Yeah, I know. So part of the... I told you I did that like governance 101 or whatever. And I spent a little bit of time on the importance of culture. And I gave some ideas. And hopefully this was helpful to talk to them. But I think this could be used in other places too. Where, like, there's different ways for conversations to be held, you can do that round the table, where sequentially each person must state something. It puts a lot of pressure on people. And it seems very like contrived. You can do the, like, whoever speaks up first, whatever. We'll point at you you go. You can do Robert's Rules, where it's like the listing, and then you only get a second chance, you know. Lots of different ways. But I think one thing that people could do is to ask the question, and say, I'll give you a minute to think about it. Because some people, myself included, I need that moment to just process and then formulate what I'm going to share and then share it. I can't. I feel less comfortable just being like, here's the question. Okay, now go! I'm probably going to be like, okay, I'll just let everyone else go first. And if I really feel like I really want to say something, maybe I will.

Matt 

Right. I like that idea a lot. I you've actually I take it probably irrationally, I take it even farther, where I usually try to give people like a week to think about it.

Jenn Fong 

Yeah. Yeah, whatever it is, like, I know that's like the ideal where you're like, here's the agenda. Here's the questions. Here are the thought starters. But then sometimes I wonder if they actually anyways, that's an aside. But there's like the, what is it? The 4321 method that I just saw. This wouldn't be maybe useful for boardrooms, but maybe in facilitated, like, workshops, or whatever. You pose the question. You think about it, you talk about it in a group of four, so it's like a smaller, less intimidating group than like a group of 12. And then you break off into groups of two. And then... or is it like 1234? Whichever. Like, you break up into separate groups until you can all collect together, but by then you've already shared your thought with at least two other people in like a... And so you're less, and everyone's already kind of heard it. So we can all just like, get together and share all the interesting ones. And someone's probably going vouch for your idea, because they've heard it.

Matt 

Oh, I love it. And I also think that that's, it's perfect for a board meeting in the sense that, you know, usually we avoid this type of less formal seeming exercise in board meetings, because we believe that it's taking up valuable time.

Jenn Fong 

Yes, yes, exactly.

Matt 

And I look at I'm just like, well, in a small group, for example, we're much it's much faster to process 12 ideas down into two or three ideas. We could do it in, you know, 15 minutes, instead of trying to do that all in one big group. And so it's actually a time saving exercise in a lot of ways.

Jenn Fong 

Yeah it could be. I don't know. throw that into your next client board meeting. Let me know how it goes.

Matt VO

One of the most fun parts of having a conversation on the record with a near stranger is that you can almost hear the two of us pushing and pulling against each other's opinions and experiences as we get to know each other and learn. I'm really grateful to Jenn for bringing an adventurous spirit to her governance work. Her clients are more lucky to have her than they likely realize. Once again, thank you for tuning in to Sound-Up Governance and being part of my journey. Please send any feedback, suggestions, vacation tips, cute pet photos or whatever to soundup@groundupgovernance.com Catch you next time.

Ground-Up Governance is a reader-supported publication. To receive new posts and support my work, consider becoming a free or paid subscriber.

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