Boards and governance: Lessons from 2022

Rightly or otherwise (and I am partial to the “otherwise”), many in their commentary were referring to 2022 as “post pandemic”. As the year closed out, we are looking at new Omicron variants XBB and XBB1.5 which suggest the pandemic is alive and kicking. Not just that. As the Chinese government eased off their zero Covid strategy with citizen protests, Covid was rampaging through the Chinese population. Wishful thinking aside it is safe to say we won’t be arriving in 2023 “post pandemic”.

Anyway that is not what this post is about. It is about the lessons from 2022, drawn not just from my own direct experiences but also from conversations with many other board directors of a range of companies, mostly in Chatham House Rule forums and private conversations. I express my gratitude without attribution, but they know who they are. By necessity some of the post is abstract but hopefully each point will give you something to think about.


Sometimes “what” matters more than “how”. Since we started with a digression on “post pandemic”, this stood out to me as one of the most important lessons. In the two years of lockdown, followed by various attempts at opening up all the way to the belief that Covid is over, we have gone from struggling with Zoom and multipartite calls with varying web access quality to some Chairs demanding that all meetings now be face to face.

Well, surprise!

Diaries for board meetings and prep meetings are often committed 18-24 months in advance. While we had struggled to find a new equilibrium with the world of virtual work, some have now genuinely forgotten to leave travel time on their diaries as they switch from one meeting to the next.

Chairs demanding all meetings be face to face came, well, face to face with the real question: would you rather have a hybrid or virtual meeting that is quorate and high attendance, or would you rather risk apologies from directors unable to attend meetings face to face if they are forced to commute?

As of the end of 2022, there was no definitive answer. On my heavy workload committees, I am not enforcing face to face meetings because people present and prepared are more important to me than a stack of apologies and absences where the work then has to be done by circulation. Your mileage may vary.

Governance is not just about the “what” but also about the “how”. Do I contradict myself. What can I say? To quote Walt Whitman, I contain multitudes. Poetry aside this is not so much a contradiction as a related point.

What we do in our governance roles is the “what” which is made immensely easier and even more meaningful if the “how” namely the culture and leadership in the organisation we oversee are fit-for-purpose. In the pandemic it was clear that companies that had a strong culture, clear communication, and competent leadership worked better than those without.

But the pandemic was a systemic shock too. To believe what worked before and what worked during the pandemic will work in the world of work and business fundamentally altered by the pandemic is to engage in wishful thinking. Especially if we are to go on pretending we are “post pandemic” while many experience long Covid and those who are medically vulnerable continue to have to find their own ways to protect themselves.

In the pandemic people got used to remote working; employers had to find new ways to engage on topics of occupational safety and employee wellbeing; organisations got used to monitoring and collecting data on employees way more than had been the case before; and while older workers reportedly took early retirement exacerbating labour shortages, the younger reportedly began engaging in quiet quitting.

Whatever worked in the pandemic or before it as acceptable culture or leadership style is all in tumult and needs to be remade into being fit-for-purpose. Not all organisations are managing the required change and transformation well.

Rules made for BAU do not work when things are BA(un)U. The pandemic was not BAU but for many organisations their business continuity planning came into its own enabling them to continue operating. That is not what this learning is about.

Organisations experience crises and emergencies. Which often reveal fault lines in management and in boards. It turned out that “post pandemic” attempts at returning to a pre pandemic “normal” found mixed results because a lot of things had changed. Outright crises were not uncommon either, whether they made the business news pages or not.

Even without invoking cliches about crises being opportunities, crises and emergencies really do offer a chance to rethink things. They offer a chance especially to ask whether the leadership team and the board and the way they engage and operate are fit for purpose, whether the organisation’s policies and ways of working – the connective tissue of the organisation as I wrote earlier – are serving the strategic goals and the stakeholders, and whether “how we have always done this” is an idea best confined to the bin.

Sharing of experiences among board colleagues suggests that not all organisations were ready for the changes. The theme will continue in 2023.

Demanding accountability is not adversarial. And it should not be seen as such by either the board or the management. It is the board’s job to ask questions, to scrutinise, as well as to provide support. It is the management’s role to provide the board with sufficient assurances with evidence and to address difficult questions.

If an organisation’s management team actively resists being held accountable, presents only good metrics (e.g. changes metrics from meeting to meeting), delays answering questions (e.g. from auditors), or otherwise obfuscates, an alert and engaged board and its committees should take notice.

We are not “post pandemic”. If anything we are in a liminal space marked by change in many aspects ranging from geopolitics to macroeconomics. It is clear we will spend 2023 navigating a macroeconomic environment that few in board rooms and executive suites have experienced before. What we as board directors demand accountability for will itself change and therefore discomfort may remain a theme for some time to come.


Some other governance related things I did in 2022:

Women on Boards UK celebrated 10 years in September this year. To celebrate they produced a series of 10 podcasts called 10-from-10. I was honoured to be the guest on the inaugural episode. You can listen to my episode of the 10-from-10 podcast here.

Following my speaking to the topic The Age of The Digital Board, at CriticalEye’s Non Executive Directors’ Forum in July 2022, I was invited to speak to the topic Talent, Tech and High Performance at CriticalEye CFO Retreat in November 2022.

I am however particularly proud of having tackled the tough topic of Bullying in the Boardroom at a keynote at Governance 2022, Chartered Governance Institute’s flagship event in July 2022. There is also an interview with me titled Governance is a Contact Sport, which can be read here.

If you would like me to speak at your event, public or internal, about dry governance topics (or about risk, technology, talent) albeit in accessible and fun ways, please email me.

(Disclaimer: These are my own views and do not reflect the views of the boards of JP Morgan US Smaller Co.s Investment Trust or Temple Bar Investment Trust or London Metropolitan University or Harmony Energy Income Trust, where I serve as a non-exec director, and chair various committees at the time of writing.)

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