Curiosity, courage and authenticity in the modern boardroom

Intro: Welcome to the Corporate Director Podcast, where we discuss the experiences and ideas behind what's working in corporate board governance in our digital tech field world. Here you'll discover new insights from corporate leaders and governance researchers with compelling stories about corporate governance, strategy, board culture, risk management, digital transformation, and more.

Dottie Schindlinger: Hi everybody and welcome back to the Corporate Director Podcast, the Voice of Modern Governance. My name is Dottie Slinger, executive Director of The Diligent Institute, and I'm thrilled to be joined once again by my two incredible co-hosts, Megan Day, strategy leader here at Diligent and Kiera Chiarelli, head of Research for Diligent Institute.

Kira, Megan, how are you both doing today?

Meghan Day: Pretty well. Oh, great to be here. As always, Dottie.

Dottie Schindlinger: Well, I feel like we need to reflect on the fact that we are just back after the, uh, big holiday appalooza, um, and crushing defeat to Belgium here in the us. Uh, so happy two 50th birthday people. She said with a question mark at the end of that sentence.

Meghan Day: Surviving, what

Dottie Schindlinger: did you, maybe

Meghan Day: not thriving.

Dottie Schindlinger: What did you, what did you do over the holidays? Let's go there. Kira, how about you? What did you do this weekend?

Kira Ciccarelli: We were up in the Pocono, so it was, um, I wouldn't say we quite escaped the heat, but we certainly came, uh, down about 10 degrees from the highs in the Philadelphia area, so that was helpful.

Dottie Schindlinger: Yeah. The temperature topped like 1 0 3 in Philadelphia was. Incredible. It was so, so, so hot. Um, and I have to just say, I don't know if you've read the news about what happened in Philadelphia on the fourth. Um, but you know, we had a major storm rolled in literally right at the very moment when the fireworks were supposed to begin.

And by major storm, I mean it was like thunder, lightning and tornado warnings and flash floods. It was bad. It was bad, bad, bad. Um, because of course it'd been so hot. And then a storm rolls in. Storms are severe. So everyone had to clear the park. They had to like stop the concert 'cause they have that big Welcome to America Festival in Philadelphia every year and big name acts.

They had to shut it all down. Um, and they decided they would ride out the storm. So do you wanna guess what time the fireworks went off?

Kira Ciccarelli: 11:30

Meghan Day: PM The 5th of July.

Dottie Schindlinger: 2:45 AM on the 5th of July. And let me tell you, people. Philadelphia's not happy about that because everybody had just gotten to sleep, finally got their kids to settle down, finally got their dogs to stop freaking out.

And then at 2 45 in the morning in Philadelphia, the world is ending because it's the biggest fireworks display Philadelphia has ever had with, I don't even know how many explosives. And because there had been this major heat wave and this major storm. The smoke got so thick that you couldn't actually see the fireworks display and then the smoke just hung in the Delaware Valley and created like terrible air conditions for about a full day afterwards.

So that feels very on brand for the two 50.

Meghan Day: Lots of learning lessons, uh, for the team involved in the execution of that event.

Dottie Schindlinger: Yeah. You know, I, I did a lot of, um, I did a lot of like reflecting this weekend, I have to say, because, you know, 250 years of a, a Democratic republic is nothing to sneeze at. Like, no one thought it would ever last that long.

So I think that's actually something to be, you know. Noteworthy something to be noted. Um, and I, and I re-watched all of Ken Burns American Revolution series and I re-watched John Adams on, um, on HBO. And that was fun, by the way, to have the juxtaposition of the two things. 'cause you know, it gives you the, and then of course.

I had to watch Hamilton, so I re-watched Hamilton on Disney. That's how I spent this weekend. And I gotta tell you, I was, I was really, um, I, I wrote about this in LinkedIn actually. I was really reflecting on governance of a country versus governance in a boardroom. And I spent some time kind of thinking about this.

And I, and I was really thinking about how during the founding of this country and in most boardrooms that I've ever been in, the really good conversations are the hard ones. That, you know what I mean? Like, it's where people don't immediately agree. They have very entrenched opinions and they argue them passionately and then somehow some way begin to find a path to compromise and come to something like a consensus, or at least they, you know, decide to just put it to bed with a vote and move on.

Um, and it's really hard work and it's really satisfying work and. I was just reflecting on how, I don't know that we still have that muscle as a country anymore, and I don't know what you both think about that, but I'm just gonna lay that out there. I'd love to hear your thoughts about that. You know, good boardroom conversations are the heart.

Meghan Day: No, absolutely. And muscle as a country, but also how many boards feel like they have that muscle as sharp as it needs to be. Because listening to you talk about that, my mind went immediately to, that's how. Progress happens. That's how things move forward. That's how innovation occurs. And so unless you are doing that, then you know the likelihood of you ultimately being successful in the long term, be it 250 years or 25 years, because what's the, the length of a public company these days?

It's shorter and shorter. You know, the, those types of conversations to move things ahead, I think need to be happening more frequently.

Dottie Schindlinger: Yeah, Megan, I think, I think you're really onto something there, right? I, you know, it is true. Um, being a good board member takes a lot of courage and it also takes a lot of checking your ego at the door, and those are things that aren't always applauded these days.

I feel like we are in an era of. Big egos getting all the props and you know, I think about like the big personalities out there right now. You pick your, pick your poison people. I'm sure you can come up with 10 names very quickly. They, they tend to get more rewards for the bigger their egos are. And yet when I think about how this country came to be, when I think about some of the, the greatest moments of innovation of companies, when I think about some of the most exciting, satisfying boardroom conversations I've ever witnessed or been a part of, the magic happened when people finally set their egos down and focused on what was, what was in the best interest of the, of the whole, and what can we do right now with what we have available.

To get us out of this mess. You know, it's usually there's a mess and we have to get out of it. And how can we, how can we move forward? That always has seemed to be when real progress happens. And so I was reflecting on this a lot over the weekend that. I feel like we're at a breaking point in this country where we're gonna have to have to start to set some egos aside and figure out how to do things that are, that are good for more than just a, a single individual.

And I'm starting to see glimmers of it. I'm starting to see glimmers of that becoming attractive again as an idea, but it has felt for the last probably decade, like me first. Was the norm and the thing that got all the attention and the applause.

Kira Ciccarelli: I think it's almost like we've lost sense for what the actual goal is a lot of the time.

Like it, yes. It no longer feels like the goal is solving the problem. It feels like the goal is convincing other people that you are, right?

Dottie Schindlinger: Yes. Right. And and why is that so important? I, you know, it is really interesting, like I, I, this is very naive of me to say out loud, but. I've just never really understood why that was so critically important to some people.

Like why is being right more important than doing the right thing? I, I don't know, but I, but I'm, I'm hopeful that we can start to move beyond that and certainly, you know, look it, it's been really. Really great to be in other parts of the world this year because you know, the US it's got a big population.

It speaks with a very loud loudspeaker, but it is, but one country in this world. And there are other places in the world that quite frankly are bigger superpowers now. And they have a different ethos, they have a different approach. They have more of a. A communal thought. And you know, I'm not saying that I wanna leave the US but what I am saying is I think there are other models that are working and it's, it's instructive and useful to go see them.

Now, I'm not saying any of them are perfect. I mean far from it there they're as messy and as chaotic as any other democratic effort is. But it is. It is helpful to remember there are ways that you can approach decision making and ways you can approach deliberation that don't just look like I'm gonna convince you I'm right.

I'm just gonna keep shouting at you until you back down and acknowledge I'm right.

Meghan Day: I'm just chilling up here in Manami, Stan, so it's all good for me.

Dottie Schindlinger: Megan. Well, listen, um, I, I know that was a weird little tangent, but hey, I, I had to just share it. I, I do think it's a good segue though to the interview that I got to do today with Katherine Henry. Katherine Henry, she's on the board of Lululemon. She's someone that I got to meet at this retreat that I attended in February and I really just, uh, thought she was terrific and so we invited her to come and speak at Elevate this year.

She's now part of our Trusted to Lead program, which we just launched last month or two months ago. Um. She's got just such a fresh and interesting take about authentic leadership that I'm excited to share with this podcast. I think it'll resonate for a lot of people. So let's come back and talk about what we heard after we take a listen to the interview.

Joining us on the Corporate Director podcast today is Catherine Henry. Catherine is a director on the board of Lululemon and the recent author of a New memoir, A Dime to Say I Love you, Catherine. Thank you so much for joining me on the show.

Kathryn Henry: Thanks, Dottie. It's always a pleasure to have a reason to hang out with you.

Dottie Schindlinger: Oh, I feel the same way. Well, listen, um, I, I wanna start off by having you introduce a bit more about yourself to our listeners than just your name and title that I just rattled off. So maybe you could share a little bit about the path that brought you to board leadership.

Kathryn Henry: Sure. And, and it's definitely the path least traveled, kind of like my career.

Um, I was actually in my executive role at, as an employee, as a C-level executive at Lululemon and. I was in succession, I was going off to Harvard. I was, my career was just taking off. It was fantastic. I'd been there for a handful of years and my wife had been in remission from cancer and had some tests done, and the cancer returned throughout her body.

So I, I left my job on great terms, but I left my job, um, in order to deal with, you know, sometimes the kind of things that life throws at us. But during that timeframe, the founder. Chip Wilson reached out to see if I would be interested in taking a board seat that was basically associated with the family and with their ownership stake in Lululemon.

And the board was amenable to it. And that is how I became an independent director. Definitely the path, well actually at that time I was not an independent director 'cause I had said an employee, but that's how I became a board director.

Dottie Schindlinger: You know, it's so funny, Catherine, 'cause I think every director I talk to about how did you, you know, what was your journey to the boardroom?

They'll go, well, I did a very atypical journey. But I, I'd love to talk to you a bit more about how your personal journey influences the way you show up in the boardroom, because I, I think you're, you're. Your personal story is so powerful. So how does that translate to the work that you do as a board member?

Kathryn Henry: I think one of the biggest things that shifted for me and, and how I show up as a board member, but just how I show up in life, is because of the personal experiences. It almost served as an integration of all elements of my life into this just one, one person. So. There were times prior in, in my life as an executive or as a aunt or as a sister, you know, showing up differently, like putting on almost a different persona.

And after the experiences that I had that were pretty transformative, I'd guess I'd say it just shifted how I show up. And now it's like showing up just as the same individual, whatever room I happen to show up in. And it's been, it's been freeing, frankly, and it's kind of great to, to be in a boardroom and finally realize that like I can be in that boardroom and still be the same person that I am everywhere else.

Dottie Schindlinger: It gives you really good balanced perspective, I think, to just be one holistic person as opposed to different personas in different situations. I know one of the ideas that you and I kind of bonded over is that we both see leadership as being a role of service, and I, I wanna talk a little bit about how that plays out when you're a director.

You know, what does leadership as service look like in practice for a director, especially when the stakes are really high. And I know you've been going through some pretty high stakes recently, so how does that look for you?

Kathryn Henry: Well, I think as a director, the service part of it is just a given, even more so than many other roles that we might play.

And simply because you know, we are independent directors in service, largely to the shareholders and to creating long-term value. Sustained for the company and for the shareholders. And how that's also, I say, evolved maybe a little bit from a service perspective is I've come to, to realize and believe very strongly that the long-term value creation is not just around shareholder value, but it's also about value to all of the stakeholders of the company.

Whether it's the supply chain implications and, and things that might be impacted employees environment. Uh. The whole host of things that could be affected to guests and consumers that buy your products to employees and, and being in service to what I would call kind of a, a greater good. Like what is it that you're bringing into the world that can, that can bring sustained value?

Dottie Schindlinger: I wanna broaden the last point you made a little bit, because in your book and in our conversations, you've talked about the importance of letting your guard down so that you can create the conditions for more honest conversation. I'd like to have you reflect a little bit on why that is so essential in governance and also just how can boards effectively build that kind of trust, especially when things are really contentious.

Kathryn Henry: So where I'd start is the, the comment of letting your guard down. When we have our guard up, it means we have something to to protect or something we're afraid of. And so that in and of itself puts us in a position of like, we have something to defend instead of an openness to what's, what needs to happen here, what conversation needs to occur, and a place of being able to really listen if we are constantly with our guard up.

We're worried more about our position than listening and hearing what's going on in the room. So, and then the, the piece that comes on from that is the need to have honest conversations. So if your guard's up. You are not gonna, you're not gonna say what you really are thinking. And, and in order to be in a place with a group to be able to have those honest conversations, there has to be a level of trust.

And I believe that trust gets built outside of the boardroom too. So we can't just all be sitting there as, you know, resumes around the room of, you know, what experience do you bring? Or, you know, what roles have you played? There's so much more to us, to our humanity and to why we're at the table. So, uh, those are two things that really stand out and I think as we look going forward to board roles with AI coming in the boardroom, you know, all of a sudden those experiences are gonna have a different like.

You are gonna have an AI bot or board member sitting at the table that has more experience and knowledge than you could ever have gleaned in your lifetime. So now what is your value that you bring to the table? And I think that's where trust, being able to hear things that aren't necessarily being said.

See things that you know are, are. Tells that there's maybe more information we need to dig into, things like that become really important skills, their emotional intelligence, their social intelligence that, um, that we can bring and we can only bring that really as humans at this stage.

Dottie Schindlinger: I, I really love the idea Catherine, of a, one of the roles of AI in the boardroom being helping us be the best versions of HU Humans.

I think that's actually a really powerful concept. And to that point, you know, one of the things you just said was how important it is to be able to read what's not being said in the boardroom. So how do you, how do you read what's left unsaid? Why is that such an important leadership skill, and how do you hone that?

Kathryn Henry: I come back to trust again in the relationship. So when we really know people in the room, you can, you can tell if there's something they're holding back. Um, and it's, you know, I mean like the ultimate. Is twins that like know what each other are thinking and, and what they're gonna say. And that comes through the depth of connection people have.

So I think there's real value in having meaningful, authentic relationships and connections. And I think some of the highest performing teams and boards and, and groups of people coming together, that high level of performance comes because they can read things that. Might not be stated. Uh, and I, I think that's, I think that's the kind of standard we should hold ourselves to is how can we have these kind of, you know, real deep, authentic connections so that we can perform at the highest level we can.

If, if you're looking at professional athletes, right? How do they train? What do they do to be the best they can be? How do we translate that into what would a high performing board look like and what do we need to do to push ourselves to the highest level of performance we can bring?

Dottie Schindlinger: More coaches, more and better coaches

Kathryn Henry: and more, more authenticity.

Right? It's like, yeah,

Dottie Schindlinger: for sure.

Kathryn Henry: It's so easy at certain levels to just show up as an ego in the room. It's like I just, and it's that protect instinct. It's the, I'm not gonna let my guard down 'cause I don't, you know, I don't want people to see what's really there. I need them to see what I, I, I want them to see.

Um, God, we just need to get outta living life that way. It's just such a complete and total waste of time.

Dottie Schindlinger: Such a good point. And actually it, it, it's a good segue because I wanted to follow up with you. When we were together at Elevate in Atlanta in April, you, you shared this idea of having a broader aperture kind of seeking perspectives rather than defending positions.

I think that ties into what you've just said. You know, if we're looking to kind of. Protect our egos and make sure we have the best version of ourselves on display. We're not really seeking perspectives. We're, we're kind of shutting things down rather than opening things up. So I'd love to hear your perspective on the best way for directors to cultivate that mindset.

You know, especially when they're overseeing big, complex issues like strategy, culture, or risk. How can they invite more perspective rather than defending positions?

Kathryn Henry: One of the things I love is, is I always think about being more curious than afraid. Some of the best leaders I've had the pleasure of like being around or even working for, uh, are the ones that are just really curious.

They come to, they come to a problem, they come to a challenge, they come to an issue with a more of a beginner's mindset. You know, we, we do have to bring our expertise and that's powerful. Like we have experience and we can utilize it and it's a good thing. But the moment we start thinking that we have all the answers, we're completely in a limited space.

There is no creativity in that space, but in a beginner's mind, the possibilities are, are truly endless, you know, and, and I think that's, there needs to be space for that. It can't be the only space we operate from without a, without a doubt. But there has to be space for us to be more curious, to have that beginner's mind and you know, to listen to someone who, you know, maybe you've got 30 years of experience and someone else walking in has two.

You know what? They may have some really interesting perspective that you should listen to, and it might just broaden your aperture a little bit on something.

Dottie Schindlinger: Is that an argument in favor of boards kind of loosening the restriction against people that have never served on a board before joining their board?

Do you feel that having someone who comes in with a total newbie mindset is a real advantage in some cases?

Kathryn Henry: I think to some extent that that can bring benefit. Yes. But I also think that someone coming in new to a board also needs to, we need to make sure they understand what the responsibilities are.

There are very clear fiduciary responsibilities. Especially, you know, it depends, are you on a public board? Are you on a private board? Are you know what, what is the structure of the company? But there needs to be, if someone is coming in with no experience there. There needs to be a clarity that and, and an education on just what, what are your core responsibilities here?

And it, I kind of come back to the, the greatness equation, which, you know, there's four things that, that really need to be in play for someone to thrive. And the first one is they do have to have enough skills. To be able to do the job you're asking them to do. And so being a board member, there are some skills that are needed.

Um, that being said, they can be developed, right? You can go and get certifications. You can there in a lot of ways to get those skills. So I would say a conditional yes to, to that question. I definitely think having people come in that aren't just, yeah, I've been here, I've done this years and years and years.

I'm an expert board member. I know everything there is to know. Okay, good. Let's get some people who maybe have a little bit more curiosity and, and maybe, you know, sometimes it's fair to ask, well, why do we do that? You know, sometimes, sometimes we continue to do things the same thing, and it's the answer is because we've always done it that way.

Well, maybe, maybe now we shouldn't do it that way anymore. And having someone who would actually have the courage to question some of that, I don't think that's a bad thing.

Dottie Schindlinger: That's really great. I, I do think, um, the idea of having an expert board member is getting harder because I just think about what's on the board's bingo card right now, and I think about, you know, AI disruption and geopolitical uncertainty and you know, what's happening with economic policy and what's happening with the climate and rising shareholder expectations and.

You know, additional shareholder activism, on and on and on and on. It's a big mountain o stuff that directors have to deal with right now. So I'd, I'd love to hear your thoughts on what qualities you think are gonna define the most effective directors over, let's say, the next three to five years. Like, if we're onboarding someone today, what are the skill sets we should really be looking for?

The qualities we should be looking for to get us the best directors for, for this next cycle.

Kathryn Henry: I really believe a core skill is gonna be their ability to work with others and their ability to work with uncertainty. Uh, and to go with it and, and to be able to operate in that space because that is the space that, you know, we're continuing to be in.

And I think we're gonna be in more and more of that space as our decisions are not just solely around the p and l and, you know, whether you are, you know, what your margins are, how much money you're making for a shareholder, it's like, no, how much. Damage are you doing in the environment or how much value creation are you doing beyond just pure financials?

Um, you know, how are you taking care of your talent in, in a way that goes beyond just when they walk in the door to work? You know, how are their lives? Being impacted by you. So I, I really think that boards that can acknowledge the complexity of what we're dealing with, acknowledge that it's gonna take more of a village to solve these problems and how we work together is really key.

And also the humanity of it all. AI starts to really just change. And, you know, AI is not always, we, we know, like I give instructions to mine. It's like, I want you to gimme a confidence level. Are you making stuff up? 'cause it can,

Dottie Schindlinger: right.

Kathryn Henry: You know, is this sourced? Um, do you have, you know, data that can support these things that you're telling me?

Yes or no? And it's very, very helpful. A lot of people don't necessarily do that. And so they look at this as. This is fact-based. It's like, hmm, define facts, right? We have a lot of people out there that are creating their own realities with facts that have no basis in reality, but they're touting them as such.

So even ai, we need to make sure is informed and. The LLMs are actually sourcing real, true, accurate, fact-based information, not something that's been created in order to spin story to support perhaps an outcome or something along those lines. So, so coming back to what the boards are going to need, I think their ability to operate in a complex environment, their willingness to question the status quo, their willingness to question.

What is true, what is accurate, and their ability to, uh, respectfully work together in an environment where you have people that probably have very diverse views and very diverse sets of experience. Because I think that diversity of experience, of emotional intelligence, of social intelligence, of intellectual capability, the diversity of that around the table is going to be a differentiating factor on how well performing and how capable a board can be.

Dottie Schindlinger: I love that. Well, Catherine, before I let you go, there are three questions we like to ask every guest that joins us on the show. So the first question is, what do you think will be the biggest difference between boardrooms today and 10 years from now?

Kathryn Henry: Well, I think what we just spoke to, I think boardrooms 10 years from now, if they're really going to be serving the complexities of the things we have going on in the world, they're going to have to hold a cast of characters around that table with very broad and diverse sets of experience.

Be it global, be it socioeconomic, be it. Just corporate experience or functional experience. I, I think that the diversity of skills that you want around that table is gonna be much broader and, and not from a nice to have, but from a must have. So how they can work together effectively when you've got people from all different walks of life, that's gonna be fun.

And I, I. Look forward to a time where all those walks of life can come together, respect each other, and actually become a sum of a whole that's truly greater than the sum of the parts. I, I think that's a direction we're heading and, and one I would love to embrace.

Dottie Schindlinger: I hope you're right.

Kathryn Henry: I do too.

Dottie Schindlinger: I hope you're ready.

Well, the second question I wanna ask you, what was the last thing that you read or watched or listened to that made you think about governance in a new light?

Kathryn Henry: You know, um, a book I'm in right now is Abundance and one of the things I've really been pondering is that was so great and, and in particular it relates to governance is, is just around how we need governance, but also governance can go too far.

Governance can go to, uh, such a place that it stagnates any kind of innovation or creation or growth. And so how do we make sure that we're balancing. Appropriate governance and structure and process while still enabling or allowing the space for innovation and creativity and growth, those messy things that we need as well.

Dottie Schindlinger: I love that. And finally, Catherine, what is your current passion project?

Kathryn Henry: Uh, I have two that really come to mind. And there's a, there's a, a thread. Between them in what they are at their core. It's both around kind of mentoring or supporting, uh, youth or supporting. People earlier in their careers. One is, um, women leaders for the world.

So a mentor in that program that is just supporting a lot of women in everywhere from, it could be Uganda or Africa or the United States. It could be anywhere in the world doing things that are NGO type products, projects, or, um, for profit even, or just other nonprofit just. Bringing change, bringing kind of light in the world and the kind of work that they're doing.

And the others, they've given a chance. Here in, in Napa, it's just a local group that's been around for a long time that helps young people in high school get to, uh, get to another. Another level in their life, whether it's through college, whether it's through the trades, but providing support to ones that don't really have a lot of support in their, in their home life naturally, to give them a chance to.

It's a tough transition for many from high school to get, like, where do you go from there? Um, and getting some kind of an education. It, it matters even if, even in the trades, which frankly is where I started my career. So those are, those are two things that I, I care a lot about.

Dottie Schindlinger: Well, Katherine, I wanna thank you so much for joining us on the show today.

This has been a fabulous conversation, so thanks for being our guest.

Kathryn Henry: Thanks, Dottie. Always a pleasure to hang out with you.

Dottie Schindlinger: We've been joined today by Katherine Henry. She's a director on the board of Lululemon and the author of a new memoir, A Dime to Say I Love you, Catherine. Thank you for joining us on the show.

Kathryn Henry: Thanks Todd.

Meghan Day: Dottie loved that interview. I was furiously taking notes. So many takeaways for me, um, as a human being and as a leader. I mean, and to bring it back to, to what we were talking about before, there is that, that tie in to, to your two 50 commentary. I mean, I think Catherine really makes a compelling case that the best directors in this environment may.

Be the most curious ones, not necessarily the ones most attached to being right.

Dottie Schindlinger: Right. Most curious, not necessarily most knowledgeable. Right. Um, and, and that's to your point, right? I, I think her, her point, which I, which really resonates for me and I hope will resonate for a lot of our listeners, is the importance of just always being curious and just having the courage to kind of show up as your whole self.

Yeah. Your whole messy self like. Bring it all to whatever you're doing. I, that, that seems like an impossible task to me, but I understand that it as a goal, we were really, it's really, we were

Meghan Day: really getting there in 2020. Like that was a big part of the awakening of COVID, if you will. And I think we were headed in that direction of like showing up as your whole self in all aspects of your work.

Um, and I think this is a good reminder of that.

Dottie Schindlinger: Yeah, it, I will also just put out another shameless plug. If you haven't checked out her memoir, A Dime to Say I Love You. It is, it is a beautiful book. It's heartbreaking, but it's a beautiful book and it's full of just really inspirational, uplifting messages about how to move forward, not just despite challenge, but because of challenge and it, it's, it's.

It really encapsulates her philosophy of how you show up authentically and how you lead your life and lead an organization and lead in the boardroom as your full, authentic self. It's, it's really, really powerful. Kira, what was your takeaway?

Kira Ciccarelli: I think what stood out to me the most is the idea of a little bit what we were talking about earlier, just having the real conversation and having perhaps the difficult conversation, and I think it's.

Especially important in the boardroom when it comes to like potentially calling out not so great behavior in the way that the board has been operating. I think we've seen that as a trend again and again with like how directors think about board evaluations, for example, or what are the ways that they think that their governance processes could be improved.

Um. Those conversations are absolutely worth having, even though they might not be the most fun ones to have.

Dottie Schindlinger: I totally agree with you. It's, it's got my, my wheels turning, you know, 'cause we've got upcoming, uh, director dinners and events that we've got a plan and I'm, I'm now kind of thinking maybe I want a session on having the hard conversations in the boardroom.

Yes. I, I think, you know, it is, it is really interesting. We, when I was in university, I. You know, by design we had to take courses on sort of civil discourse and rhetoric. And I don't know that those things are necessarily enforced anymore. Uh, you know, I feel like now we're in an age of social media where we just scream at each other across the void and say whatever the most hurtful thing we can come up with, or the funniest thing we can come up with and we don't really wanna hear the answer, we just put it out there and move on with our day and.

You know, I, I feel like there's, there's more of a, um, an art of conversation that is so important for spaces like boardrooms, for spaces like governments, that that's a muscle we shouldn't let atrophy,

Kira Ciccarelli: or it's either that or, and then I think the reaction and the pendulum swinging too far in the other direction is then your natural instinct is to.

Not say anything at all because you don't wanna cause more conflict.

Dottie Schindlinger: Yeah,

Kira Ciccarelli: that's a really

Dottie Schindlinger: good point.

Kira Ciccarelli: End up keeping things in that maybe should be brought to discuss, but you think to yourself, I don't wanna cause a problem. There's already been so much drama over X topic, I'm just not gonna say anything at all because I don't wanna get into this.

Meghan Day: That's where you need a strong board chair. And I think this that's, this is the thing that I think comes up the most in conversations with. Board chairs, but also other board members about what sort of makes or breaks a great board. And it's that leadership and you know, to come back to courage for the board chair to really be the one that makes sure that this is happening around the table.

Dottie Schindlinger: I think that's exactly right. Ye yes. I mean, it is up to the board chair to sort of help reinforce it and make sure that it's happening, but it is, you know, the board chair doesn't have any more legal authority than anybody else in that boardroom. It's incumbent on every director to have the courage to speak up.

To say something, to call it out, to name the elephant in the room, even if it's, even if it's gonna take a little longer on the agenda, even if it's, you know, something that has to happen during an executive session, even if it's something that has been talked about before. If it hasn't come to a good resolution for the shareholders and stakeholders of the organization, it's incumbent on you to say something.

And that does take courage. You know, I don't wanna sugarcoat how hard that is. It's incredibly hard. I mean, I think all the time about, you know. Former podcast guests that we've had who have done the right thing in really bad circumstances and been nothing but punished for it. Just, you know, had their careers destroyed, had their lives upended.

They hung in there and did the right thing on the backend, things turn around and go better. But I'm not saying it's easy. It's just important to do. It's important to do. It's important to have that courage and to have that backbone and to know that, you know, there may come a time where there have to make a hard choice, like firing the CEO or declaring a bankruptcy or ending a a beloved project.

You know, you have to have that courage. You have to be able to have that courage to be a good director. Well. This has been a very, uh, introspective episode. Very

Kathryn Henry: philosophical discussion,

Dottie Schindlinger: very philosophical. But of course, that was gonna be the case that we had Catherine Henry on because she is, she's such a deep thinker, and I, and I, I think of her as a philosopher.

She's got a, she's got a real way of seeing the world that I find very interesting and compiling. And so happy to share that with our audience. Would love to get your feedback. By the way, if you've got a comment and you wanna share it with us, you can reach all three of us@podcastatdiligent.com. We'd love to hear from you.

Um. For now, that wraps up another episode of the Corporate Director Podcast, the Voice of Modern Governance. I'm Dottie Slinger and I've been joined by my two co-hosts, Kira Chiarelli and Megan Day. We'd like to say a few special thank yous. First and foremost, to our boardroom philosopher Katherine Henry, to podcast producers Terry Teri, Steve Clayton, and Kira Chiarelli, our sponsors for the show, including KPMG, Wilson Sini and Meridian Compensation Partners, and most especially, thank you to Diligent for continuing to put up with this show.

If you like our show, please be sure to give us a rating on your podcast Player of Choice five Stars only, please. You can also listen to our episodes and see more from Diligent Institute by going to diligent.com/resources. Thank you so much for listening.

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