Episode 129:

Managing Risk According to Strategic Goals, with David Koenig

Jun 16, 2021 | Boardroom Bound

Examining risk from an intentional standpoint.

About this episode

Risk-taking is an essential part of engaging in business. David Koenig joins us to dive into the key discussions to be had in the preparation and determination of appropriate risk.


David is the award-winning author of both Governance Reimagined: Organizational Design, Risk, and Value Creation and The Board Member’s Guide to Risk. He has served on both for-profit and non-profit boards and as a chief executive officer. He created corporate risk management programs at three different companies and has managed complex financial portfolios in excess of tens of billions of dollars in size. He serves on the advisory board of the Center for Advancing Corporate Performance, the editorial board of the Journal of Risk Management in Financial Institutions, is the founder of the Directors and Chief Risk Officers group (the DCRO) and the DCRO Institute, and a co-founder of the Professional Risk Managers International Association (PRMIA).


In today’s episode, David discusses his extensive background in risk, along with the trends of the post-pandemic world. You won’t want to miss this episode of Boardroom Bound!


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Boardroom bound episode 122 leadership from within the boardroom and the importance of its chair with Brian Hayden.




Hello, and welcome to this episode of boardroom bound. My name is Alexander Lowry, and this is the podcast dedicated to intentional leadership in the boardroom. My goal is to give aspiring existing directors, the tips, tactics, and strategies necessary to transform your confidence and build a successful career as a board director, quick reminder, and get all of today’s show notes@podcastatgordon.edu. And in today’s episode, we’re speaking with Brian Hayward. Now, Brian is someone who’s pretty well steeped in the boardroom. He figures he’s attended over 500 different board meetings, and he’s also got a fantastic book called the great chair. And as it might imply, it’s about how being you can be a good boardroom chair and money. Many of us are probably thinking we just want to learn to be a good board director, but ultimately we might ascribe to being something above that, the chair, whether it’s of a committee or the entire board, and there’s actually very little out there to educate people about the big difference from being a board member to a board chair. We talk a lot in the show about the difference from being, say an executive and successful there to being a board member of the nose in fingers out. There’s another big jump to being a chair. Brian’s going to talk us through what that looks and feels like today, and just, we’re going to be able to have time to scratch the surface and all the great content in his book. Let’s jump into the show.




Brian Hayward. Welcome to the boardroom bound podcast.


All right, thank you, Alexander. Glad to be here.


I’m excited for this episode and you and I were talking about a port started because so far in the a hundred plus we’ve produced, we’ve really never done a deep dive appropriately into the board chair role. And we talk a lot about the boardroom and the skillset for getting there, but the board chair is an incredibly important probably underappreciated part of this whole story. So I’m thrilled. We’re going to talk about this. You are an expert on it. You’ve written a book about it. So we’re going to talk a lot of content and share that today, but I get ahead of myself. I get very excited let’s back it up and help people understand your career. So you had a successful career as executive also have this incredible amount of knowledge from the various different boards that you’ve been on. So talk us through that first, before we get into the board chair stuff.


Sure. I was actually quite fortunate to become involved with boards at a fairly early age in my, in my mid twenties, as a matter of fact because I was supporting the board in doing some of the operational work and, and the company I was working with. There’s an old saying that in the land of the blind, the one eyed man is King. I actually went right to the top of the organization and became chief executive officer of when I Canada’s larger. Agribusiness is by the age of 34. And, and so I was there as a support person. I was there as a senior executive, and then I was there as chief executive. And so I got to see, but from a diff different points of view and ultimately when the company was actually acquired and, and, and, you know, moved into being part of a larger organization I decided I wanted to be involved in directorship at the board level.


And so I was recruited and, and have been involved probably with about close to 50 different organizations on advisory boards and, and, and charities in for-profits family businesses, the whole spectrum. And, and so I, I I’ve really had a tremendous opportunity. I’m very grateful for how the Lord shined down gave me an opportunity to see all these different situations and, you know, facetiously, I, you know, I’ve indicated, you know, I’ve done business on every continent except Antarctica, but it’s true. Being on a board in South Africa was a real eye-opener the way that the dynamics of the room are how people engage just the interpersonal aspects in Europe, in Africa, North America, even between Canada United States is very different


People divided by a common language. Right? Absolutely. Well, we’ll tell us about how outside of the board work you’re obviously involved with when you were, was Agricor United. Tell us about how your first compensated board role came about.


The first one was actually as a result of th th the aftermath of the takeover where we were in, we were involved in a hostile takeover. And, and what I think has attracted people to me is the fact that I’ve usually been involved in situations where an organization is going through some kind of cathartic change, whether it’s the strategy or the ownership or financial crisis. And, and so the first one was, was actually from a group out of Australia that had a subsidiary in North America, and they were in a, in a bad way in terms of just how the organization was structured and, and able to manage its finances without getting into all the gory details. And I was asked to be a actually CEO and, and help out. But I said, at that point in my career, I said, Nope, I, I, I’ve done the CEO thing.


Thank you, tick that box. But if you want somebody to chair your board then you know, I’d be really interested in looking at that. And I recruited board members at that time, not with actually sort of the classic, you know, in today’s age, they say, well, the skills matrix, you really need to analyze that and find your gaps. He was more intuitive. And so a lot of, you know, things that I would really, you know, as lessons when I, when I’m writing in the book are actually things that only afterwards could I actually appreciate what I was doing. And I, there’s a quote that I’ve got, and there’s a bunch of quotes in the book, but I think it’s dizzy Gillespie that, you know, I I’ve learned how to not play a bunch of bad notes or something along those lines. It it’s, it’s much more intuitive, I think. And, and, and that’s really part of what drove me to, to actually investigate what, what does a chair do? You’re not, you’re not just doing what the CEO did. You’re not doing what other directors are doing. And so, you know, to investigate that and, and think it through as to what a great chair does relative to a mediocre chair or a really bad one.


And even before we, we’ll, we’ll, we’re about to dive into the book, which is fantastic. I want to just sort of give a little highlight for someone. If they were to say, look at your LinkedIn profile, they would just see pages and pages of director roles, where you were at. Sometimes the board chair, sometimes just normal director. Brian helped many of our audience members are also thinking about becoming a board member. And in, at some point they might consider, do I want to be a professional board member and have a portfolio clearly at some point that switch flipped for you and you thought, this is what I’m going to be doing. Full-Time I really love this. I’ve had a few under my belt, talk us what that experience was like. And then did you begin to change how you were in the boardroom as a result of that?


Yeah, part of it is actually to be perfectly transparent is, you know, a lot of directors ships don’t pay a lot of money and it’s fine and well, and good to say. I’d like to be on this board of XYZ ed and earn, you know, a hundred thousand dollars or two or three or half a million and have stock options and whatever, but in, in reality for the practical director that wants to do this full time I would say that that kind of a decent sort of portfolio is being involved in probably three or four boards. And when I’ve had my sweet spot from point of view of diversity of experience feeling engaged, it’s when I actually have been on boards that have different characteristics per perhaps a family board, a for-profit board of a private company and maybe a charity and being involved in, in, in different kind of purposeful situations where there’s different time horizons, different intentions.


And when you, you blend all those together at the age that I’m at you know, having three or four of those situations can produce a relatively decent lifestyle. I’ve, I’m not looking to make millions of dollars. I’d be fine. If I won the lottery, I’m not going to refuse it, but it’s, it’s really purposeful engagement that I’m looking for. And the diversity of that engagement is part of the purpose. And so what I wanted to be involved with are situations where there’s some kind of transformation or aspirational aspect where it’s like, maybe it’s a startup right now. I’m involved chairing a board of a company that’s digital technology, breakthrough technology in, in measuring the depth of sleep in a digital way. And in a way that’s not been done before. And, and to me, that’s aspirational and transformational, not just for the company, but Peck. I’m sure that there’s a bunch of your listeners Alex, after that they’re going, you know I wish I could have a great night’s sleep. That, that th that to me is, is just an exceptional opportunity to engage in and make a difference.


Well, I guarantee if you are a professional board member with a portfolio of companies that are definitely things that are ready to keep you awake every night, that you’re worried about thinking about, but if I take away something you said there, Brian, what I love is I’ll translate this for our audience of, I think when you find a board role, that’s a fit, it’s probably fit in a 50, 50 way of you bring skill sets and experience and value that they desperately need, but there’s also things that excite you to grow and develop and learn. And that’s one piece I’ll tell you what, and Brian, you’ve got all sorts of different types of experience, maybe also different industries. So you’re growing and changing and developing along with it, which is probably giving back to you as much as you’re giving to other organizations. Do you think?


Yeah, I mean, I hope so. I, I, I hope that’s the case. I think though that one has to be, you know balanced and objective so that you, you know, I try very hard to be very self-analytical. And I think that’s an element of, of being a great board chair is not getting carried away thinking that you’re, you’re the greatest. And knowing when to leave the party too just like there, there’s sort of stages of management where a founder might not be the right person to take the company to another level or another level beyond that. There’s also stages of, of chairmanship and chairing where, you know, where you’re adding value and you need to be very thoughtful. And self-reflective about that. And also know there’s going to be a time when you’re not adding value that the organization and its complexity or its, its very nature has shifted and you’re not the right person and, and creating a, a positive succession is actually part of being an excellent chair, knowing when to leave the party, knowing who to bring on and, and adjusting actually the composition and characteristics and boards to facilitate that the organization can continue on and, and, and be successful.


I like the way you said that. And so Brian, let’s use that as a transition point to spend a lot more time talking about your book now. So we’ve, we’ve got the setup where you are accomplished executive you’ve been on multiple boards and you’ve had good and bad experiences. You’ve walked away reflected on those. And in many ways you’ve been distilled down into something where, when I think about all the board stuff that I’ve read, that I’ve seen, that I’ve heard different conferences, events, I’ve never seen someone really focused on this incredibly important spot, that the chair of the board, how helpful that would be to all of us to be better at it. And I think your book, the great cherries, easy for us to remember clearly a good aspirational goal for all of us is trying to address that. I think it probably speaks to the single issue of why board chairs are more important than ever for effective governance these days. And it’s clearly a great overall summary to be sort of advice on leading or chairing a board of directors, which we would all want to know if that’s something we’re aspiring to do. So you’ve got so many great anecdotes and stories throughout this. Talk us through a little bit more. I think it’s 500 plus board meetings you’ve said and unclearly some good, bad and indifferent experiences in between. How do you all coalesce that into a best practice guide book for chair?


Yeah, my, my, my thought was first of all, the biggest learnings came from the bad meetings. No question at all. And it’s just like in life when there’s, you know, when there’s mistakes that you make and you and people say, well, that’s, that’s a learning moment or it’s a teaching moment. You see somebody else make a mistake. So the bad meetings are, are, are, are the ones that drove me to, to reflect. I also wanted to make sure because there’s a lot of governance stuff that’s around, that’s really boring. And so I embedded the book with stories simply as very deliberately so that I would actually make people want to read it. As simple as that people don’t want to kind of pile through something that’s about as exciting as, as you know, a tax code or a phone book.


And there’s a lot of learnings that come from stories. So, you know, one of the ones that, that was central to me when I was trained as a mediator I, there was somebody who came from Harvard negotiation project to kind of give this, you know, overview of what mediation was and how to apply some of the techniques that great chairs would be providing and, and asking questions or, or listening. And he told his story over a period of about one minute. And it it’s a really the short version of it. His two daughters are fighting over one orange and the kitchen mother walks in she’s the, the girls arguing and chops you orange and half gives half to each of the daughters and she thinks she’s done the right thing. Daughter, number one takes the peel off the orange and throws the peel in the garbage.


And then each of the orange, her half of the orange, the other daughter actually takes the peel off the orange, throws the orange in the garbage and uses the peel for zest. So there was an outcome that was a parent in the room that if mother would have just looked at it and just simply have said, talk to me about the orange, what’s your interest in this orange? Why do you want this orange? And, and that’s the kind of simple parable to me, that’s very powerful where people go into a boardroom and they’ve already got predetermined positions. I had a client last week. She’s a chair. And she says to me, well, I was thinking of starting the meeting off this way. Do you think that’s a good idea? And what it was was a law ball question. It’s like, well, how are people feeling?


And I, and she said, that sounds like a good way to go. And I said, no, don’t do that. It’s one of the worst things you can do is just throw out the soft question as a chair, somebody running a meeting, even which way is the wind blowing, just seeing where people are at. And because just immediately, as soon as you do that, you trigger people, you know, looking at others starting to even mentally, if they’re not seeing anything to, to actually say, you know, I, I don’t agree with that. And, and factions and, and little tribes around the table can start to emerge just simply out of an innocent question. If mother would have walked in the kid into the kitchen and say, what’s your position on this orange? How much of it do you want? There’s there’s little things that chairs can pick up and learn.


This is a learning exercise. And so back to your, part of your, your question, Alexander is I wanted to actually inside the book there’s checklists, I’ve got, and there’s questions at the back there’s appendices. I wanted people to be able to not just simply read the book and internalize it. I actually, I I’ve had people that on zoom, I’m looking at it and they say, you know and I’m looking at this piece and I can see this dog, your book with all these post-it notes, hanging out where they’ve actually taken it and, and telling me they’re using it as a manual to make sure that they do X or Y. And a lot of the, one of the issues in there and the checklist or whatever are simply intuitive. Like don’t ask that soft law ball question, ask what’s your interest in this? Tell me more, well, lots of just very open-ended questions that ultimately are the source of great board meetings, because there was a conversation.


And Brian, when I think about that sort of temperature check stuff, my mind immediately went to something I’d love your thoughts on it. I would assume the board chair’s role is not just during the meeting there’s before and after the meeting. Especially for example, if you have a new member you’re bringing on, you’d want to have, especially before their first or maybe first couple of meetings, are you prepared? Do you have any questions? How are you feeling? Is everything up to speed and checking in afterwards? I think about when Alan Greenspan is running the fed, he never went into one of his fed meetings with the board of governors without already knowing how everybody felt about every subject that was going to be on the table. And then he brought the ones for that. He knew he was able to get the consensus on, to make a decision on how do you think board chairs should basically handle that sort of approach or style?


Yeah, it’s an interesting question because I think that’s where in the, in the universe of chairing there’s different approaches so that the Alan Greenspan approach is, is a very legitimate way of approaching the job. I’m actually a little bit hesitant to operate that way. There’s a great mentor governance thought leader at Rotman school of management at university of Toronto he’s he would operate like Alan Greenspan and I’ve debated him saying, you know, that’s actually almost like a Machiavellian in a way wanting to know what, what is it you think about this? How can I play, you know, one person against the other it’s, it’s, it’s very it, it could be seen as orchestrating and being political to, to know when, to actually ask person X or person Y a question to try to advance a certain conclusion. So maybe I’m cynical on that front. I do think that, you know, being prepared having material ahead of time expecting that everybody has read it, which is actually infrequent many chairs, tolerate directors that come unprepared. And to me, that’s, it’s, you know, if you were in university and you went to an, into an examine prepared and you failed then you eventually you’re out of the out of school. So why do we tolerate that also things


Way in the old days, if we went back 20 years ago, we knew who’s unprepared because the meeting starts, you hear the sound of paper ripping, and that was them opening the information I’ve been mailed to them in snail mail. It’s a little harder to know what the iPad these days, although they can tell when you logged in, they know how far say it advance, you looked at it.


Well, you know, one of the things that, that was a pet peeve of mine that I put into the book, but people are taking away from it is how many times do you go to a board meeting? And somebody stands up there with a PowerPoint screen and they’re clicking through and verbatim the material that was sent out three, four or five days ago, very board meetings. But I actually referred to it as the bill Gates of hell, because that is intolerable. Why should the chair actually tolerate somebody flipping through maybe 30 slides that were sent out a week before? And just because maybe one person was too lazy to open up the digital file. It’s, you know, there that’s, to me there that leads into Alexander another point, which is board self-assessment, but not the whole board saying, aren’t we great as a group. And we all think we’re great.


No, I mean like actual individuals so that you can, if the person shows up to the meeting and they’re unprepared, there’s going to be a conversation ultimately where that the chair is saying to that person in confidence in a closed door setting is, Hey, look, you know Jim, Sally you continually come here without having to use your paradigm. I saw you opening the envelope up in the meeting, this unacceptable. So, you know, you’re going to need to pull up your socks and that’s what your peers are telling you. And because it’s just not something we’re wasting everybody’s time when we actually have to allow it make up for your laziness.


It’s really interesting, Brian, because I think there, when I think about the board role as well, I imagine a big part of it, the chair’s job is to engage college, to reach consensus. And part of that, if I just interpret what you’re saying is you’re not gonna be able to get there. If someone’s slowing group down, you have a very small period of time to get through very important and complex information. So you have to make sure everyone’s at the right minimum standard at the very least to get there, but let’s assume the board chairs be able to get that. And John and Sally and everybody else is now up to speed. How do you move them from that point to say, reaching a consensus on a, on a very complex decision?


Excellent question. And it, and that to me is where there’s there truly is art and, and the, and the lessons from the Harvard school negotiations project, I think apply in certain instances for sure the chair needs, first of all, and this is so many chairs, I call it Swanson, TV, dinner, time chairs have an agenda that’s given to them by the corporate secretary or somebody else. And they go, Oh, okay, that’s the agenda fine. And, and there’s very little thought and attention as to what is in the agenda, how many items are in the agenda with the sequences and how many of them, it really should be grouped together and put into a category of consent agenda where things like bank signing, authority, trivialities are dealt with within five minutes. You know, I drove me crazy and this is, I had to, I’ve learned patience, I think a little bit, but in South Africa, the minutes were at the board.


I was on, they were 15 pages long, and the first half hour of the meeting was consumed with a page flip verifying that there were no typos or anything in the minutes. And to me, you had 15 people sitting around the table going through this and just the, the sheer waste of it. There’s gotta be another way. So to me, the consensus process also involves triage where things that are truly important. And I would say strategy people, issues, leadership issues, and finance S P F, those are called 50% of your meeting. At least at least should be SPF 50, that you need to spend time on those things. And the trivialities of who’s assigning authority, or are we doing, how are we celebrating Christmas with turkeys or not? Or do we, you know, how are we going to, is it going to be zoom or Microsoft teams? Those things need to be shoved out of the boardroom. And the only person to do that ultimately is the chair. The chair needs to be the person that has influence because they have no authority per se. They, they can’t fire up the CEO alone. They’re not the boss and they don’t have a boss. So the only thing that a chair really has is influence and influence comes from trust, transparency, having integrity, and being quiet. My wife taught me a, an acronym that I used in the book. Wait, why am I talking? And a quote from the Dalai Lama when I talk, I am just simply relaying what I already know when I listen, I’m, I’m going, I have the potential at least to have new information to enter my mind.


Well, it’s interesting because there’s trust in two ways, right? There’s the historic horizontal trust, I guess I would describe it with your fellow board members, but then there’s also the critical vertical trust with your CEO. And there’s no question in my mind that there’s the critical part of a board chair is how do you build and sustain the trust with the CEO as well as the rest of the board because of the board is there to find the CEO to nurture them sometimes get rid of the CEO that’s complex, but an essential for the organization be successful.


Yeah, I, I there’s David BD, who I disagreed with before, or if it was, if it was the chair of the fed, who’s wanting to, you know, manage the meeting. I, one of the, one of the takeaways I’ve had from mentors is if the chair CEO relationship deteriorates, one’s got to go and I be the chair actually you don’t fire a great CEO just because of the chair and the CEO can’t get along. But I think the, the, the hallmark of that relationship, because it’s absolutely essential is, is trust, but it trusted a level where if the CEO has a problem and that problem might be even personal, it could be that they’re struggling with an alcohol addiction, or they’ve got a relationship intimate relationship with a subordinate let McDonald’s CEO, he, he left the company and it was consensual, but these are things that are not just a pie in the sky they happen.


So the trust level needs to be there between the chair and the CEO to manage the, the CEO managing his team or her team, and the chair actually developing teamwork and group, group, not group think, but group identity and effort to ask the right questions and have a comportment in the level of behavior that is supportive to the development of strategy and the aspirations of the organization. So there’s a, between directors, to me, it’s a matter of professional trust. And, but in the, the vertical one between the chair and the CEO is mutual, personal trust where if one or the other is really struggling with an issue that they feel very comfortable shutting the door and saying, you know, I’ve got a problem, could be the chair even saying, you know, I have a board member here who’s abusive as hell.


And I really regret that. We need to figure out a way that, you know, we can, we can manage through this situation. And because perhaps it might be because there’s a unanimous shareholders agreement where that abusive board member, he has a right to, or he, or she has a right to be there. And it’s not as simple as just simply getting rid of them. So that’s the kind of relationship I think, in that level of trust. And, and what I did in the book is actually, when I thought about how to, again, how to, it’s nice to say, develop trust, but when you get into, how do you actually do that deliberately? And I went to the Gottman Institute where there’s is family law. When spouses are fighting with each other, how do they build back trust? And it starts with being vulnerable, being transparent, being honest having the other person’s back. These are like five elements of building trust that I think a chair and a CEO should embrace. And even if they’re not best friends and having a barbecue every Saturday, they really ought to be embracing the spirit of it being transparent sharing and being vulnerable. So I’ve got, I’ve got a problem here. I don’t know how to do this. Help me give me your advice.


Well, Brian, it seems like it’s all doable in some ways, lots of hard work, incredibly strong skill sets and experiences that are needed to make it successful. And I wish we had time to go through the whole book today, but I think I just sort of summarize that up a little bit, that it’s not that they have multiple personalities, but the board chair has to have so many different skills they need to fill. I mean, in some ways they’re a composer they’re mediated or a coach and on and on. And, and what you’ve done is really tried to professionalize for so many of us. How would we step into that and be a good board role? I like you talking about, you’ve got checklists in a book and people are using your book to say, great. This is my playbook for how to do it. And we’re so glad you wrote it because our many of our listeners are thinking great. I would love to aspire to be that someday. And now they’ve got the game plan to do it. And of course we will be linking to it, the great chairs, the book that’s available today. And we were so glad to have you on the show today. Brian, thank you for sharing your insights and helping all of us to be boardroom bound.


Well, I really appreciate the opportunity Alexander, because part of the reason I read, wrote the book I read it, I had did have to read it on the edits, but I actually really am passionate about this. Cause it’s not just corporations. It’s our school boards. It’s our hospitals, it’s our police forces. It’s how we actually live. And so I, I, I, I, that to me is I I’m so appreciative of the opportunity just to talk about it. So thank you.


Well Brian, we’ll cut the record. That’s it. For this episode of boardroom, I really enjoyed chatting with Brian and his book. The great chair is invaluable for all of us, whether we want to be a fortune today, or it might be something down the line, reading that and understanding what we talked about to a better board member. And that’s the whole point of the show. Remember if you head over to the podcast, Gordon, you’ll find links to all of these resources. Please know that the border bound team and I are so proud to be your go-to pot for all things connect, prepare our landlords. Be sure to subscribe this podcast and miss any of the high quality content every Wednesday. Thanks for joining me today. I can’t wait to share more stories and strategies, brilliant business plan again. Next week. Remember to keep tuning in the boardroom.