Mark Banicevich interviews a series of experts about governance, including company directors, lawyers, executive managers, and governance consultants. Each interview is on a different topic related to governance, tied to the guest's expertise. He also asks interviews for the best governance advice they've received, or they would give to new directors.
Myles Allan started his journey as a business analyst, and moved into project management. He founded Mosaic Financial Services Infrastructure in 2010, and has grown it to a reputable consulting firm with 80 staff. Myles engaged an advisory board about three years ago, to challenge his thinking with their diverse expertise and experiences. Mark Banicevich asks Myles about effective meeting minutes. They discuss verbatim minutes, and the use of artificial intelligence tools to convert recordings to text, and create summaries. Myles outlines what he likes to see in effective minutes, and they discuss the importance of timely minutes circulation to confirm their accuracy. Mark also asks Myles about the best governance advice he has received. #governance #governancebites, #director, #boardroom, #boardcraft, #meeting, #minutes
Hi. I’m Mark Banicevich. Welcome to Governance Bites. Today, I get to spend some time with Myles Allan. Thank you, Myles. Absolute pleasure. Myles has got a strong background, starting out, actually, years ago in the UK [United Kingdom] doing business analyst work. But about 14 years ago, started a company called Mosaic Financial Services Infrastructure, which has now grown to a business with 80 people, and is in the consulting space for financial services, insurance, funds managers, and those sorts of things. And has, of course, through that process, had to establish an advisory board, and has some exposure to governance in that space. And, of course, leading a large team, it's been a very important journey. So, thank you very much for your time, Myles. No, not at all. For the opportunity, for the conversation. You were saying just before, how governance for you was something you kind of fell into. Which, I think, is probably the case for a lot of people, right. Particularly in the not-for-profit space. People will come up, as they're passionate about, whether it's a sport, or a charity, or something. And then they'll work their way to the point where they get invited onto the board. And so, it's a common approach. But the topic we're going to talk about today, is about meeting minutes. Which is an important area for all. Evidence of what happened is really, really important. So, thanks for the chat. Not at all. Looking forward to it.
The first chat, first question, rather, I’m going to ask you:
what is the purpose of minutes? Why are they important? I sort of come at this from the project management perspective. So, you need to be going into any session, regardless of it being a board meeting, or otherwise, with a view of what you're trying to achieve. Some objectives. And also some motions. Things we want to discuss. Things we want a decision on. So, it follows that the output should be discussion points. But not verbatim. I think, we touched on this earlier. Yeah. I want to know what the actions are. I want to know who's responsible for them. And I want to know when they're done by. Which, level of granularity. But if you don't put bounds on things, they - you might say our industry is very adept at kicking the can down the road. We try and avoid that. So, it's just a record of what's been decided, and why, and what the actions are, and who owns them, and when we're expecting them by. So, I think that's the guts of it. Right. Yes. As you said, we were talking before about the experience of being on a board, where somebody would take notes that were basically verbatim. Everything that someone said, was on the paper. And it would take you twice as long to read the minutes, as it would actually be in the meeting. And it's a really ineffective method. So, you certainly want to be far more abbreviative in the notes that you're taking. But you want to record of the decisions that are being, have been made. Absolutely. And as you said, very importantly, who's responsible for the actions. What the deadline is for those actions. And you said before, as well, about having a couple of discussion points. So, a couple of the key reasons why that decision was made. You capture those in the minutes, as well. Absolutely. If we've seen, so we've got a strategy, and if there's anything that is a change in the strategic risks that we've identified, that impacts on our strategy, then that needs to be discussed. So, that can be anything from, I don't know, one of our customers, their ownership changes. Anything that's a risk to one of our key indicators. Sometimes it's something like a technology change. So, we'd have AI [artificial intelligence] coming in from left field. And we haven't accounted for that previously. And how we're going to approach our customers, or the way we're going to solve problems, then that needs a discussion. So it's, "This has arrived. What are we going to do about it?" Right. So, yeah. Yeah. So, having a couple of those key reasons, of the key points that came out, would be very valuable. We were also talking before, about a board that I’ve been on, international board, so a lot of different languages, and cultures, and stuff, that are involved in that dynamic. And the approach that we, I actually took the minutes for those meetings. And we took them according to Robert’s Rules [robertsrules.com]. And Robert’s Rules of Order were written in the early 20th century [1876, actually] by an American [Henry Martyn Robert], based on how British parliament was run. That was very much the motion being moved, and then somebody seconding it, and a lot of people don't realise you don't actually take note of who seconds the motion. We tend to think of seconding as being in agreement with a motion. Whereas seconding is just, “I want to discuss this. This is open for discussion.” So, you don't record who seconds it. But then, at the end of the discussion, and none of the discussion is written down, you just have the words of the motion, and you vote on it. And you write the result of the vote. Whether it was passed, or defeated, by majority, or unanimously. And that's really all the minutes contain. And not having those discussion points ends up potentially being a weakness further down the track, when, say, “Why did we make the decision? Why do we go that way?” And if there's any arguments that weren't in the original board paper, they're not captured. So, I think catching those discussion points is a really key element. I think you, at least at some level, you've got to show that the thinking has been done. And that's why we reached that particular decision. So, yeah, we're pretty hot on that. Yeah. And I think, coming back to your other point, I was reminded of, we used otter.ai to record our minutes for a little while. That's your verbatim minutes. It does, and it doesn't. Because it's doing a lot of guessing. Right. And particularly, if you have people sitting different distances from the microphone. Yes. And maybe it's the New Zealand accent, and the fact we only use four vowels. It tended to trip it up a bit. Four? I thought we only used one. On a good day. The schwa. Yeah. So, it ended up reading like a Monty Python script. Wow! We did that for a few weeks, and then, yeah, we went back to the, your actions, resolutions, decisions, - Yeah. - and for information. So, we've been pretty hot about, if you can get it on to one page, all the better. Right. I think using that sort of recording and things is improving now. For one thing, everyone would have to have a microphone, or access to a mic, to be captured. Yep. And then, throwing into something like, otter[.ai] is great to, if you want verbatim. But as we said, you don't want verbatim. No. But AI[artificial intelligence] is getting a lot better at summarising, pulling out action points, right. The key thing is, though, you've still got to go through and read what comes out of it, and make sure that you're comfortable with it. And, yeah, the overhead involved in that is significant. Yes. Yes. Well, actually, that brings me on to the next question. How do you, then, ensure accuracy in the minutes of your meetings? Get them issued as soon as possible after the meeting. So it's fresh in their minds? Yep. And that's got to go around the board members. And, yeah, any variation or amendments thereto, those need to be tailed as soon as possible. Does that always happen in practice? Probably not. Life gets in the way. But that is the intent, anyway. Well, I think, and if you're paying board members, as well, then that's their job. So, as you say, you’ve got to get the minutes out as quickly as possible after the meeting, so it's fresh in people's minds. I’ve spoken to an experienced director and chair, who says one of the key things he does at the end of his board meetings is, he destroys his notes. Because they're all discoverable. Yeah. So, the board papers are there, the minutes are there, but his handwritten scrawls, and things about his ideas and stuff, he destroys. And so, if that's happened, then the only thing they've got to rely on, is those minutes. And what's in the memory. So, yeah, you want to get that very quickly. So, if the minute-taker, who is also getting paid, gets that out according to their job, very quickly, then the board members have got no excuse not to read those quickly. You have, because it's your company, and you've got other things on your plate, and it's ultimately your responsibility. So, suck it up. Yeah. But as you say, it may get stretched out by other work. Yeah. But ultimately, the earlier you look at them, the fresher it is, and the better you can do with it, right. And again, it's my job to hold people accountable for doing that. So, yeah. Although this time of year [pre-Christmas], that tends to get stretched out a wee bit. Yes, absolutely. Yes, it does get a little bit into the season of catching up with people, and going out for a couple of quiet drinks, doesn't it. It does. It does. But we box on nonetheless. So, do you then have a December board meeting? No. Right. No. Yeah. And do you have one in January, or do you have the next one in... We do, yeah. Late January? Yeah. So, we've, yeah, I mean, as everyone's probably observed, in our industry, it's been an interesting year. Yes. And the status quo is not anymore. So, yeah, we're having to have a good think about how we respond to, not only what's happened in 2023, but what's likely to happen in 2024. So, the sooner we get down to that, then the better. Yeah. I think it is quite common in New Zealand to have ten board meetings a year. And, as you say, late January, through to late November. But December just gets too busy, and then January, we’re all at the beach. Yeah. So, why would we have board meeting then? No, exactly. Yeah. Right. You need some time out. And no doubt, we'll all be thinking about the various scenarios which we're going to have to discuss. So, yeah, bit of rumination time is never a bad thing. Yeah. It's often when directors will do a little bit of reading around the subject, and the industries that they're in, isn't it. They get the sort of ideas about where things are going, and what's around in the marketplace, and then come in with some fresh thinking in the New Year. No, exactly, exactly. Well, thank you.
I’m going to finish off with one question:
what's the best advice you've ever received about governance? This is going to sound really basic. Yeah. I'll go there. Best advice often is basic. Yeah. And that was, you need an advisory board. My predisposition is to, I guess, I do seek advice, but do I do it in a structured enough way? Instinctively, probably not. This enforced a discipline on me as a business owner. We scaled rapidly. Yes, you did. And we're up to 80-odd people now. And that constitutes a big company, with some significant risks and issues to deal with. Heavy overhead. And Mike Stobbs who was, he was a mentor for a lot of years. He's still on our advisory board. He suggested that a board might be order. We started out with some formal governance, and as an owner I thought,“Well, there's a level of oversight and advice that I want. But I don't necessarily want to be constrained"by a traditional board structure. There's things I want to be able to do as an owner without having to defer to people.” So, we struck some middle ground. Yes. And that, yeah, reaching that accord was... An advisory board can be a good structure for that. Because you're not handing over control of the business. Whereas a governance board, they're making a decision. Whereas an advisory board, they're giving you advice. Yeah. And you, as the owner, get to step away and do what you want at the end of the day. Which is really important in your situation. As you say, I think one of the things that an advisory board, and it can be done with a mentor as well, is putting some robust structure around the process of governance. And often when you sit down and have an informal conversation with a mentor, which I think is what you're alluding to, you'd be focused on certain points. But you wouldn't really use a strong agenda, and work through all the major points. Exactly. And things would get missed, and wouldn't get discussed. Whereas, you move to an advisory board, put that robustness in place. And it is possible to do that with a mentor. It just has to be considered, and done deliberately. And you've got to. With the mentoring, you tend to do it in 1-hour chunks. Right. Because you try and fit it into your general day. And we're all - Coffee catch up. - Yep. And the hour's never long enough. And to your point, around the structure of the agenda, and the things you've got to get through and discuss, you never get there. I think it's one of the other things we're talking about, as well, at some point, is the diversity of thought around the table. Yeah. We'll get to that next time we catch up. Yeah. So, having the structure, and being able to tap into that, has been incredibly valuable. Magic. Okay. So, Myles, thank you very much for your time. Absolute pleasure. Good chat! Always good to talk about my company. Thanks, mate. I look forward to catching up soon. Okay. And we'll see you next episode.
