Governance Bites #108: challenges preparing for board meetings, with Jamie Green

In this episode, Mark Banicevich asks Jamie Green about the challenges directors have preparing for board meetings. He asks about the signs of directors being overwhelmed, and the characteristics of board packs that make preparing for meetings challenging. They discuss how directors digest information both within board packs, and across board meetings over time, including background reading. Mark asks about types of board meetings that are more challenging to prepare for, and the role of quality and clarity in the board pack. They also discuss the future of technology in the board room. 
Jamie Green is the CEO and Co-founder of Tutaki, an AI-powered co-pilot that helps board directors digest, connect, and act on the vast volumes of information they’re responsible for. He began his career at McKinsey & Company across APAC, where presenting to billion dollar company boards sparked a lasting interest in governance. Before Tutaki, he co-founded and worked across several startups. During this time he met co-founder Adam Clark, an experienced director and board chair who shared his frustration with how disconnected board processes had become. Tutaki is the solution they built. 
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Transcript

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Hey, I'm Jamie, the CEO and co-founder of Tutaki. We're a director co-pilot that helps directors save time and be 10 times more effective in board meetings. And today, we're going to have a conversation about challenges preparing for board meetings. Perfect. Hi, welcome to Governance Bites. My name is Mark Banicevich, and as you just heard, today I have the pleasure of spending time with Jamie Green. Jamie, thank you very much for your time. No worries. Thanks heaps. You started your career as a consultant for McKinsey [& Company]. So, in that role, of course, you're doing a lot of project work, presenting to boards, and found this nice little niche, particularly with AI [artificial intelligence] coming at the moment. Well, it's been around for a couple of years in this format, is now with large language models [LLMs] creating the software Tutaki to help board members prepare. So, we want to talk about challenges preparing for board meetings. First question for you, from your observations preparing, presenting to boards, which you did for a number of years at McKinsey, what were some of the common signs that you saw that directors were feeling overwhelmed or underprepared for a particular meeting? Yeah, great question. I think starting first with what are the scenarios which create this overwhelmed feeling, and then the signs of someone being overwhelmed. I think typically it is a big discussion that involves a lot of future thinking, not a lot of time to prepare on a complex topic that a director might not be an expert in. And those three or four things combined normally surface in either a lot of questions or no questions from a director. Right. There's a lot to the board, or a lot to the management team, or us going, "Hey, look, here are 10 things I don't understand." Okay, cool. Or in the board meeting, people just don't ask questions, and there's a lot of that kind of reliance on others to fill the gap, and it just kind of surfaces in people just feeling like they don't know the content and then not feeling comfortable to actually ask those questions. Right, right. We often hear about the volume of materials in board packs. Other than just the size, what are some of the specific characteristics of the information that make pre-reading a challenge? Yeah, and I think we've all probably read those board packs that just feel like a complete word, you know, I don't want to use the term, but word vomit. You know, people just write out what's in their brain. There's no cohesive storyline, and the way that information is portrayed is not concise or or informative. So, the three things that normally are a challenge in those board documents, one is there's no cohesion, both within the board pack and across board packs. You know, it's different from last time. Okay, what am I reading? How do I actually understand this? The second is in the, how the information is structured. So, what is actually important for the director to know? What are the key strategic decisions versus just informative things to know? And then the third is how that information is displayed. So, a chart can tell a thousand words if done right, or it takes a thousand words to actually explain it if done poorly. And, the first thing you learn at McKinsey and the likes, is how do you display the right information for the right conversation in the right way? So, pyramid structure of comms and and the right chart, and those three things combined just lead to difficulties in understanding a board pack. I mean, a 10-page pack that is structured poorly is harder to read than a 50-page document that's structured well. And I think those combined with, you know, the lack of time that directors have just means it's so difficult to actually get across a document. Right, absolutely. You raised a point about synthesising information across board packs, and I want to come back to that. Cool. To start with, how challenging is it for directors to synthesise information within a board pack to see how the different reports and proposals kind of bounce off each other and relate to each other in advance of the meeting? Yeah, yeah. And I think again, this comes down to a couple of factors. One is how much time do they have, the length of it, and the complexity of the conversation. If it's a short document, but you've got a week, fantastic. A lot of board packs, we've all seen it, it's 48 hours in advance, they're 100 pages, and there's complex topics. And I think those combined mean that directors have to be very focused on how they prepare. Yeah. Either they've got their own very specific set of questions that they want to answer, and they'll leave, you know, the more complex topics that aren't in their domain to others, which is great. That's the whole purpose of having a very diverse board. But a lot of the times you'll hear and see, "I skimmed the pack." And I get to the meeting and, you know, there's something that's come up. Someone's asked a silly question because it's on page three of the document. They've clearly not read it. And that happens a lot. I mean, a lot of board meetings will fall on the Thursday or Friday of the same week, and you've got the same amount of time to prepare for four different boards that have a lot of, you know, in-depth discussion that's required. And it just means that something has to drop, and directors will, you know, either narrow down their field of analysis or, you know, what depth they're going to in the document or just have a quicker skim. Right, yeah, understand. Are there particular types of board meetings where there are even greater demands on directors to prepare? Yeah, yeah, great question. I think it's those conversations that are not reversible. If you think about like, "Hey, we're deciding on purchasing this company," M&A [merger and acquisition] deals or long-term strategy. These are very complex topics that if you get it wrong, has a very big impact. So, those are the discussions where the director needs to go quite deep, and they might not need to have the answer, but the right question that actually guides the management team to the answer. And if you don't give them enough time, then what, you know, in the meeting, asking people to have a real-time view of, "Do you buy a business or not?" is a very complex topic to actually understand. I really like that definition that you gave about it being irreversible, that irreversible decisions are the ones that are most difficult to prepare for. Yeah. That's a, that's a really nice analysis. What role does the quality and clarity of the board pack, you know, you've alluded to this a little bit already, but what role does that quality and clarity play in the ease or difficulty of preparation? And have you seen instances where poorly prepared materials significantly hampers the ability of the directors to contribute? Oh yeah, 100%. You, you see it all the time, right. And the complexity is larger for smaller boards, I think. Because if you're on a bigger board, you don't understand something, you can ask the management team to run that analysis. If you're on a smaller board and the board is almost a subset of the management team, then anything that's misunderstood then falls directly on a already constrained team to then go and rerun that analysis, or help you understand that topic. And again, that's typically structured in a way where the information is not cohesive across time. It's not displayed well, and it's not informative to the director. "Hey, these are the four strategic decisions we need to make. These are"the options that we've put forward. Here's our recommended option." That's a very clear structure to understand. Yeah. If it's a 100-page document and you're going, "What's important"to me here?" It just takes you twice as long. And then you get into the meeting and you go, "What did we just discuss? It feels like we had the same chat as we did last"month on topics that didn't feel strategic." And it's because that information just hasn't been laid out in the right way. A lot of that comes down to the skill and experience of the board members, right. If you've got even one person on the board that has that experience, they'll be driving back to the management team or to whoever's preparing the pack to say, "Three pages maximum, guys." Yeah, yeah."And this is what we want to see in the papers." So, that will help. But if you've got a team of people that are all at a similar inexperienced level of governance, then they kind of can sometimes be in a position where they accept that and think that's normal. Yeah. 100% So yeah, that makes a huge difference. Beyond just reading the materials, what other crucial preparation activities do effective directors typically undertake? Yeah, I think one of the powers of a director is their ability to be in that helicopter, both have a view strategically of the business, but then external factors and also if they're on multiple boards, drawing those correlations across the boards. So, for a director, I think it is that work that's done almost before the meeting, before they get the document, to understand what's going on in the market and how that impacts the business. So, when the strategic questions and discussions are raised, it's not just what's the impact on the business, but what is the overall environment and its impact on the business? And how directors do that, I mean, it is coming up with their own set of preparation questions, what are the things that they want to answer? And also that collaboration before the meeting. So, a lot of, you know, a good CEO [chief executive officer] will align with their key directors before the meeting to make sure everyone's on the same page, and when they go into that discussion, it's very informative. And I think a good director is asking those right questions before the meeting to help guide the executive team into the discussion as opposed to just dropping it in the meeting itself. Right. So, it's not just preparing by reading the board pack and then attending the meeting. There is, as you say, there's the background reading to make sure you know what's going on in the industry. Make sure you understand what's going on in those key issues that are being discussed, and then, as you say, the off board discussions to ask some of those questions and get some clarity and try and get as much of the homework done before the board meeting as possible. Yeah. And I think without it, you just get into these zones where depending on the size of the board you're on, you might only see that information or relate or engage with that business once a month. Yes. And I think if you end up in that zone of very episodic engagement, then every month feels like you're relearning the same topics. Whereas if you kind of keep that continual collaboration, then everyone's on the same page, everyone's up to speed, and then you can actually just get straight into the conversation. Yeah, right. Absolutely. I want to come back to that theme that you mentioned before, you know, it can be difficult to digest information in a single board pack, but you get themes across time. How important is it to follow those themes and issues over time and across board packs and across other information and synthesise it all? Yeah, it's, I mean, it is one of the key things to do. And there probably three key elements to it. One is it saves you time in the future when you're making decisions. Secondly, it saves the business time. And then thirdly, it means you're actually having an effective, you're making an effective decision. So, if you think about a point in time reference of say profitability, it's down on, or it's up on on the month 20%, whatever that may be. However, it might be up on the month 20%, but last year it was up on the month 40%. And without having that kind of cross-reference point, you might actually think something's better than it is, or think something's worse than it is, or vice versa. And if you don't actually have that reference point, and a good CEO will show that in a document. Yes."This is what's changed, and this is how it refers to a previous, you know, document or time." But often you'll have projects that you're saying, "Now we're due in August," but in the previous board pack, "We're due in April," but there's no reference to that change. And for reading a specific document, coming and identifying those key points of difference is difficult in one document. But then having to go back and go dig through 100 pages of something else, a subcommittee document, it just takes a director forever. And if they can't find it, they push it to the executive team, and then they have to go do it. And it just adds so much extra time and reduces bandwidth of the team. Yeah, I guess ultimately your directors are spending discrete periods of time with this particular company, but the company itself or the entity itself is a continuing story. Yeah. And so while you're in there for small discrete periods, you still have to follow the continuing story of the business. I want to come to Tutaki. What you're aiming to do there is streamline the process. What features of the software directly address these challenges that we talked about? Yeah. Tell us about it. It's a great question. Our vision really is to reimagine the board process for a modern world. So, the total operating system. That's, you know, software and service. Right now, we're focused on the director and the key pain points we're looking to solve is information overload. There's heaps to be across. How do I stay across it? The second is what we just talked about, is that continuum of context. You know, I'm dipping in, I'm dipping out. How do I actually have the right context to make the right decision at the right time? And then the third one is, which I'm sure we've all felt, is where is my information? Which email does it sit in? Which document does it sit in? So, how do you actually concisely have a portfolio management tool for the directors that puts all the information in one place that's searchable? So, that's what we're trying to solve, and how we're doing it is is really leveraging the power of current technology. So, building workflows specific to directors to help them analyse information, you know, have a thought partner in their pocket that's the smartest analyst they could have even imagined to run some of their scenarios that they've got in their head and really test their thinking for when they get to the board meeting, so that when they get there, they've got the right questions, they've thought about it, and they've really structured their thinking. Right. So, as I understand it, the tool, you're uploading board packs and other information, and then essentially just asking natural language questions of it to get information from across all of this information, all of the packs and other information that you're uploading, rather than just being, reading through a single board pack and trying to get themes across a single pack. You're able to to ask natural language questions and get the information that you want. Yeah. Yeah, that's one of the features for sure, and it's built in a way where the things that directors want to do are easily accessible. You don't have to be an expert in technology to ask the perfect question to get the answer you want, or ask a prompt on a prompt on a prompt. It's all set up in those workflows, so a director can click a button and then have that conversation straight away. Okay, right, excellent. And looking to the future, do you see technology playing an even greater role in transforming how directors work? Yeah, 100%. I like to think of it in levels, and I think right now, like level zero is current board solutions that have taken a paper process and made them digital. They're still effectively the same process. It's just a digital process. Yes. The next level, which we're getting to now, is Tutaki and you know, using AI, using the power of technology to be a thought partner and think through problems more deeply and wider. I think the levels after that, you know, levels two and three are, you know, AI as a director itself. Now, that's a very big topic, but you could get to a point where you've got like a line judge in tennis, you've got a model there that sits there and gives their the devil's advocate views or an opposite opinion on a topic, in a meeting, live. And then I think for smaller companies where, for a CEO especially, it's extremely powerful to have some of that strategic view and to have that daily. So you might even get to a point in 5, 10 years' time where you have an AI board, and now it doesn't cover the compliance requirements, but it sits with a CEO and actually helps them think through problems every single day. Yes, yeah. I can picture that. I know that, I know of people now who will drive to work and have conversations with ChatGPT. Yeah. So essentially, you're just giving the GPT [Generative Pre-trained Transformer] a skillset, like a RAG-type [Retrieval-Augmented Generation] model, - Yeah. - to give you particular feedback with a particular type of expertise, and I can see as you're saying, you could set up multiple bots that you can converse with, and each of them having a slightly different expertise and a slightly different angle. You could give them diversity characteristics coming from that. Yeah. That would be really interesting. Yeah, I mean, if you are a manufacturing facility or that's a big part of your business, imagine having Henry Ford in your pocket. Imagine having Warren Buffett in your pocket to help you think through your financials, your business case. Like, this is where we're going to get to, - Yeah. - is just these hyper-personalised and practical agents that help you think through different problems at scale. Wow, that's an exciting future. Thank you, Jamie. No worries. That's given me something to think about. I'll look forward to chatting again soon and digging into that a bit further. See you next episode. See you. Thank you for watching this episode of Governance Bites. We have more episodes on YouTube and your favourite podcast channel where I interview directors and experts on various topics relating to boards of directors and governance. We'd love to see you back, and please like, subscribe and share the videos and podcasts.