Governance Bites #111: directors managing multiple boards, with Jamie Green

In this episode, Mark Banicevich asks Jamie Green about challenges faced by directors who sit on multiple boards. Mark asks about how directors grapple with the volume of information, and effective methods Jamie has encountered for dealing with it. He asks about the root cause of the challenge, and how realistic it is for directors to connect the dots over time and across boards. Jamie shares some pitfalls that this situation can create, and how tools can be used to address the problem. They discuss how AI may become a valuable assistant in the boardroom, and Jamie shares the best governance advice he has heard. 
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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Hi, I'm Jamie, the co-founder and CEO of Tutaki. We are a director co-pilot that helps directors save time and be 10 times effective in board meetings. And today we're going to talk about directors who manage multiple boards. Perfect. Complex problem. Hi, welcome to Governance Bites. My name is Mark Banicevich, and as you just heard again, I get to spend time with Jamie Green. Jamie, thank you very much for your time. No worries. Thank you. I really love what you're doing with Tutaki, and this isn't a product pitch by any means, but one of the problems that you're looking to solve with the software is really related to the topic that we're talking about today. This issue of directors, and this is very common, directors who are on multiple boards and then have information coming from different angles, and what relates to which company, and which relates to others, and the conflicts of interest and things associated with it. From your experience at McKinsey [& Company] presenting to numerous boards, what were your early observations about how directors grappled with the volume of information that's presented to them? Yeah, it's a great question, and I think typically what would happen is directors get very focused on their area of expertise. So if you're on, if you're a legal director or the financial director, whatever your kind of domain is, that's where you end up focusing. I mean, we would hand over 200, 300-page M&A [merger and acquisition] documents with like half a week to read them. And these aren't easy. They're new topics, because they're not just the business day-to-day progressing to the next month. This is a very new topic of a purchase of a big business. And you'd be asking directors to be very strategic, analyse the conversation, and actually, you know, pose good questions. And if you're given not a lot of time in a very complex topic, obviously it just narrows down how much focus you can have in which area. So what would happen would be directors in meetings would focus on their lane, and they would hope the bandwidth was picked up by the other directors, or they would just kind of simply settle with the easy low-ball questions. And typically it doesn't create the best engaging discussion. And what you really want to do is give people the right amount of time and not have that 300 pages, have that, you know, five. Yeah, right, because you really want from directors the challenging questions, right, to to poke holes in the arguments, to see whether or not it's the right thing to do. Yeah. Yeah, absolutely. Have you encountered any particularly effective methods or personal strategies that some of the seasoned directors, or maybe that you've used, that are people that are on multiple boards that they've developed to manage the information flow and connect those themes over time? Yeah, I think that similarly, every good director will have their set of questions that they want to answer. And they will have, as they should be, those are the questions that they're most, you know, they've got the most domain experience for. So they will go through the document in depth and make sure that those 10 questions are answered. There might be compliance, but there were also very specific domain questions. Yeah. And then outside of that, what they'll do is, a very good director will bring in outside context to help aid the discussion in the right direction that needs to go. So, you know, what are the things that are happening in the world that are going to influence this decision? You know, tariffs are a big one at the moment, and there's a lot more around technology development. Why build something internally and spend millions of dollars building a tool when you could partner with a new product in the US that's doing XYZ? So I think a lot of that's... - And charge $200 per month. - Yeah, yeah, exactly. And I think the good directors will have their domain specific questions that they go into depth with, know the answers with, but then can actually think more laterally and bring in a lot of different data sources to guide the discussion in the meeting. And it's really important to be able to do that because across the board table, it's unlikely that you're going to have all the skill sets represented. As much as you use a skills matrix, you're going to be very focused on what types of skills you want on the board based on the strategy of the entity. You're inevitably going to leave gaps. Yeah. So they have to be filled. And so your directors really can't just focus on one lane, and also from a legal liability perspective, there's only so much you can rely on the expertise of other people in the room, right. You still maintain your liability. 100%. Is the challenge primarily about time management as you alluded to before, or does it go deeper into, you know, comprehension and strategic insight? What is the challenge here with this? Yeah, I think at the root it's time management, but there's a lot of nuance to that. So if you gave me a 10-page document and it was in a different language, I would need a lot of time to read it versus if it was in my native language, and I think that's the same at board packs. So it comes down to the cohesiveness of the document, and that's kind of like that language piece just before. What is asked of me and how easy it is to get to that information? And then the structure of the board pack. So if you're giving me a 10-page very concise document that has at the front of it the key questions that I need to ask, I don't need a lot of time to read it. If you give me a 100-page document that is not cohesive, it's very different from last month, and I don't know what I need to do out off the back of it, then I'm going to need a lot of time to read that, or I'm just not going to engage at the right level. Right. And I think that at the core of it's time management, but it comes from both the director's ability to manage their time and also what are they spending their time on, and if that thing that they're spending their time on, AKA [also known as] the board pack, or supplementary information, is not set up in the right way for them to succeed, then everything, you know, goes loose, and you know, especially if you got multiple boards to manage that across. So there's a balance to be struck between, it's really important, as we've alluded to, for the board pack to be presented in a way, with the papers written in a way that the information is very clear and the decision being asked of the directors is very, very clear. You also need to provide that packet enough time for the directors to be able to really dig into the problem and be able to ask the good questions prior to that, as we said, I think last time we caught up, spending time outside of that, and I've heard this before as well of reading broadly and understanding what's going on in the industry, so you're coming in with the right context to prepare. Yeah. So there's a few elements of that, but a lot of them, as you say, are related to time management, and if it's prepared well enough in advance and written concisely and well enough that it takes as little time as possible for the directors to digest it, then you're going to get better outcomes from your directors. Yeah, yeah, yeah, and it's just giving them enough time to actually get to the level you want them to get to. Yeah. For a director that's on three or four boards, how realistic is it to truly absorb and connect the dots across all that information? Yeah. And what are the typical trade-offs that you've observed when people are on multiple boards trying to digest all this stuff? Yeah. It's a complex problem to have, and I think if a director is battling and struggling to manage it all, they're probably just on one too many boards, but what would normally happen is you're comfortable and then you add a board and then then you get uncomfortable, right. And I think the typical challenge is three-fold. One is board meetings are very time and place, and we talked about it last time, but if you're going to a board meeting once a month, and if you're on a bigger board, that might be, you know, one of the only times you engage in this content, then you're being, the context switching is very intense, especially if you're on multiple boards. So you've got three board meetings, they all fall in the same week, all of them require you to think deeply, and you're having to continually context switch, that is an extremely hard problem to have, especially if the questions that are being asked of you are irreversible. So that's one. I think the second is what are you actually bringing? How you bring the kind of cross information from other boards to that to that board. So you might actually learn something from another meeting or another topic that is really impactful for this meeting. And I think if you're too stuck in the detail, or too stretched for time, it's very hard to bring those or connect the dots across your boards. And then I think the third one is just general time management. If you do have too much on, you don't get to the level of detail that you need to get to to be an effective director. Right, right. An example of the sorts of themes that you're talking about, you know, we've been talking offline a little bit about the movement and artificial intelligence and technology and things, and they're the sorts of themes that you bring across multiple boards, right. You're not talking about - we're not talking about proprietary information or anything like that. Yeah. It's just those those real big impact stories, absolutely, that you're able to connect. Because of course, I guess when you're on multiple boards, you're probably going to, you want, you'll need boards that aren't having serious conflicts, they're not competing with each other. Yeah. They may be in similar industries, but they're probably not going to be in the same industry. So yeah, there's certainly around, as you say, that context switching is very much a challenge. Thinking about those directors who are highly sought after, you know, they might sit on several boards, are there any specific challenges they face in terms of identifying the overarching themes and the potential synergies or conflicts across those different roles? Yeah. Those most sought after directors, typically, it's kind of like survival of the fittest. They've made it there because they're good at these things. I think where the challenge lies is, like you say, it's actually connecting the themes and those conflicts. I think if you don't do that well, then you're inevitably just going to end up in a situation that you don't want to be in. Either, you know, making poor decisions or influenced decisions. And I think for the directors that do it well, they can do that context switching and understand what's important for one board that might not be important for another, but also those themes that are important across. Yes. And how do you actually bring those to the surface in the conversation in the right way? And that might just either be missed and then it's not discussed, or you know, the board director might just have the wrong kind of point of view because they're bringing those themes in the wrong kind of process or purpose in the meeting. Right, right. What are some of the potential pitfalls or limitations you see for directors, especially concerning their ability to identify subtle but really critical connections across that larger and essentially, you know, the longer you're on a board, the more information is accumulating, right? Yeah. So getting across all that. So what are some of the pitfalls or limitations you see? Yeah, I think most board directors are good at seeing the big stuff, like, and that's because it's easier to see and usually that's what the CEO[Chief Executive Officer] is focused on, as well. I think where a great director spots is those small things that either, you know, maybe not on purpose, but the CEO is not surfacing or that they're not realising are there. And those are the things that exist in the small line items across time that might not look big, but if there's 10 small things, it adds to one big problem. And I think for directors that challenge is how do you actually find those things both in the point in time document but across time. And the directors that do it well will be able to do that. They will be able to get into the right level of detail to answer a big topic. And I think there's two kind of, the dichotomy of a director is being able to stay high level, give strategic input, but where that detail is not provided and kind of the context or insight is not provided in the right way from the management team, being able to get down there to actually understand it. And I think being able to do that across time is an extremely difficult problem for a director to solve. That suggestion that you made about the little thing that might carry over time, could you give an example of what that might mean? Yeah, yeah. I mean for an example of you know something we solved for a director recently was there was a people spend that was very normal, you know, this is what we're spending on people payroll every year, and it changed month to month, and it changed because they had a restructure, a small restructure or people leaving, but the report itself didn't mention anything around what the impact of that was. So for a director spotting that difference is one thing, but being able to say, "Hey, what"are we going to, either, how are we going to redeploy that capital? Do we need to fill the"gap? What's the impact on the business and its operations?" is the second order question. Now that's a reasonably simple one, but you imagine if there's something in in the business case or in a project milestone that's been set up that's just constantly shifting, unless you actually have the detail to know, "Hey, three months ago we spoke about this, we agreed this point"of view. We agreed it would be done by this date." And then unless you have the kind of light switch on in the meeting to go, "Hey, we have talked about this previously," it can just be swept under or forgotten. Yeah, right. And if those things keep happening, then you just get, you're not fulfilling your strategy because you've set these things that you're going to deliver and every small thing keeps pushing out and the whole strategy is going to fall over. Yeah, yes. I want to come to Tutaki because I really like what you're doing with this software. Where a director is on multiple boards, it's not, unlike much of the software that I've seen, it's not about the board, it's about the director. So if a director's on five or six boards, they can upload the information from all five or six boards. You're aiming to help directors query information and connect themes. Can you give an example of a situation where a director on multiple boards might find that particularly valuable? Yeah, I think the problem a director might have, and there's three-fold. One is you've got a lot of different sources of information, and different systems. Now big directors, a lot of them will just be on Diligent. Smaller directors might be split across BoardPro, maybe they've got a board on Diligent, maybe one's on Google drive or one's PDF. And I think if all of that information is disperate and spread out, it's hard to connect the dots. So that's one in terms of the issue. The second is that context piece of what's actually important. So a CEO might surface a change in something, and then, but the actual value a director can have is what's the deeper level insight and what's the question off the back of it. And then the third one is just generally, you know, what is the amount of information that you've got to get across. And for Tutaki what we help surface is basically, how do you take a director's superpower, which is their ability to pull on their historical knowledge, and almost gut, on what to do in a certain situation and apply it in a very streamlined way to the problem. So how do you do that across boards? I mean, for example, a really good example is a portfolio. They've got, they might have observer rights, but they must also sit on a bunch of different boards. So a PE [private equity] firm for example. So how do you actually pull the themes across their portfolio to then understand what strategic questions are important? And you might actually find that a question that's being asked in one portfolio company, not being asked to another, but should. Yes. And those cross themes I think are really hard to do for an individual director, but also for boards in general. Yes. I mean, you might be on a couple of boards, but because of the structure of the conversation you might not find that one thing is relevant to another when in fact it is extremely relevant. And that's the power of Tutaki and AI [artificial intelligence], is to be able to both pull those strategic nuances across boards, but also across time. Yes, yeah. I can certainly see some some value there, and if you've got a director who is on multiple boards drawing a theme or an issue. It's about what's not being asked in this boardroom, right. And having somebody that is across multiple boards, and being able to connect those dots, is able to bring those themes across and say, "Have we thought about this?" That's a really strong point. We talked a little bit about this last time, but I want to, it's an exciting topic, and I want to dig into it a bit more. Do you see a future where artificial intelligence becomes an indispensable tool for governance, particularly with directors with multiple board responsibilities? Yeah, I think what I mean, I have to say it, but I think, "yes," is the answer. And if you think about boards maybe 30, 40 years ago, they were typically senior executives that are moving into a directorship role, and they have, their wealth of knowledge is actually the most valuable thing, and it is also at the forefront of the development in that industry. So you're a 30-year operations manufacturing executive that's becoming a director. You have all of the insight you need to govern that board in the right way. But now as the world's moving so fast around you, it almost feels like the management team is educating the board in some degree. And I think that's just going to keep happening. The world is going to move faster and faster. For example in technology, it used to take four years to build an app. You can do that in a weekend now. Yes. And this pace of development around a board means that the board itself needs to adopt this technology. And I think that's going to happen in three ways, and we're seeing it somewhat already in workflow automation, people are starting to take minutes, they're starting to you know do automated agendas, help with the board pack creation, for example, like a lot of admin. I think the second one is in this baseline intelligence. Directors are going to demand that they have live realtime intelligence from the business to actually govern effectively. This world of discussing something that's a month before. You know, the financials are normally the month prior, or they're two weeks old, whatnot, like that's going to stop. And then the third is this ability to suck in wealth and knowledge from everything that isn't just the business. You're in the meeting. Wouldn't it be great to have a benchmark against how we're performing against our competitors? Oh, we can just do that instantly. Yes. This ability to for the board to move rapidly and decide things almost on the fly with the right information, I think is going to become just everywhere. Yes, yeah. Interesting conversation I had recently with the CEO of InsuredHQ, Jon Davies. And we were talking about the rapid pace of the increase in technology. And we were talking about having monthly board meetings, or some businesses, startups and things, you might be looking at more or less frequently. You know, tend to be between monthly and quarterly. When the pace of change is so rapid, we started to posit the question whether, you know, six-weekly board meetings would be frequently enough. Or whether you'd have to start having, you know, quite frequent governance meetings. Because you know, as you say, if you can build an app in a weekend, you want to move very quickly and get these things to release to market. You got a board meeting, and a month later you got another board meeting, and you want to make a decision about this stuff, it could be too late. Yeah. And I think the power of that more frequent cadence, depending on the structure of it. It is ultimately what should, what is board worthy. Yeah. And if you get the board engaging too frequently, they'll end up engaging in topics that aren't strategic or are more operational. Are operational. So I think the cadence, you know, might be, the formal board might stay similar. Yeah. But there might be a way for a board to engage on a more frequent basis on topics that they find interesting. Yeah. That's what we said, as well, was the idea of potentially having intra-board meeting meetings that are like special meetings on a particular topic or something. Because you're right, and that was a question I asked is, how do you then, if you've got an increased cadence, how do you stop yourself from becoming operational? Yeah. So yeah, I think there's some change to come here as that pace of technology increases. And you know, ChatGPT was released, what, just over two years ago. Oh, it's insane. And how we've moved since then into agentic AI and things. It's just moving so rapidly. Yeah. And boards have got to keep up. Particularly if, you know, it starts with companies that are in the tech space like yours. But it's going to hit companies in all spaces. Oh, all. If you're not using AI now. I was talking with a, you know, a billion dollar finance company the other day and they've completely changed how they think about it. I mean, without the right governance what happens is your employees ended up just using AI anyway without telling you. Yeah. And I think companies now are adopting it and putting in the right policies that they control how it's used, but that it's used. Yes. And it's making people so much more effective. Even from a talent position. People leaving university now expect to use it. If they can't, they're going to go somewhere else. Yeah. I think if I were, you know, leading a company at the moment, I'd be wanting to train all my staff on this stuff. You know, yes, have your policies in place about, you know, you're not putting in sensitive information which, you know, we've got this here. You're not putting in sensitive information, you're not putting in customers personal information, none of that goes in. But, yeah, I'd want to take that step beyond and teach all of my stuff about prompt engineering, and the different LLMs [large laungage models] that are available, and also the different non-LLM AI tools that are out there. Well, not all of them, because there's so many of them that are around, right. Yeah. But the breadth of what's there, and just to encourage that curiosity. Yeah. You get so much more efficiency in your business. 100%. One final question for you. What's the best governance advice that you've heard, or given, or you know, you've been in the board meetings with your time in McKinsey. The board that you've got now in Tutaki. What's the best governance advice that you've heard or been around? Yeah. It is, ask the right question. And it's very nuanced, and very simple. But we've all been in those meetings where someone's asked a question, everyone goes silent. Because it's the right question to ask, and it's getting people thinking. And I think a lot of board directors will go through their list, make sure everything's okay. They'll tick off the the boxes and compliance. And then in the meeting it's kind of, "Let's go through the motions." And I think, go into every meeting with, what is a question that's going to get people a bit edgy, and make them really think through the strategy and what's next. And I've been in heaps at McKinsey, and typically the best ones are on that edge of, you know, think they're easy to answer, but are very complex, and get people really moving in their seats. And I think, focus on what is that right question. That's a challenging piece of advice. Yeah. That's a really good one to think about. Cool. Jamie, thank you very much again for your time. It's been a a cool conversation. I'll look forward to staying in touch Perfect. And hopefully we can do this again in future. And I'll see you next episode. 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.