Governance Bites #151: Board performance and composition, with Rosey Nathan

In this episode, Mark Banicevich speaks with Rosey Nathan about what truly drives board performance. Is underperformance a capability, behavioural, or leadership issue? They unpack the warning signs of ineffective boards, the evolving role of the chair, and whether board evaluations are delivering real value, or just ticking boxes. The conversation explores future-ready capabilities, mentoring at board level, and how organisations should develop the next generation of directors. Rosey also shares one powerful change that could transform board effectiveness, and the best governance advice she's ever received.
Rosey Nathan is a values-led leader and clarity partner specialising in governance and executive capability advisory. Through her practice, Intent +Purpose, she works alongside boards and senior leaders to strengthen decision quality using evidence-based frameworks, stakeholder interviews, and skills-matrix analysis. Rosey currently serves as a Board Member for DEPOT, contributing to strategic planning, risk mitigation, and financial oversight, and sits on the HR Subcommittee. Alongside this, as Head of Career Programmes and Partnerships with the Blues Charitable Trust, she works closely with a high-performing board, giving her clear, practical insight into both sides of the governance relationship. A Chartered Manager and Fellow (CMgr FIML), Rosey brings over two decades of experience aligning organisational intent with measurable impact and purpose.
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Transcript

0:00

Kia ora. I'm Rosey Nathan. I am the head of careers programme and partnerships at the Blues Charitable Trust and Principal and Clarity Partner at Intent +Purpose. And it is a pleasureto be here today with Mark to talk about board performance and composition. Hi, welcome to Governance Bites. My name is Mark Banicevich and, as you just heard again, I have the pleasure of spending time with Rosey Nathan. Rosey, thank you very much for your time. It's so great to be here. You do a lot of work in this space around skills matrices and recruiting for boards. So it'll be a great conversation with you on this one.

My first question for you: 0:38

when boards underperform, is it usually a capability problem, a behavioural problem, or a leadership problem? Yeah, I mean, it usually is a problem with relationship on the board and how the information is being used and how decisions are being made. So there can be lots of, I think where the biggest difficulties I've seen across boards are, is where there's repeating cycles and nothing actually gets moved forward. So part of that is behavioural because you don't necessarily have a person in chair that is strong enough to move decisions forward, or to get to the right information. And so you keep being pulled into this vortex. So that underperformance comes from repetition and no forward motion. Right. Yeah, right. What warning signs tell you that a board is no longer fit for purpose even if it's meeting all its formal obligations? Yeah. So on paper, I think part of it is feel. You generally know when a board is performing well together. And even if there is some of that tension for challenge, you can see that that's happening in a positive way, versus something that is not going to benefit both the board or the organisation. So warning signs are really about how all of that communication is happening on the board and outside of the board, and the relationship they have with senior leadership, and kind of are they asking for information or are they asking the questions that are really going to benefit the objectives and the strategy of where you're moving forward, or is it just wasting time? Yes. So, yeah, not a lot of boards are doing that, but it does happen. Yeah. You get these challenges that happen in ways that aren't constructive. Some of what you were talking about there, as an observer inside the boardroom, it would become quite obvious. If you're on that board, it's often quite hard to elevate yourself above what's going on from the day-to-day and reflect on what's going on. Yeah. So, if you were being asked to evaluate and you weren't in the boardroom, are there things that you could identify from paperwork or from... Yeah, I don't know if from paperwork. I think, and I talk to a few people that reach that space and they need an external perspective. So having, you know, most people on boards have a great network of other people that are exceptional either in boards themselves or in leadership. I do a bit of mentoring in that space where people might want to throw around some ideas of what they're facing or what they're feeling and get a completely unbiased view of what that looks like. Yeah, I think just seeking that external first. So it'll be through conversations with the directors that you'd understand, "Okay, maybe this isn't working the way it should be working." Yeah. And, "What are they saying?" So when I've held stakeholder interviews, you know, "What are they saying to me that I know they're not saying in the room?" Yeah. So being able to provide those reports back is, you know, something that boards should probably be doing more regularly, but don't really explore. Yes. Yeah. Yeah. For sure. How has the chair's role shifted as boards deal with greater complexity, with greater scrutiny, with greater pace, as we've talked about in an earlier conversation? Yeah. So it's obviously compliance that's important. But they really are just setting direction and ensuring that where they are going and the work that the entire board is doing is aligning and is moving forward. So, as I said earlier, I think that this forward motion across all of the, like, when I think about everything that's on the plate for a board and what they have to consider, it's about prioritisation. So, can they prioritise for the board so that they can focus on what's really important, and get all the energy there to move those big rocks off the sheet, or into the next phase, and make sure the entirety of the board is behind them. So I think it's, yeah, prioritisation in a format that moves with the pace that's happening within the business. Yes. Okay. A slight shift in topic now around future directors. How early should organisations be identifying and developing potential future directors? Yeah. I've been an advocate about getting people as young as teenagers to be board observers for quite some time and I've spoken at the Institute of Directors [IoD] on this on a panel. And just being able to have that exposure. You have this level of individual who has a completely new perspective, not just on the board, but on the world, and a completely different frame of reference for what's important to them. And as they get more comfortable in a boardroom, they begin to share in ways that become more and more relevant to the board and to the organisation. So having, you know, advisory or emerging board members that can come in on occasion, obviously not derail every board meeting, but to really allow them that observation to see what's happening and to become comfortable in it. Because, as we know from so many fields, if you have exposure and you have learning by osmosis, that is the best way that somebody can then bring their whole authentic self, because they're not trying to impress when they immediately get in that room as a director first off. Yeah, they already have that experience, and they've got the comfort with the scenario, and then they can just, yes, as you say, be themselves. Absolutely. Yeah. What capabilities will boards need more of in five to ten years that are currently underrepresented in boards? Yeah, I mean, I'm huge on diversity. So the diversity that is across an audience of an organisation, just to ensure that you're hearing where your levels of audience are sitting in the marketplace. There's still lots of assumptions made and there's quite a disconnect between exactly who every audience is and how that's represented from a board perspective. So, yeah, I think we can allow for a lot of different voices in a board, we really can. Yeah. In the work that you're doing with skills matrices, are there any skills that are creeping up on those matrices that haven't been there before, and you think that will appear in the next few years? It's like, "Actually we really need to have this skill set on the board"? Yeah, I mean, definitely soft skills is just an awareness of; there's not as many that are focused completely in that development area. So, yes, HR [Human Resources] has always been important. But what about the performance and development piece? How are we ensuring that we're uplifting that across the organisation with our people? Obviously tech, which we talked about in the first episode, that's an area that requires an amount of understanding where that's relevant to the organisation. But just continuing to understand what's happening in the challenges within a marketplace where you're operating. So we have seen businesses that have turned around in positive and negative ways in a pretty prompt fashion if they don't see the runway of that occurring. So, you know, those that have a really good idea of where the market's heading and then how they can help organisation. Right. Yeah. Foresight. What does effective board-level mentoring look like in practice? Yeah. It depends on who. Like the seniority of the people that are being mentored, as well. Because you don't want this to be a one-way street. No. And that is what naturally tends to occur. And I think that's, you know, it can happen in normal professional relationships, as well, is that you can defer to somebody that has more experience and more knowledge. But a great mentor, board mentor, is able to step back out of that and keep being curious about, you know, what the direction should be and what the person needs, and offer support and perspective. But not dampen creativity and opportunity, because some of those new areas into innovation can get stifled at that point. Yes. Yeah. Okay. Who should own the onboarding and development of new directors — the chair, senior directors, the whole board, the company secretary? Who owns that? Yeah. Not everybody has a great process, as we know. Yes. So I think the first step is developing a process for, like, what are the things that should happen? I've been on a couple of boards without a process at all. It's like,"Oh, here's your first meeting, welcome to the meeting." "Welcome to the meeting," and you're, "Okay, great." That was induction. Yeah. And there is also just some self-drive. So as a new board member, asking the questions of, you know, what is the process? And, what do I need to know? And, how do I get to understand this business better and my board better? And it's a timing thing with schedules. Yes. But if you can do this and have everybody on the board available for at least one or two sessions, short sessions, a year, where they have a conversation directly on the skills that are on the board. "Does everybody feel really comfortable already with where we're at?" And through the induction piece, "Do our processes need to change with that?" Instead of it being something fixed and in the background that then doesn't get pulled out when there is a new board member joining. so, not a one-size-fits-all box. No. And something that's a little bit flexible and adaptable that everyone gets involved in. And, as you say, very important for a director entering the board to know what they should be demanding from an induction, and making sure that that stuff's in place, and asking the questions and... And putting timeframes in place. Right. Because that's the thing. You can have the conversation and ask the questions, but unless you say, "Okay, well, by next board"meeting I need to have completed this. Who will support me?" Yes. Or,"What do we do to get that process happening? And has nobody else on this board done this?"Then maybe we should do that together." Yeah. So, yeah, putting in those milestones. Great. Yes. We'll need a checklist at some point of what that should entail. Yeah. There you go. Yeah. Are board evaluations genuinely improving performance, or have they become a compliance exercise? Depends on the board. It depends on the confidence of the chair. I think some of them are fantastic. I've seen really great, absolutely fantastic and formal versions of that. From an individual board member evaluation with chair, through to really formal, great process, not very effective, because it felt very much just like check-boxing. Yeah, right. So, okay, you meet this minimum requirement, but there wasn't a lot of, again, two-way street. So, you know, what are the observations that we're missing? What is it that you're feeling about this? How do we improve and lift our tide together? So, yeah, I think they're a great opportunity if used the right way. Right. So it comes down to the attitude. If you're going into a board evaluation saying,"Oh, it's, you know, it's been twelve months, we've got to do our evaluation," then you're probably not going to get enough out of it. But if you go into it thinking,"Okay, where are the opportunities for improvement? Where have we slipped?"What are we doing really well? What can we learn from this, and how can we improve?" Then you're going to get some great value out of your evaluation. Yeah, absolutely. What single change would most improve board effectiveness over the next decade? Gosh, the next decade, who knows what the next decade shall hold. Let's say next six months, shall we? It's moving so quickly. I think that challenge, you know, challenging communication. Which is great on a lot of boards, but being really structured with it, alongside the prioritisation. So the single change is just ensuring everybody has the clarity of the intent for what they need to deliver, what's important, when it's important by. And I know that lots of people are already doing that, but honestly, lots of boards really aren't. Yes. So just focusing on that, I think, brings a lot of clarity for a board. Great. Thank you. I've got one final question for you to wrap us up. What's the best governance advice you've received? Yeah, to really deeply consider why you're getting on that board, what you're doing there, and what you can add in terms of the value. So, having that assessment and understanding your position and kind of getting to meet the board before you take those steps is an important one. Yes. And I'm not sure that everybody does that in the right way. There's lots of want and the opportunity to join boards, but really understand your own why first. Yeah. Okay, Rosey, that's been great. Thank you so much for your time. Thank you. Let's do it again. Yes. 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.