Governance Bites #157: Decision-making and accountability, with Rosey Nathan

In this episode, Mark Banicevich interviews Rosey Nathan on what really drives boardroom decision, and where they go wrong. Is it flawed information, judgment, or a lack of courage? They explore how boards can sharpen decision quality, prioritise what truly matters, and ensure accountability is more than rhetoric. From managing dissent to learning from failure, this conversation reveals the habits that separate high-performing boards from the rest. Rosey also shares one critical shift that could dramatically improve how boards make decisions in an increasingly complex world.
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

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Kia ora. I'm Rosey Nathan. I am the head of career programmes and partnerships at the Blues Charitable Trust, and principal and clarity partner at Intent +Purpose. Today we're going to talk about decision-making and accountability. Yes, we are. 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. Thanks. Now, you're involved in doing skills matrix work for boards and appointing board members. You're on a couple of boards yourself, so you've got a lot of experience around the space. The topic that we're going to cover today is around decision-making and accountability. To

start off with a broad question: 0:41

when boards get decisions wrong, what's usually driving that? Is it poor information, poor judgment, lack of courage, dynamics within the boardroom? Yeah. Yeah. I mean, a lot of it can come down to those dynamics within a boardroom, because things haven't happened to set that decision up in the right way, or the challenges around what that would look like in the real world haven't really been tested. But I also think that there is just that information piece, which we covered in an episode earlier — either too much information and it not being consumed in the right way, or the context of the information is slightly incorrect. Yes. So those are generally the areas where things are going wrong. Yeah. So it can be any number of those areas. It can be more than one of them. There's no real single thing. If there was a silver bullet, I'm sure that - Yeah, we'd have solved it by now - it would be easier for every board. But I think it's just every person on the board being really clear on what it is that they need to be providing their judgment on. Yes. In terms of the purpose of the organisation, how do effective boards test whether the purpose is actually guiding their decision-making? Yeah, I love that question, because working in a very purpose-led business, it's very easy for us to answer that question, and it's because we just keep revisiting it. We keep revisiting: are we delivering to the right audience? You know, do we have the systems in place that are going to ensure that we are sustainable and scalable, and that we are authentically walking that talk every day? Yes. And so the purpose has to be revisited. Quite often we will get stuck on pieces of strategy, which then, we focus wholeheartedly on instead of taking it that step further and going right back to the purpose and ensuring that alignment. And as you say, it's easier in for-purpose organisations because everyone's there, kind of, to achieve that goal, right. Yeah, absolutely. When you get a corporate organisation, it's a little bit harder sometimes to bring people back to say,"This is why this entity exists." Yeah. And I think harder questions are being asked about that, as well, because again, you can show those words on walls and in posters, but how authentically is that being walked on a day-to-day, and by the board? So testing that, making sure that you can actually describe it and you've got something tangible that aligns with the purpose. Yes. if you don't, you're in trouble. I had a conversation recently with Steven Bowman, and one of the things that he said — although it's certainly two parts to it — is they have the purpose written at the top of the agenda for every board meeting. Of course, that's not enough, because it very quickly becomes wallpaper. So you need a chair that makes sure it's discussed and raised at each board meeting. Yeah. I don't know whether it was, it might have been Steven that said this as well, actually, or an earlier conversation, where there was one board he was involved in where the chair would have a video that they'd play each meeting, of somebody in the business talking about the purpose, and it would be a different video each time. Yeah. And in that case, I think it was somewhere in the Middle East where safety was tremendously important, and it was a story around the safety and why safety was so important to the board. It's a really cool way to bring the directors and root the directors in that purpose at the start of a board meeting. I love that idea. That's something that can reach the human in each of us, right. Yeah. Yeah. Do you think boards are sufficiently clear about whose interests they're ultimately accountable to? I think that can very easily get lost, and I think that we can get tied up in, obviously the risk involved in governance, and also the requirements of who we need to deliver to. And that isn't always the main, like, the audience of who they're accountable to is split. Yes. So what is that percentage of pull, and where are they attributing that effort, and how can they ensure that they show what they are doing for those audiences, again, in a tangible way? Yeah. Right. So, again, maybe one of those things that needs to be regularly reminded. Yeah. Who should chairs prioritise - sorry, how should chairs prioritise agendas to protect decision quality rather than maximise coverage? It's such a hard one, and I think that it is dependent on where you are in the business. So, you know, there'll be times where it feels very BAU [business as usual], and then there will be times where the business is facing a challenge or an opportunity or a slight shift in strategy, and so that's when the chair needs to decide: what will the time frame be for that decision, and how long can they afford to prioritise that item, and what is required from each of their board members to shift? So it's got to be pipelined in a way that has some clarity for the next two to three board meetings. So we should be future-looking, and yeah, and then leading that direction. A lot of the people I speak to now, as well, they talk about setting the agenda so that all the big strategic issues happen at the front of the meeting, not at the back. Is that your approach, as well? Yeah, I think so. Or splitting the meeting types — so you've got a strategic, or a fully focused funding board meeting, or an operational meeting, or a check-in alignment, so that there are aspects of that meeting with very specific time frames. So this is one area where it's so important that timekeeping is adhered to. Yes. Because it is such a limited amount of time that you have these brilliant minds together in a room. Yeah. And I think there's nothing more frustrating for some individuals when there is off-topic conversation that melts into other areas, and that prevents you from having the real conversations within that time frame. Right. There are a lot of matters that reach the board that are really for information, not necessarily there to require full decisions. Yeah. How can boards distinguish between the decisions that require their full attention and those that don't? Yeah. Well, management should be an active part of that — being able to shape where they need more support from the board, or where the board should need more information from them, and how that would be impactful. So that's that best collaboration area in terms of having, you know, a great general manager, a great CEO [chief executive officer], and the relationship with chair and the board. And so conversations happening pre-board meeting, and yeah, having that alignment in place early. Identifying the things that they need help with and the things that they're just saying, "This is just for your information." Totally. Yeah. Right. Should boards rethink the meeting cadence, the meeting length, the meeting format — these sorts of things — to improve the decision quality? Yeah. I've been on a board myself where we were having monthly meetings, and at the time it was very BAU. We'd been through quite a significant amount of change the year prior, and so it just became too much. We didn't really need to meet monthly. And then we met every second month, and then that was far too far apart. Right. So we then decided on a six-weekly cadence, and I know a couple of other businesses that have moved to that type of cadence, where they do feel that four weeks is a little too short in terms of the impact and, kind of, digesting the information required and seeing the shift in the business or operationally things come to life. But eight weeks was definitely too big a gap. Four weeks is hard for management too, right. Because they spend a lot of time preparing for the board meeting. Totally. They have the board meeting, and before long they're preparing for the next one. Or, they've got their minutes out and then they're — yeah, absolutely. So when can they actually get their day jobs done? Yeah. So, yeah, that makes a lot of sense. So right. And as we talked about a little bit offline earlier, it often depends on the nature of the organisation, too. Yes. You know, a lot of the businesses that I work with are small businesses where the director is also running the business, and they don't need that frequency of meeting because they're involved in the day-to-day. Yeah. So a quarterly meeting is great for that. Yeah. So yeah, there's a variation. I remember having a conversation as well with Craig Mulholland, who's an amazing man, a year or so ago, and he was really big on varying the location of the board meeting. Oh, great. And those sorts of things to keep the board fresh all the time. Yes. [Episode 59.] Some great tips came out of that conversation — that was really, really cool. And also the subcommittee piece, which we touched on slightly offline. Yeah, right. So having subcommittees that can do quite a bit of the heavy lifting in those areas that might need bridging between a six or eight-week cadence is pretty important. Yes. Yeah, that's a very good point. What common decision-making flaws show up repeatedly in boardroom failures? Yeah, just repeating — not getting to an answer, like the decision-making hasn't happened. Talking around in circles a lot. Yeah, yeah. And I've been in situations where that has been the case, where there's been a single item on the agenda that just had so much more energy than it deserved. Right. So, yeah, as a board — and there were maybe two or three of the members that wanted to continue to discuss this. Flog the dead horse. Flog the dead horse. And it wasn't a priority either. So yeah, it's having the strength as a board to say "No, this is no longer on the agenda." Yeah. Or, "We will revisit that in three or six months." Yes. But, like, that is the decision at the time — not making a decision, but not having it eat up space in the meeting. Those action lists that just carry on and keep going, - Exactly. - and then your action list gets longer and longer and longer, because all the stuff just gets pushed down the road, instead of going, delaying it. Yeah. Is that aligned to our purpose? Yeah. So there's an element there of prioritisation as well, to say these are the decisions that are important. We want to focus on those. Those other ones, if they get pushed, they get pushed. Yeah. It's not such an important factor. Absolutely. Yes. Do post-incident reviews at board level genuinely change behaviour, or do they fade with time? It depends on the members of the board, and how self-aware and how self-critical they can be, independently and as a group. And as long as the questions are challenging enough, really great insights can come out of that. But again, what's the purpose? You know, what are you really trying to achieve? Yeah. And what are you trying to prevent happening in the future? This is another great checkpoint of: do we have the right skills, the right behaviours, the right experience, and the right relationship dynamics within this room to be the best board that we can be for the objectives that we need to achieve and for the purpose? So, I think if you're also centring that within that post-incident review, then you'll come up with something pretty powerful. Right. So again, it comes back to the intent. What do you want to get out of that post-incident review? And if you're really genuine about trying to learn something from it, then chances are you will. And if you're doing it because it's a box to tick — Yes. And so much of that is, you know, we go through performance acts because we're told that's the thing that should happen. And people might have their own different objectives around that, as well. So, clarify, get that out, and be transparent about what everyone's trying to achieve first. Yeah. Right. Can you share an example where a board failure led to better governance, and why — what made it stick? Yeah. One incident was kind of a move out of people from a particular board. So this can happen. Right. And the person - well, the people actually - were very, very close to the business, and they'd had a way of operating that across both the organisation and the board prevented growth in new directions that were opportunities. Right. And so when the decision was finally made that certain people were leaving, still some others remained with that mentality, but you had some new members come in that were able to, that were very energetic, as well. New on the board, want to support and make those positive changes where they can. So not stuck through an old lens. And I think that was really helpful at that point. It doesn't have to be a complete transformation. It can be kind of just asking a couple of really big questions to your board every quarter, or, you know,

a couple of times a year of: 13:54

what are we really doing well, what are we not doing well, and where can we shift, and is everybody on the same page without groupthinking? Yes. But yeah, that incident — I think most boards have seen that, when you have some people that might have missed prioritisation and dragged old sentiment in. Almost like a bit of stagnation in the board, and needing a bit of refresh, some fresh energy and fresh blood. Yeah. I've been there. And that's where — from an earlier conversation that we had — having observers, board observers, and particularly those that are younger, or, you know, they have some naivety, and so they tend to ask some pretty blunt questions and get to the point — like, "This makes no sense." So framing it like that, you know: are we really making sense? If we watch this as a TV episode — that's one of the nice analogies I like to use. If you were looking at this board, or this meeting, as an episode of a season of our board — yeah — does this make sense? What would the audience say? Right. Yeah, that helps to take you out of it. Yeah, absolutely. That's a really nice way of thinking about it. Yeah. How do boards ensure that dissent improves decisions rather than slowing them down? That's a balancing act, and it does take a really skilled person. So, you know, improving on those skills, making sure that they've had enough experience externally, and potentially with other boards, to ask the right questions, and get an understanding of clarity of all of those positions. But moving the conversation in ways that still allow for the breadth of conversation, without imposing one singular view. Yes. Right. I guess with, whenever there's dissent in a decision, it's very much around trying to understand the nature of the dissent, the reasoning behind it, and then challenge that reasoning. Is it correct? And if so, do we need to change the way that we're thinking, or is there a flaw in that reasoning? Yeah. So picking it apart, isn't it? Yeah. Yeah. Absolutely. If you could change one habit — a final question for you. If you could change one habit in how boards make decisions, what would it be? To do it within a particular time frame and with that intent, and to make sure that everyone has had their say. It's hard — we're always dealing with human behaviour, their own feelings. We won't all get the decisions that we think are the best ones. So it is making sure that you still have that connection for all of the bigger, wider decisions while this one gets made. That's one of the experiences that I had on an international board — we used Robert's Rules [of Order]. Okay, yes. And of course there were people on the board from across the world; everyone spoke at least a modicum of English. But one of the, using Robert's Rules, one of the key things was you can only speak on each topic twice. And so let's stop the talking around in circles a little bit. And I was often the person that would bring them back and say,"We're going around in circles. We've got to limit this." And the chair was, "Oh, yeah. Okay. Maybe we should, okay." No, no, that's your role. Yeah. Well, sometimes the chair needed a bit of help. And yes, it can be a good way of making sure that conversations reach a conclusion — to say you've got two chances to speak on this, and then you're done. Yeah. So make sure that every time you speak you're very clear on what you want to say, and all the right points come out, and at the end of it you say,"Okay, guys, wrap it up, we're going to make a decision." I think a framework like that is really important, whether it's speaking to the item two times or having two single-minute opportunities to speak to it — so it's timed — because you could give somebody two opportunities to speak to it, but someone might want to speak to it for ten minutes and another for thirty seconds. So, yeah, I think framework is really important, because it gives that opportunity for every voice to be heard, and you don't have that imbalance of those individuals that feel passionately and might outweigh. And you can be very flexible with that too. Of course, of course. We had, you know, occasions where most of the stuff on the agenda you knew wasn't going to be contentious — you'd be fine — and there'd be this one item you'd go, "Okay, this is going to be a challenge, people, so we're"going to lay some ground rules." Yeah, exactly that. Yeah. Rosey, thank you again very much for your time. Thank you. I loved that conversation. I look forward to catching up again soon. Absolutely. 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.