Welcome to “Shaping the Future With…”, a series where we open the boardroom doors to showcase the insights, experiences, and humanity of remarkable directors.

In this edition, Watson Partner Rachel O’Connor sits down with Dr. Heather Munroe-Blum, a distinguished science and academic leader, policy maker, businessperson, and seasoned director, whose career includes service on a wide range of corporate and not-for-profit boards. Heather brings a refreshing blend of wisdom, wit, and candour as she shares her take on what it really means to govern well – touching on everything from the board-management relationship to the courage it takes to ask the tough questions. 

Rachel O’Connor: Thank you so much for taking the time to speak with me today, Heather. We like to start all our interviews off with one common question: what is your definition of good governance?

Heather Munroe-Blum: It’s great to be here speaking with you, Rachel.

Well, good governance certainly relies on understanding the enterprise you’re governing, and it is also a lot about people and preparation. It includes oversight of management, the enterprise’s performance according to its mandate and commitments, its culture and values — all underpinned by the mission of the organization. That’s a lot to learn when you’re coming onto any board – whether you are experienced or not, whether the board is not-for-profit or corporate.

ROC: Given that learning curve, how should directors be approaching new board roles, where they know they bring a unique perspective to the table, but they still have a lot to learn about the organization itself?

HMB: Make good connections from the beginning. Talk to the other directors on the board who have been there longer than you, and ask questions, without overdoing it. From the moment you are on the board you have responsibilities that you must fulfill in real time. So, at a minimum you must be actively learning about the issues at hand – and probing when these do not easily come to light. Regular engagement with learning about the business performance, the support and development of employees – including the senior team – the principles that underly the mandate, the culture and values that are stated and then how they’re expressed in reality, noting where you see a disconnect – all of this is important.

You should also have an expectation that the organization provide an orientation that answers your initial overarching questions. That said, ‘orientation’ shouldn’t occur only when you first come onto the board – that’s drinking from a firehose. Sometime around 12-18 months on the board, when you’ve climbed the learning curve, you may be flooded with questions when reviewing the annual business plan or quarterly reports, when approving executive officer appointments, risk enterprise frameworks or something else. Don’t hesitate then to take steps to get the answers, via the board chairperson, and committee chairs, or to reach out for another round with management.

ROC: I think in some outdated conceptions we have of governance, there was the thought that the work of the organization was knowable and understandable, and if you were smart enough and did the homework and did the learning, you could get your head around it. And now I think we’ve realized that we’re asking people to govern in contexts where no one could truly have their arms around everything, and where things are changing and interconnected, including businesses with complex interdependencies in a globalized economy. How does that change the work of governance?

HMB: I think that’s likely always been true. Anyone who thought they could know it all either wasn’t truly independent as a board director, didn’t understand the job, or maybe didn’t have the confidence to ask a question when they didn’t know something pertinent.

Boards and management can explore elements of a productive collaborative relationship; one in which, yes, everybody knows and adheres to their appropriate responsibilities – the board providing oversight of management, management running the business – but where both are nonetheless truly working, sometimes learning, together. Especially when the organization is in uncharted territory, the commitment to deeply think and learn together, transparently, and iteratively (or through shared ‘deep dives’). This can bring you to a solution that best fits the mandate and undertakings of the enterprise.

ROC: A shift from expecting something final and perfect and 100% defensible to come to the board, to expecting something the board and management can shape together…?

HMB: Frankly, this notion of bringing anything to a board virtually tied up with a bow isn’t on (noting there are shades and dimensions to this image). How can a board learn if they don’t know what management is struggling with? How can management do its job if it brings matters to the board that don’t address those within the board’s jurisdiction? The board won’t know the things keeping the CEO awake at night.

Anyone who thought they could know it all either wasn’t truly independent as a board director, didn’t understand the job, or maybe didn’t have the confidence to ask a question when they didn’t know something pertinent.

ROC: It’s interesting to me that when we talk about the many ways boards can add value, great CEOs tell us that one thing the need and want is for the board to be their safety net when they are headed into uncharted territory. That could be uncharted territory around risk, opportunity, investment, change… Those CEOs want to be able to bring their thinking and test it with directors, and to feel like they’ve got a cabinet of wise people who can ask them tough questions and see something the CEO might not be seeing. That’s very different from the image of bringing something to the board that has been thought through from all angles and packaged for approval.

HMB: And you need to define what the conversation is – it’s not decision-making, it’s not the CEO offloading, it’s not the board telling the CEO what to do – it’s really thinking it through together. I love your theme of a cabinet of wise people, and it goes to the board itself being able to say “Gee, we don’t know enough about this, we need a deeper dive on this and we are here to help.” This is really important.

ROC: You were recently a guest on the She’s Got Nerve podcast (with Martha Piper and Indira Samarasekera) and you said something that I really liked, which was “Think about what you’re not thinking about.” If you were trying to explain to someone how they stretch their thinking to think about what they’re not thinking about, what would you suggest to them?

HMB: Learn to recognize when you’re in a state of unease, investigate why you’re in this state, and then think about what’s going on. It can be as simple as when you’re reading a board package in preparation for a meeting, it can be when you read about the organization in the paper, or when you hear others talking about their interactions with the organization. When you notice you’re in a state of unease, you need to do more than sit with it.

It’s important to talk to your fellow directors and test your understanding with them, theirs with you. Of course you need to be prepared – learning, connecting and iterating – without making it everyone else’s responsibility for you to be prepared.

You can have an expectation that board materials come to you in a manageable fashion. Unmanaged board-books can be a source of tension between management and the board. Often, especially with new leadership on the management side, you could get a 1000-page board book with way too much detail, and at the same time, key information missing. As directors, we need to communicate to management “let’s work at the nexus of what our responsibilities are, and what your responsibilities are.”

Learn to recognize when you’re in a state of unease, investigate why you’re in this state, and then think about what’s going on.

ROC: We’ve worked with organizations where it feels like the executive team’s work grinds to a halt two weeks every quarter to prepare a package for the board, and that can be a huge cost to the business. So how can you find that middle ground together?

HMB: I think this happens often in corporate governance, and maybe even more in not-for-profits. Board and management require a governance culture and practice that gives permission for clarity around who from the board can request what work from management and how. The relationships between committee chairs and their respective executive sponsors, and between the CEO and the Chairperson, can go a long way to smoothing the board preparation process – in both directions.

ROC: At Watson, we talk about the board as being made up of three layers: directors and their dynamics, the CEO and board-management relationship, and the work of the board. That relationship with the CEO is critical to the success of the organization, and you can’t really govern together if that relationship isn’t seamless and trusting. Otherwise, the board feels like it’s not getting the full picture, or management feels like they’re blocked.

How do you think boards can cultivate trust and mutual understanding in this relationship when there’s already inherent tension built into the dynamic?

HMB: My view is that the board should learn to say much of what they often leave to the in-camera in front of the CEO, and otherwise, ensure that the Chair is equipped to productively communicate very sensitive or other unshared in-camera matters with the CEO immediately after the meeting. When that level of trust doesn’t exist, you’ve got a problem.

In-cameras are important, and should be done routinely – anyone can get nervous when they are ad hoc. It’s all about trust, so we need to build a culture where views are shared and well-expressed, where tough things can be said both within the board, and occasionally, between the board and management.

The relationship between the board chair and the CEO is so critical in reinforcing, broadly, a culture of trust. When I was hired on to my appointment at McGill, my chair said “as long as we have a good relationship, the Chair will be doing his job, and the Vice-Chancellor will be doing her job. When that isn’t happening, one of us has to go.”

It’s all about trust, so we need to build a culture where views are shared and well-expressed, where tough things can be said both within the board, and occasionally, between the board and management.

ROC: What are some lessons you’ve taken from your earliest board roles?

HMB: One of my first corporate board experiences was with Nestlé Canada. Nestlé had a model that allowed a fantastic way to begin as a director in the corporate realm; they took a couple of their top performing countries, including Canada, and created non-fiduciary advisory boards. I was on a board of eight including a former ambassador to the USA, a former Deputy Minister of Health, a nutritional expert, a pollster, and me, then a university Dean. Twice a year, the CEO would come in from Switzerland along with a couple of the senior executives to do a presentation on the financials, the performance, and bring big questions about directions and risks to us. And we were there from our sector perspectives to tell them what we thought about what was happening in the world, from the vantage of our respective sectors. It was fantastic. In my first two meetings, I would say I attended more as a scholar/researcher, but then I realized I could start bringing up things they should think about based on what I was seeing working not only in academe, but with governments and other public institutions.

Another formative board experience was with a newly purchased company where I was one of only a couple of independent directors, and then there was an inherited board. When the new owners started to do their due diligence, it became clear that there were some big issues with the company. I was the only woman on the board, I was the only person who was not invested in the company, and I was sort of dismissively thought of as the token academic voice. It was a difficult experience, but I don’t regret it. While my experience on the Nestlé board was exhilarating, this one was a different kind of learning, learning, learning.

I would say one of the main things I took away from both of these experiences is that whether you’re on the management side or the governance side, it’s important to have your own moral compass, your own internal confidence to ask hard questions or say “something’s not right here.” I grew up in a family where that’s what we did. I was shy, but when it came to a sense of right and wrong, or something overlooked that I knew to be important, I had the courage to speak up and deal with it, and I think that’s a characteristic that you need as a director.

Whether you’re on the management side or the governance side, it’s important to have your own moral compass, your own internal confidence to ask hard questions or say “something’s not right here.”

ROC:  Courage is key, especially as we ask people to bring different kinds of thinking, perspectives, and voices to the table. The more someone’s path has been different, the more it takes courage to contribute, especially in a context with privilege and power at play.

You’re someone who has been a “first” or an “only” woman in a lot of rooms. We often find ourselves talking to women who are in their first CEO role and now all of a sudden they’re on the radar in a different way, and they’re going to be asked to do a million different things – boards, speaking engagements, mentoring – and many of them have other demands on them. Do you have any advice for those people who are balancing new opportunities with the rest of their busy life, and needing to prioritize?

HMB: If you’re a “first,” demographically or otherwise, you will be called on to do so many more roles. I learned a great HR tool that helped me a lot when I became the head of McGill. That is, when people come to meet with you, they should walk out with the monkeys on their shoulders, not yours.

The more senior your role, the more people come to put things on your shoulders, and when you’re new in the job, you tend to take it on because you want to be helpful, and you want to be part of the solution. But you learn very quickly that you’re not helping them, you’re not helping yourself, and you’re certainly not helping the enterprise if one person ends up carrying the load all the time, and the others aren’t getting the opportunity to learn and succeed.

I’ll also say, wooing people into governance or leadership positions is one thing, but supporting their success is another job. It’s really important that boards take responsibility for doing everything they can to support human development.

ROC: What are you grateful about in your career in governance? What are the gifts that it’s given to you?

HMB: The gifts are the relationships with people, learning about amazing corporations, community organizations, and governmental entities. Every entity has its silent heroes, and it’s a good thing for boards to try to get some exposure to those people, getting to know the executive team and additional layers of management, seeing how they work. It’s hard work running an organization.

I’m an unbelievably proud Canadian. Both my husband and I have had opportunities to work in the US, but we both decided Canada’s our home and we’ll move back and forth as we need to. For me, that sense of pride has grown as I’ve had the privilege and opportunity to sit on boards in seven or eight sectors of Canadian life. That experience has been a rich one, and I feel really proud of our public institutions and organizations.

ROC: When we first reached out about this interview, you mentioned being at a stage in your career where you’re starting to pass the torch to the next generation of directors. How are you looking forward to spending your time?

HMB: I consider myself in “active semi-retirement” – it’s a work in progress! I remain active in several public activities and governance roles. At the same time, I’m enjoying not needing to be dressed and on the road at seven in the morning every single day. I’m enjoying having more time with family, friends, and community.

ROC: What does a perfect, idyllic day look like for you in this next chapter?

HMB: Hanging out with the family in blue jeans and a t-shirt. Gardening, hiking, being outside. Going to a movie on a weeknight with my husband, reading and continuing to learn –  that’s all heaven.

Dr. Heather Munroe-Blum has served as a distinguished science and academic leader, policy maker, and businesswoman. She is Immediate past Chairperson of the Canada Pension Plan Investment Board {CPPIB) where she served for over a decade; Emerita Principal and Vice Chancellor (President), McGill University, the first woman to serve in the role; and prior to that, was Vice-President (Research and International Relations), University of Toronto. Dr. Munroe-Blum is currently Chairperson, the Gairdner Foundation; Co-founder and Co-Chair, Canadian Children’s Literacy Foundation; Co-Chair, the Leader’s Council of McGill’s Tanenbaum Open Science Institute; and Advisor to the McGill University Health Centre Interdisciplinary Initiative in Infection and Immunity, among others.

A recognized scholar and practitioner in the fields of psychiatric epidemiology and public policy relating to science, innovation and higher education, she has also served on the boards of a range of teaching hospitals in Toronto and Montreal, and numerous national and international science networks and science policy review panels.

Building on a career of clinical, scientific, public policy, and, research and development contributions, Dr. Munroe-Blum has also served long-standing on a wide range of not-for-profit and corporate boards including the Royal Bank of Canada, Four Seasons Hotels, Alcan, Hydro One (Ontario), CGI Group, and domestic and international governmental advisory task forces and panels. She is an Officer of the Order of Canada, of l’Ordre National du Quebec, a Fellow of the Royal Society of Canada, a Fellow of the Institute of Corporate Directors, an honouree of The Canadian Public Policy Forum, and the recipient of numerous national and international honorary degrees. She was inducted into the Canadian Women’s Executive Hall of Fame. Her multifaceted career epitomizes dedication, excellence and impact in trailblazing leadership.