Boards are our business


Board Meeting Practices Beyond the Physical Boardroom – In the Time of COVID-19

March 19, 2020

Posted in: WATSON Views

The Federal Government is encouraging individuals to reduce non-essential contact and advising against gatherings of 50+ people. Boards should alter their plans accordingly as new advice and/or emergency legislation are announced.

As organizations navigate the unprecedented challenges presented by the COVID-19 crisis, consider what options may be available to your Board to continue conducting business beyond the physical boardroom.

START by getting familiar with procedural requirements and options.  Check your governing legislation, your bylaws or board operating rules for the following:

  • Are there rules for calling special or emergency meetings?
  • Can the Board hold virtual meetings or hybrid meetings?
  • Do the rules allow for consent resolutions or resolutions to be passed electronically?

Special and virtual Board meetings and other procedural options are intended to support your Board to be responsive in emergent situations. If the answers are not clear in the bylaws or operating guidelines, default rules in the governing legislation might apply.

Be careful to check for notice, quorum and voting requirements, as these may differ from those set out for regular meetings.

VIRTUAL MEETINGS may be necessary in the current circumstances.

A virtual meeting usually means a meeting held wholly by teleconference, videoconference, or other electronic means. In some cases, the meeting may be a hybrid meeting, where some individuals participate virtually, while others attend in person.

To help ensure an effective virtual meeting, consider the following practice points:

  • Test the platform and have a back-up plan.
  • Set the expectation that all participants be prompt and should therefore plan to dial/video in early. Ensure each has access to quality audio and should try to dial/video in from a quiet location to minimize background noise (muting microphone while not speaking will help). Note that some board meeting rules may require polling or other means for participants to indicate their vote.
  • Chairing a virtual meeting is different. In the absence of visual cues, speak clearly and find ways to help ensure that the Chair can incorporate everyone in the discussion. Ask speakers to identify themselves. Only one person should speak at a time. The Chair needs to be especially observant, so allow for pause and time for the Chair to facilitate.
  • The Board Secretary’s role can be particularly challenging with virtual meetings. Follow the same guidelines for chairing virtual meetings to ensure accurate meeting minutes are recorded.
  • Materials matter whether the Board meeting is in-person or virtual should effectively support any decision making that is being asked of the Board.

Whether in person or virtually, high performing boards with highly effective board meetings, take an intentional approach to design.

We’re here for you if you have questions about how to best support your Board in these changing times.


International Women’s Day 2020

March 6, 2020

Posted in: WATSON Views

International Women’s Day 2020

The theme of this year’s International Women’s Day is #EachforEqual – an equal world is an enabled world. This year’s theme is all about individual ownership for challenging stereotypes and bias, broadening perspectives, improving circumstances for women, and celebrating successes.

Here are some ways to practice #EachforEqual and elevate diversity and inclusion in the boardroom:

  • Put the topic on the agenda. Start the conversation on diversity, implicit bias, inclusion, etc. to educate the board and get comfortable talking about equality.
  • Don’t forget the “I” in diversity and inclusion. Once you get different perspectives to the table, be sure to create an atmosphere where they are comfortable and able to thrive (here are some ideas).
  • Advocate for gender-neutral language in board materials. It’s 2020 and she/he is no longer considered inclusive.
  • Accept that we all have implicit bias and do the work to examine what unintentional biases you hold. Take the time to slow your thinking when making decisions and recognize when your implicit bias may creep in.
  • As chair, make sure different people contribute first so it’s not always the same voices shaping the tone and direction of the conversation.
  • Feel like an insightful voice doesn’t have much clout at the table? Be the one to speak up and acknowledge their strengths and contributions. Use your influence to elevate their voice.
  • Educate yourself. Take the time to get to know directors on a personal level (where are they coming from, what’s their background, what shapes their thoughts, what are their life experiences beyond professional credentials).
  • Have a fantastic director or executive team member? Celebrate them within the company, nominate them for an award (here’s one great example), or at the very least tell them why you value their contributions.

What will you do to be #EachforEqual?

Happy International Women’s Day from the WATSON team.

Trust – Relationships Within the Board

February 19, 2020

Posted in: WATSON Views

In the first two parts of our series on trust we explored how to establish trust when starting out on a new working relationship between the board and CEO and how to rebuild trust if it has been damaged. In the last part of our series we will take a look at trust in the relationships within the board.


You must trust and believe in people, or life becomes impossible.Anton Chekhov


The board’s business is governance and we believe at WATSON that dynamics and context have an important impact on how boards safeguard the interests of their organizations that is not always obvious. Trust is the ability to rely on one another, to handle conflict constructively, and to know that the other has the organization’s best interests at heart.

One of the most common areas of conflict at the board level is the working relationship with management, and trust is a foundational factor in making the work together a success. There are other dynamics within the board that can also have an impact on trust and the quality of governance. We will take a closer look at the relationships between directors as peers, as well as between directors and the board chair.

The selection process for directors can differ widely between organizations but one commonality is that directors often come with different perspectives. This happens for a variety of reasons:

  • Diversity by design
  • Turnover when newer directors join an established group
  • Elected directors, who can bring real or perceived partisan obligations

The lack of immediate common ground can undermine trust by amplifying a natural human bias against those outside a group[1]. Trust takes time to build and given the fact that boards turn over often, there is always an element of building relationships and trust at any board.

Another potential source of low trust can occur within larger boards, where directors may feel, rightfully or not, that their peers are not pulling their full weight. Research shows that in larger groups, individual group members exert less effort when working towards a common goal[2]. This “social loafing” can be detrimental to group dynamics and lead to a lack of trust.

The board chair has a unique role which can be particularly challenging when there is a lack of trust between the chair and others on the board. Strong board chairs find and continuously recalibrate a delicate balance to ensure the board functions as a whole and acts in the best interests of the organization. A board chair can easily lose the trust of directors who feel unheard, who may be disappointed in their expectations, or who disagree with a board decision.

It can be challenging to recover from a situation where there is a lack of trust within the board and it may take time to build or re-establish trust. There are some practical measures to consider when working towards stronger trust at the board level:

  • All directors share a fiduciary duty to the organization and must act in its best interests. Reminding directors of this duty can allow the board to find common ground and a basis for trust.
  • High performing boards take into account different perspectives by practicing inclusion. It helps build trust when a board is open to a wide range of voices and styles. Directors or the chair can start small by soliciting the views of others and acknowledging different viewpoints.
  • Solid process and structure can help in facilitating conversations and resolving conflict in a constructive way. Consider discussing what consensus means for the board and how it will seek consensus. Ask every director to express their views on a matter, while limiting speaking time. Adopt a template for the board package that requires including all vital information about a matter.
  • Set clear expectations and communicate these frequently to discourage “social loafing”. Make an intentional effort to distribute board work and solicit the views of all directors to encourage everyone to make a meaningful contribution.
  • When there is an issue within the board that is undermining trust, it can sometimes be helpful to call it out and have a discussion in-camera. Take care that the conversation stays constructive and remains objective, rather than pointing fingers or becoming personal. Prepare for the discussion, provide context, structure, and bring in a strong external facilitator if necessary, to enable the board to have a productive session. If the issue is between individuals, the chair needs to act early to help the get realigned, so that it does not fester or spread to others.
  • Some directors may not have experience in the industry or as a director. Providing onboarding and ongoing education to directors can address this and allow newer directors establish trust with their peers.

Fostering, actively building, and maintaining trust are substantial investments that yield rich returns in crisis situations, when a board needs to take pivotal decisions under pressure. It begins with individuals being generous in extending their trust. Start by taking small steps in everyday actions to accelerate the trust in your organization.


Part 1 – How can Boards and Management Collaborate to Build Trust

Part 2 – How to Rebuild Trust When It Has Been Broken


How to Rebuild Trust When It Has Been Broken

February 12, 2020

Posted in: WATSON Views

In the second part of our three-part series on trust, we explore how to rebuild trust when it has been broken. Read our first article for practical tips on building trust between a board and a new CEO. The third part of our series will take a closer look at the trust relationships within the board.


It is better to suffer wrong than to do it, and happier to be sometimes cheated than not to trust.”Samuel Johnson


In the first part of our series, we took a closer look at what trust means for the working relationship between the board and management. We concluded that trust is at the foundation of good governance and high performing board-management teams. Having strong trust in each other allows boards and management to focus on a common purpose, to exercise smart trust in oversight, and to disagree respectfully and constructively.


This can be difficult in practice. Trust is notoriously fragile, and once weakened a lack of trust can deepen rapidly. There are a number of symptoms that can indicate a lack of trust between the board and management:

  • Excessive in camera meetings
  • The board hears about important issues late or not at all
  • Directors or the CEO voice their concerns in parking lots and hallways, rather than in the boardroom
  • Management or Directors voice and reinforce their concerns within their own groups, without exploring and seeking solutions with the other group, which can lead to the different groups strongly believing only they are right
  • Conflict is not constructive; feedback is not a two-way street; disagreements turn into finger-pointing and fester
  • There are elephants in the room that nobody dares to tackle
  • Meeting participants adopt passive-aggressive behaviour, such as refusal to follow through on decisions, declining accountability, or small acts, like defensive body language
  • There is a “we against them” sentiment, with the CEO being dismissive of the board or seeking to “manage” the board or the board questioning every move the CEO takes

When a board and management experience these symptoms, it becomes important to rebuild trust. The steps we discussed in our first article still apply, although it is more difficult to establish trust once it has been broken. In a situation where trust needs to be rebuilt, there are some additional practical considerations:

  • Start by focusing on the purpose of the organization, and each person’s connection to that purpose. Sharing a common purpose can be a powerful reminder to align the board and management.
  • Rebuilding trust can take even smaller increments than building trust from a blank slate. Be relentless in making realistic commitments, even if they are small, and carefully keeping them.
  • Once trust has been questioned, any new perceived breach of trust will make matters worse due to confirmation bias, which is a natural human response. Be attentive and accountable in your actions.
  • Overcommunicate deliberately to avoid misunderstandings that could lead to another loss of trust. Remember that communication is as much about inviting views and listening as it is about sharing your own.
  • Invite conversations about trust, rather than assuming that everybody has the same perception. See where others stand.
  • Use conversation structure to avoid conflicts becoming unconstructive. This can take the form of allotted speaking time, actively soliciting views from multiple participants, keeping a parking lot for unrelated topics, etc.
  • Make it part of the culture to ask “why” often, to better understand the rationale behind positions or actions rather than leaving room for assumptions about intent
  • Acknowledge different perspectives to allow for respectful disagreement and constructive discussions on a way forward.
  • Be generous by being the first to extend trust. For example, consider if a discussion really must be in camera. Give the board or the management a heads-up, even if it is not mandatory.

It may take time to regain trust and often additional factors make trust more tenuous, such as ongoing dynamics between individuals, external developments in the organizational environment, or crises within the organization.

Sometimes just a few people tip the dynamics of the working relationship[1]. In these instances, the board needs to consider all its options, including the decision to make a conscious change. This is particularly critical if the board comes to the conclusion that the organization needs to change CEOs. It can be damaging to an organization if a good CEO or a strong director leave. A change can also be an opportunity to regain trust if it removes obstacles to a healthy working relationship.

Rebuilding trust is a lengthy and difficult exercise and it is important to maintain trust when it has been established. Read the third part of our series for practical tips on fostering trust within the board.

Stay tuned for part three of our series outlining some practical tips on fostering trust within the board.


1 2 3 15