Governing Across Borders and Cultures
Audette Exel AO on board oversight across six jurisdictions — what works, what doesn't, and where global governance standards must hold firm.
Greg Ridder on building board work plans that hold strategic value: what to lock in, staging decisions, and why the CoSec-Chair relationship matters most.
"There's an inherent danger that we lapse into just being operational." - Greg Ridder
Greg Ridder, Chair of Kogan.com, Life Without Barriers and Bridge It, and Director of the PNG Sustainable Development Program, has thought carefully about what board forward planning is actually for. In this episode, we discussed that question in a world where certainty is difficult to hold onto.
Greg's starting point was that organisations which once built detailed multi-year strategic plans have, in many cases, swung too far in the other direction. The response to disruption, including the lasting effects of COVID on supply chains and business certainty, has in some cases become a permanent mode of just dealing with what's immediately in front of them.
His point is not that short-term focus is wrong. In an emergency, command and control is appropriate. But it does not replace strategy. When boards consistently only deal with what's in front of them, they risk losing sight of what's above the horizon. The forward planning process is one of the mechanisms that preserves the strategic view.
Greg's expectations of the company secretary in the forward planning process are practical. He asks for a proposed 12-month schedule that covers the obligations the board needs to fulfil, including regulatory requirements, operational site visits, and scheduled reviews of key strategic initiatives. He may provide some parameters upfront, indicating which months should have breaks built in and why.
He does not place the burden of interpreting strategy into the board plan on the company secretary. That responsibility sits with the CEO and their strategic leadership. What he does expect is that the company secretary is in regular enough contact with him to understand the broader direction and can translate that into a meaningful cycle.
One of the more practical points Greg makes concerns how strategic items are sequenced through the board cycle. His strong preference is that major decisions do not arrive with the board as finished proposals. Instead, he tries to build in one, two or three lead-ups to any significant decision point.
The approach works in stages. The first step provides the situation analysis and allows the board to test its appetite. The second step moves the item forward with that appetite understood. By the time the board reaches the final decision point, directors have been on the journey, understand the context, and are equipped to make a sound decision rather than being asked to respond to something they are encountering for the first time.
The annual board plan should not be highly detailed, in Greg's view. His preference is for structure that identifies what the board is trying to achieve and then leaves room for directors to contribute. Bright minds, as he puts it, should be allowed to do what they should. A plan that is too prescriptive works against that.
When board forward planning feels futile, when plans are built and then never quite reflect what happens, Greg sees that as a symptom of the relationship between the company secretary, the chair and the chief executive rather than a problem with the planning process itself.
Company secretaries can sometimes feel constrained by their position in the hierarchy. Greg's view is that this is the wrong way to think about it. They bring expertise and points of view that chairs want to hear. The more that the chair and company secretary can be on the same page before the plan is put together, the more the plan will actually serve the board.
Richard Conway is the founder of boardcycle, the board meeting platform designed for Company Secretaries. Create, manage and automate your board agendas, run sheets, shell minutes, action tracking and more with boardcycle CoSec.
[00:00:00] In this episode, host Richard Conway talks to Greg Ridder, chair of Kogan.com, Life Without Barriers and Bridge It, about how boards and company secretaries should think about both long-range strategic planning and shorter-term annual plans in a world of constant disruption and change.
[00:00:19] Richard: Hello and welcome to Minutes by boardcycle. I'm your host, Richard Conway and today, I am joined by Greg Ridder.
[00:00:25] Richard: Greg, welcome to the podcast.
[00:00:27] Greg: Thank you, Richard. It's a pleasure to be with you.
[00:00:30] Richard: Greg is the Chair of online retailer Kogan.com, and he also chairs NFPs Life Without Barriers and Bridge It, and is a Director of the PNG Sustainable Development Program.
[00:00:41] Richard: Greg's kindly agreed to talk with me today about a practical governance topic which is about how to build integrated forward plans across an organisation's board and committees.
[00:00:52] Richard: So, Greg, we're in a world where the environment and priorities change and being nimble is pretty important. So it would be pretty easy to view board forward planning as something of a futile exercise.
[00:01:05] Richard: As a company secretary myself, I've certainly felt the frustration of spending quite a bit of time building a board work plan only to find it was kind of out of date before the ink even dried.
[00:01:17] Richard: So, I wanted to open by asking you what you see as the benefit of building these plans when you kind of know that it's not how things are going to play out.
[00:01:26] Greg: Yeah. It is changing and I, in my own life and work experience, I can fondly remember opportunities as the strategic planning manager in a company a long time ago, and having to put together multi-year views of where we might go with an organisation and doing whole market scans and things like that to go with it.
[00:01:48] Greg: And frankly, though, were great exercises for me because I understood everything in there. I think by degrees, the rest of the executive management took them pretty well and sort of knew about them and kind of got it. But mostly it was a thick photocopied volume that went into a drawer and I probably did the same a year later and updated it and again the year after.
[00:02:13] Greg: And everyone then went back to the regular business. There's no doubt, nowadays, 'cause that's a long time ago. Nowadays, the world is more nimble, agile, changed. Ambiguity is afoot everywhere. Disruption is kind of everywhere. Not just technological disruption and the introduction of innovative practices but supply chains.
[00:02:37] Greg: COVID broke so many things of certainty that it's been difficult for many organisations to move beyond that. So, what I have found is less focus on the rigidity of a longer-term plan and more, "Hey, we've just gotta deal with what's right in front of us." And dealing with what's right in front of us is fine when you're in emergency and you need to exercise command and control. But that doesn't mean it's strategic. It does mean it's tactical. It does mean it might be the difference between surviving and not or being first in a race when you need to be. But I think there's an inherent danger that we lapse into just being operational. And don't raise our eyes to what's above the horizon and look at what might be.
[00:03:26] Richard: Yep. And so, do you think then, Greg, when you are say, building out a forward plan at Life Without Barriers or Kogan, are you really trying to signpost areas that the board should be spending time on, as opposed to sort of map it out in a high level of detail?
[00:03:46] Greg: Life without Barriers is wrestling with this at the moment. And we are keen to reduce detail and sort of the emphasis on milestones as hard gets, if you like, or harder expectations.
[00:04:00] Greg: We're, as an organisation with such a strong values base, and really lived through the organisation very, very well, we are shifting ground to more what is the light on the hill? What does this organisation stand for?
[00:04:17] Greg: And if we understand that, how do we go about the business that we do? What might we expect of us along the journey of that?
[00:04:26] Greg: And so, instead of, for example, re-doing a previous five-year plan with whatever incrementalism might come with that. It's more at least a 10 year horizon. And dealing more with what you might expect from this organisation, how it might conduct itself, where it might play.
[00:04:46] Greg: And we would link that to our risk framework. And we have a very sophisticated risk appetite, which is very values driven as well. So we'd use that to define much more where you might see our brand, where you might see the nature of our character. How you might see us speak for those who can't. What does that mean for advocacy and so on.
[00:05:09] Greg: And at Kogan, less of that, still much less volumetrically in where are the milestones and so on. But more acute in terms of what are the key attributes to success? Who are the main competitors? What are the mega trends that we should be paying attention to?
[00:05:28] Greg: What might be very destructive to us, and how might we avoid such things? And so it does.
[00:05:35] Richard: To dive into the quite practical side there, Greg, for a company secretary for example, who's trying to build out a plan for a board, etc., how are you expecting them to kind of take in that very long term horizon you're talking about and come up with still reasonably long-term, I would imagine much shorter than the five or 10 year horizon you're talking about plans for what the board's going to be doing in the next year or 18 months?
[00:06:05] Greg: In my experience, I don't typically load that onus on the company secretary. I would load that onus on the CEO and whoever is their leading strategic person in the organisation. Hopefully they have that in most organisations, but not all have the scale.
[00:06:20] Greg: I think working to interpret that in terms of what does this mean? What does our board will have a tempo and we'll work within that tempo. But we should always be saying, have we got time to discuss what matters? Do we need additions in there? Where's the strategy discussion go? How frequently do we visit it? What other artifacts do we need to distribute along the way to know that we're living up to these expectations?
[00:06:47] Greg: But, I don't tend to give that to a company secretary to deal with, but I can imagine that they are often do.
[00:06:53] Richard: Yeah. Then I guess the follow on question from that is what are your expectations of the company secretary in the forward planning process before when they, for example, present to you the annual plan for the board, what do you expect them to have gone through? And are there's certain things which you would expect them just to have dealt with and other things that you would expect them to be seeking your input on?
[00:07:17] Greg: Yeah. Basically I asked my company secretary to put together a schedule for the coming 12 months. I might have input into that because, well everyone's busy. Not everyone's got one board and, and one place to be at one moment.
[00:07:34] Greg: So, sometimes there's some juggling, but I might put some parameters around that and I might say, we are not going to meet in January. It's important for people to have a summer break. You don't need to meet every month because sometimes management spending too much time just playing catch up.
[00:07:51] Greg: So, typically we might insert breaks either a Summer in January or a Winter in July. And give a little bit of respite from the meeting cycle. That doesn't mean the business stops, of course.
[00:08:03] Greg: So, I'd be asking our company secretary to put together what they think is the meaningful cycle for obligation. Now and obviously they're in regular touch with me. So, we will have already had narrative about for example at Life Without Barriers, we would have a quarterly visit to operations. So, we'll go to a different state, we'll see a different part of the business, we'll hear directly from management, we will meet clients, all of these things so that we really understand as best we can, the operations of the business and some of the issues that are faced.
[00:08:38] Greg: So, we try to lock in those hard asks that demonstrate that we're doing the right thing and have appropriate learning and discovery. And some of that, by the way, is a requirement for regulators.
[00:08:49] Greg: And after that it'll be where are we finding the right focus on the metrics we have in our plan that matter. That are on the big strategic initiatives. And how do we schedule those through the cycle so that they don't land with the board as a fully-formed thing.
[00:09:09] Greg: I try to have one, two, or three lead ups to it, so that we can say, for example, given you the situation analysis in the first step, we've understood the board's appetite. Now we move it to the second step.
[00:09:21] Greg: We've got a provisional "yes". How do we keep moving and bringing directors on that journey so that when we get to the final decision point, we're fully, fully formed, fully understand what's gone on, on the journey and equipped to make good decisions.
[00:09:37] Richard: Yep. Absolutely. Are you looking in those kind of annual plans, Greg, for something very granular from the company secretary? Or do you prefer to keep it high level and kind of flexible?
[00:09:50] Greg: Very high level. I'm not a type of chair who is a controlling chair. I like to have an agenda, but we really want to tease out what are the thoughts and opinions and ideas of directors and that directors are fully engaged in this.
[00:10:06] Greg: So we really strive to bring directors along the journey alongside the most senior leadership as well. So, that it's not just, can you put your stamp on this at the end? We really don't want that. So we want very high level. Put some structure about what we're trying to achieve. And then, allow bright minds to do what they should.
[00:10:27] Richard: Yep. Absolutely. And then the last question I wanted to ask you about this was just in what would be some key piece of advice that you would give to company secretaries if they're doing this process and they feel it is a bit futile or they're building plans that are never quite what works out.
[00:10:47] Greg: I would look at that as a symptom of the relationship that's happening between the company secretary and the chair or the board itself and the Chief Executive. They've always got to be in sync. Just have good conversations. It's sometimes it's hard to come from below because most people think hierarchically about a chair and board, and they think they're just there to serve. It's not the case.
[00:11:10] Greg: You bring expertise, you bring points of view. I personally want to hear them and we need to be efficient and open and without defence when we go about things. So, the more that we can get on the same page, obviously the better.
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