Governance Bites #143: Content of a good board meeting, with Steven Bowman

Veteran governance expert Steven Bowman, who has spent over 40 years in the board and CEO space, reveals the key to Mastering the Effective Board Meeting in this insightful interview with Mark Banicevich. Steven insists the role of any board is not to monitor compliance or produce busy reports, but to create the future. Discover critical strategies like structuring your agenda with ""big ticket"" items up front, using a consent agenda for noting papers, and embedding your organisation’s vision into the meeting content. Learn how to transform risk from a compliance burden into a strategic opportunity and why healthy debate requires staff to provide three fundamentally different options for board choices.
Steven Bowman is founder of Conscious Governance, a global, independent advisory service specialising in strategic planning, board governance, leadership, and risk management consulting for Boards, CEOs, and directors. The firm provides resources and guidance to organisations across virtually all sectors, including health, education, government, faith, disability, and housing.
The governance model promoted by Conscious Governance is defined as running an organisation with conscious awareness. This approach moves beyond 19th-century systems focused on policy and conformance, prioritising conscious leadership to steer the organisation toward a defined vision and align day-to-day management with organisational strategies. Conscious Board leadership is vital for improving both financial and social results. Core services include Board governance evaluations, risk management strategies, and leadership development, such as CEO performance management. Conscious Governance has reported completing over 500 successful strategic plan facilitations and serving more than 4200 clients.
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Transcript

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Hi, I'm Steve Bowman, Managing Director of Conscious Governance. I've been working in the board and CEO [Chief Executive Officer] space for over 40 years and have seen some of the very best and some of the very worst of board strategies, tactics and techniques. And my job today is to talk about what makes a really good board meeting. Hi, welcome to Governance Bites. My name is Mark Banicevich. And as you just heard, I'm very fortunate to have more time with Steve Berman. Steven, thank you very much again for your time. Pleasure. The topic du jour, as you said, is content of a good board meeting. When you think of a truly effective board meeting, what does it look and feel like? It's actually quite simple. The role of any board is not to meet. The role of any board is not to monitor compliance. The role of any board, whether it be for profit, not-for-profit, listed, unlisted, the role of any board is to create the future. And to create the future, we need to be focused on those items that are going to create the future, not just a whole series of reports on how busy everyone's been. So if we're going to look at the content of a really good board meeting, it starts off with, let's understand why we're here in the first place. And the best way of doing that is your own vision or your own purpose statement. Ninety per cent of the boards do not put their vision or their purpose statement on the board agenda to remind directors why they're there. Why wouldn't you put it on your agenda to say, and then you kick off the meeting

saying, "Our job today is: 1:39

" and then read out the purpose or the vision statement. Right. That's our job. That's why we're meeting today."Now in our agenda, it's a full agenda, but there are two big topics that we're going to spend most of our time on." The chair can do this, and actually you say, right up front, where we're going to spend most of our time today on these two big topics. And so therefore, when you start to look at the role of the board is to create the future, therefore we need to have those conversations right up front, not at the end, right up front, about these big ticket items that are going to create the future. So therefore, when you look at the board agenda, then it goes sort of present apologies, declaration of interest.

A little hint for everyone: 2:24

next item, declaration, "I read the board papers." And then you get into, "Okay, so here's the first big topic." Get straight into it. Directors have limited bandwidth when it comes to concentration. Too many boards put big ticket items towards the end because they've got to get through all the operational stuff first. That's rubbish. You have the big stuff up front. That's where we're freshest, where we can have those debates. And if it takes longer than it needed to, it needed to take longer. Yeah. So when you're looking at structuring your agenda, the content should be, big ticket items up front. The big things, the big meaty issues, the items that are actually going to create the future. And then you can have the reports from the CEO. But then in that, if there's something that is a big meaty issue in the report from the CEO, it should be at the front. Not as a CEO's report, but you've got, "Okay, in my CEO's report, or my managing director's report,"there's a big meaty item in here that really is worthy of a lot of board time discussion."I'll pull that out as a separate discussion paper." Yes. And that goes right up front. Right. So you have your agenda that actually reflects why we're there in the first place, those items that are about creating the future right up front. Those items that are for noting, they could be compliance, or updates or whatever, but we don't really need to have any decisions around it, or any discussions, right down towards the end. And the best boards have put in place what they call a consent agenda. Very, very simple to do, and still most boards don't do it. A consent agenda is where we know there's three types of board papers. There's a paper for decision, a paper for discussion, but we don't need to decide anything, but we can thrash out some issues and see where to. There's no decision needed. And then there's a paper that is for noting. All those papers for noting are put at the end of the agenda under the heading, 'Paper for noting'.

And then at the start of the board meeting: 4:28

present apologies, declaration of interest, declaration I've read the board papers, approval of all the papers for noting. Not to be talked about. They don't need to. They're just for noting. If any director wants something in that paper discussed, they have to ask the chair prior to the board meeting. And that way we can pull out a discussion paper from that item in readiness for the board meeting. Yes. And where, I think I know the answer to this question, where, then, do you talk about the minutes of the previous meeting? Well, the minutes of the previous meeting are very simple: present, apologies, declaration of interest, approval of minutes of previous meetings. Okay. That could be, that should be, a paper for noting. Alright, because we've already got that approval of all the papers for noting, So we've already got the approval. Right. So one answer to the question is at the end. Another answer to the question is, it's part of the consent agenda. So you don't need to discuss it at all. It just gets approved. Yeah, brilliant. The only time, approval of the minutes, logic goes out the door sometimes with this. I've seen, in board meetings, I've seen a director stick their hand up and say"Look, I move that we approve the board minutes." They weren't at the meeting. So now, if you don't agree with those board minutes, you should have contacted the chair prior to the board meeting. One of the tricks of the trade for everyone who's on a board is that you really never want to hear at the board meeting, "What did you mean by that?" You should never ask that at a board meeting. You should always ask it prior to the board meeting. Right. And you should never hear at a board meeting,"Oh, I need more information on this." You should always hear about that prior to the board meeting. So one of the tricks of the trade for any chair or any board is to have a session two or three days prior to the board meeting called a "clarification session". So when you've sent your board papers out, usually five days and a weekend, or six days or seven days, not the day before. Then that gives the directors a chance to read through it, and to highlight any information that they either need more information on or they don't know what it means. They've got some clarification. You ask that at this half-hour clarification session, - Right. - and then those clarifications are sent to all directors so that you don't have to hear about it at the board meetings. Guarantee it will knock 30 per cent off the time of your board meeting if you do that. Wow, that's great.. How do you define productivity at a board meeting? Is it about decisions, debate, alignment, or...? Look productivity, again, you go back to the reason for the board. Yes. to make the choices that create the future for the communities we serve. That's our job. True productivity is where everything is focused around creating the future. Now, of course finances are important. You know, it's very hard to create the future if you're insolvent. Also knowing, in terms of the finance, what are the big drivers, what's going on there? Most financial reports I see - and look, I've spent nearly 20 years being the CEO of peak bodies for the finance industry- so I've seen some of the very best financial reports. And it's never about the figures. It's always about what the figures mean in the report. Rather than having just a MYOB [Mind Your Own Business software] spit out of the profit and loss and balance sheet, what you've got to have is a discussion paper that highlights, "Here's what these trends are showing."So here are the implications in the next two years for us. Here are the options we've got to deal with it." Now that's a proper finance report, not just a copy of P&L[Profit and Loss] and the balance sheet and cash flow. So having the implications for a board paper spelled out very, very quickly and very clearly at the front of the board paper. So, "Here's the issue. Here are the two major strategic implications we need to talk about."Here are some of the options. Here's our preferred option. Now let's get to it." And as a CEO, that's what you want to put in front of a board, too, right."These are some things that I'm battling with, that you would need to know about it, or I need some help with." Yeah, exactly right. A good CEO's report should always say, "Here's an update of how we are operationally," in a dashboard, one page, all the major things to see. "Here's the agreed parameters,"behind what's good and what's not good, and here's where we are." So you can identify those top six or seven key parameters that tell us whether or not we're on track, whether we're going gangbusters or whether it's falling off. One page. And then what the implications of those are. Too often I see dashboard reports where, they're beautiful dashboards, are fabulous, and I'm still left with, "What the? What do you want me to do with this stuff?" So the value of having great content for a board meeting is not in the detail, not in the content. It's in the analysis. It's in the implications of that. So that's why we always recommend, for any board paper where you have to either have a decision or a discussion around it, there's a little heading that says, 'Strategic implications for board discussion', actually pulled out as a separate heading. Yeah. Or in some cases it could be, 'Strategic questions for the board to consider' if it's a paper for discussion. Yeah, absolutely. Now you've talked about the importance of elevating those strategic issues first. How then do you balance the strategy, with discussions around risk, around performance and around culture? Okay, so strategy and risk are flip sides of the same thing. Most boards don't understand risk. They see it as a compliance issue. They see it as, "My risk report, here's the risk register, here's what we've done." That's rubbish. It's a waste of everyone's time. What we do need to know is, "What are our top"three or four key risks that we as a board should be focused on?"What are the strategic implications of those risks? And how can we extract strategic advantage"from managing those risks or not managing them?" Because everything you do has the possibility of creating opportunities. Yes. So risk reports are not about providing a risk appetite statement and providing a risk register. They are about, "Here's our top three or four risks."Here are the opportunities these risks provide us. How can we minimise the impact for it to."How can we minimise the potential for it to occur? Here are the strategic opportunities for us to do that."Here's how we can create business out of this. Here's how we can go and get other contracts or grants for it."Here's how we can actually position ourselves above others because we're looking at how to minimise"the potential for this to occur. What haven't we thought of there?" Now if it does occur, how can we minimise its impact?"Okay, well, we can do those things."Now, we can turn those to strategic advantage and create further business opportunities"by putting some of these things in place," anyway, whether or not they occur. Yes. And this is again what differentiates. So, if you understand the risk, then you can look at minimising its potential to occur, and strategic advantage and revenue opportunities. And if it does occur, managing how we manage the impact and then turning that to strategic advantage and looking at the revenue opportunities from that. Now this is where your risk becomes exciting and interesting. Yes. And it fulfils the compliance stuff, but it also goes to the very heart of what risk is, which is, it's the flip side of opportunities. Yes. And as you said at the start, compliance, risk and compliance are different things. Compliance is really an operational matter. That's something that they the CEO, as a matter of hygiene, make sure that everything's under control. And it should be part of the report to say, "Everything's under control."You don't have to worry about it." Well, you have at the start: present, apologies, declaration of interest, declaration I've read the board papers, attestations. Yes. And so therefore there should be four or five different attestations."Yes, we've paid all of our," Taxes. "Our taxes." That's exactly right. Yeah. "We paid super." I mean, you see in the news all the time, companies that have been sued, or directors that have actually been sued, because they've used the superannuation payments in Australia as cash flow equalisers rather than actually paying them. Yeah. So we want attestation. And the beauty of attestations at the start of a board meeting is, one of three things will happen. The staff who have to attest to these things are either [1] lying, and that's actionable, or [2] they've made sure it happens, they've done it, or [3] they're onto it and they've told us,"We've got a problem here but we're onto it." Okay. Right. So it's just a really easy way of keeping people focused without becoming operational. What proportion of the board meeting should be forward-looking versus the retrospective stuff? You're going to say, "Most," but. Again, the purpose of the board is to create the future. The retrospective stuff is very interesting and a lot of people who sit on boards have, as their day jobs, operational matters. So of course they want to get into the detail. "What colour was it? How many people were there?"What happened here? Who said what?" And that's not our job as a board. We're not there to do that. But having a little bit of detail about the key business drivers of the business. What some organisations do, and I'd really recommend this to everyone who is listening to this, is maybe start off your board meeting with a short one-minute or one-and-a-half-minute anecdote of something operational that illustrates the vision of the organisation. Right. So we had one example. We do a lot of work in Qatar. And Qatar Energy has many subsidiaries, and we've been doing a lot of governance reviews in that area. That's a whole other story, that one. And Qatar Energy, the chair of Qatar Energy, starts off each board meeting with a short video that their comms people have done of an interview with one of their frontline staff about what they did that illustrates that safety is not just a piece of paper, it's how we function. Yeah. And the most brilliant example of that was a board meeting I was sitting in on, where a young engineer had finished shift and he was walking back up the mine and he saw that one of the pressure gauges was heading towards red. But he'd finished his job. He was off shift, but the other guy was running a bit late. So this engineer stayed and he went half an hour over his allocated shift to wait for the other person to point out the gauge to him. Now, a little thing. Yeah. But it illustrates that safety wasn't just a piece of paper. It was actually how it went. And the chair used that to hammer home to the directors that safety is absolutely paramount in everything we do, and we have to be that ourselves as directors. Right. So a very powerful message if you start off your board meeting with a short anecdote. It's not a PR [Public Relations] fluff piece. Something that illustrates the values and the vision or purpose or mission, or whatever you call it, of that organisation. That illustrates it. And if you do that, then all of a sudden you've got some really good things to put on your website, as well. You've said before about the first thing on your agenda being the purpose statement of the business. I know. And then having this anecdote brings people back to that purpose right at the start of the meeting. It's a real-life example of it. And it should never be done as a PR fluff piece to get the troops rallied behind you. That's rubbish. It should be a real-life example that illustrates. Yeah, right. It feels to me like the board has a role to play in the retrospective stuff. Yeah. Making sure that the hygiene is there, and everything's okay. Yeah. They've got to understand, they've got to put in place what's acceptable and what's not. Yes. So the retrospective stuff, the best way of doing that is often through ratios. Yes. So, and most don't do this well. The balance sheet, for example, is a great example, all right. In many organisations I see they provide the balance sheet and most of the directors look at it and say,"Yeah, okay, it looks like it's fine, okay." Hang on a second. What is our equity ratio? What's the ratio of debtors to creditors? What are the top three or four or five things that our balance sheet can tell us? Let's make it easy for the directors by pulling them out. Just give the ratios. So then you've got, "Here's our liquidity ratio, is 1.2." Now a number of directors will go, "WTF [What the F***]?" What does that mean? Yeah. So we need to know anything below this figure is not acceptable. Here's our benchmark. Anything above this is not. Here's our benchmark. Here we are. In a nanosecond you've already done your due diligence. So it feels to me like with the way that you're talking about it, and with the consent agenda that you mentioned prior, a lot of the retrospective work of the directors would actually be done outside of the board meeting, and the board meeting itself can be almost entirely focused on the future. The only reason that you would get involved in a whole lot of operational stuff is because directors find it interesting and they think that's the way to do it, because of course more information is better. And that's the biggest trap that boards fall into. The information you want is the information that helps you create the future. What is that information? Yeah. And that means that when you look at structuring your agenda, there's the three things that should work hand in hand. First is your vision. And therefore we need to be using that vision to help determine how we provide reports. So if the vision has three elements in it, those three should always be reflected in the reports. Yes. Otherwise, why have we got it? Yeah. Then the next thing is the agenda should be structured around these big ticket items, which may or may not be in the strategic plan. There might be some stuff in the strategic plan, but there will be some things in there that are relevant right now, others that aren't due to start for a while. We don't need to think about those yet. Right. Or there might be an emerging issue that comes. So that needs to be right up front. Then there are the papers that are for discussion about where we might want to go. Then the papers for noting. The papers for noting really shouldn't take much time. The key thing is you never ask the report writer to give a verbal presentation of their paper for noting. Ever. It's lipstick on a pig. It's completely unnecessary. And it still happens. CEO's report, paper for noting."CEO, do you just want to give us a quick rundown?" Why would you do that? No. I've read the report. Yeah. Yeah, absolutely. What does a healthy board debate look like, and how can chairs cultivate that? A healthy board debate is where every director understands that if there's seven of us around the boardroom and seven of us agree, then six of us aren't required. So what that means is that you should never just agree with other people. If, at the very least, you can take the 'Black Hat' view. [De Bono's 'Six Thinking Hats'.] "Well, what if our assumptions are wrong? But it's got to be done from that space of curiosity. Yes. So healthy board debate is where we say, "Here are some options." You know. One of the things I always look for as a director is, if I get a paper for decision coming up to me as a director, and it's got, "Here's the issue, here's my recommendation," that's a red flag. I want to see three options. And I want to know those three options are doable and they're fundamentally different. And what that means is, whoever the author of that report is, either a staff member, or a head of department, or whoever it might be. Even a committee. It means they have to think outside the box. What are the three options that we've got? Now, three - it's not one, it's not five. You know, three is a bit of a magical number, but it's not just two, either. Yeah. You're not going to restrict people if they come up with a fourth option, either. No. Exactly right. So here's option one, here's how it fits within our vision, here's its impact, here's the risk analysis, the financial analysis, the implications behind it. Here's option two, same thing. Here's option three. Fundamentally different. Yes. And then our preferred option as staff is this one for the following reasons. Okay board, go to it. And then discuss the merits of those, and then possibly even come up with a fourth option. But the key thing is that you've got to provide the directors with options. So they're there for making choices rather than making decisions. Right, yeah. I like that. That's a really, really nice structure. What then, when it comes to the point of making decisions, after they've had this debate, What are the hallmarks of good decision-making? A good decision is one where they know that it's just a choice and not a decision. So, the reason I say that is that most people think a decision is final. That we're stuck with it. And therefore we've got to make sure we get it right. So therefore we need a lot of information, we need to take our time, we need to make sure that we've covered everything, and we've looked at all of the variables behind it, and then this is the obvious decision we need to make. So let's make that decision, and then let's, all right. That's psychologically how people see it. And that, it can be really, really dangerous. I'd rather people start to think about making choices. Here are the choices that we've got. We've looked at those choices. This choice here seems to be the one that is going to provide us with the greatest value. So let's monitor whether that's creating the value we want, and if it's not, change it. Yes, make a new choice. Rather than, "We made that decision two years ago. We can't change it." That's rubbish. Yes. So always, when we look at a choice, is it creating the outcome that we're after, and if it's not, what do we need to change? Yes. Very different than saying,"We've made a decision, we need to change that decision." People will say, "Well hang on a second. It's a decision." So think of things as choices. And if people get that, then they realise, our job as a board is to monitor whether or not that choice is creating the value that we thought it would create. And if it's not, understanding what's changed, and then choose again. That's the thing, right. You're going to have new information. And new information may lead to a different choice, or a different decision. Agree. Yeah, right. How should risk be woven into these board meeting discussions? Is it something that flows through everything, or do you have a separate agenda item to say, "Risks"? And you talked before about how risk is the flipside of strategy, so I suspect I know where you're going to go with this. Which makes a lot of sense to me. But how is risk woven into these debates and conversations? So, I don't mind seeing a good risk report, because what it does is it gets us to flip our viewpoints on things. So, you'll have strategy, how are we going against this particular strategy? And we'll understand the risks in there. But I also want to know as a director, and I want us as fellow directors around the board table to agree, these are our two or three really critical risks. Yes. I need to understand what they are. Now, to do that, then I need to understand the fact that they're high potential to occur, huge impact if they were to occur, and we either have no controls, or we can't control it, or we've got crappy controls around it, right. So I want to see a risk report that says, top three risks, how we're dealing with those risks, how we're creating value from those risks. Because if you ask that question, then people start to see how to create value. And where might the revenue be coming. Now, revenue doesn't have to be just dollars. It can be access to resources, it can be influence, whatever it might be. And then from those risks, I then want to see the next heading, which will be emerging critical risks. Yes. Now, AI [artificial intelligence], for example. Now that's probably not so much emerging, now, as it's right there in front of us. Demographic change. Yeah, demographic change. So emerging critical risks. We need to keep our eye on this, because if it were to occur, it could be a fundamental change. Now, it's interesting. Risk is not only negative things happening. You know, the biggest risk that most organisations face, that they don't understand, is growing too quickly. Yes. Because we know that about 64% of all businesses fail because they did not manage quick growth. Yes. And things fall over. So what are these emerging risks? And let's have some conversations about where we want to go with that. When the issue of cyber security came out, it took boards about ten years to get their heads around it. Way too long! AI [Artificial Intelligence], it's taken them about two years. Most boards now have it on their agenda to have some conversations about it. But I would still say, probably 50%-60% of boards haven't really looked at it, because they think it's an operational issue, rather than, "Well, this is changing the nature of a whole lot of different things." Don't buy into the hype. You know, everyone who's got a LinkedIn page is talking about AI, and how you can use it, and, "hire me". Now, what does it mean for us? What does it mean for our supply chain? What does it mean for the way we look at business? What is it that we aren't even able to see, because we're so used to doing it this way? What does it mean for, if you look at something like the Porter's Five Forces model, what does it mean for new entrants coming into our industry? In five years' time? Let's get ready for that. Yeah. Let's be one of them. Yes, yeah, absolutely. How can boards ensure that meeting time is used effectively, without feeling rushed? And a related question to this is, the challenge of the chair, keeping board meetings to time, keeping discussion items to time, how does... what does... Some boards allocate times to it, just as an indicator. And they use that as a perception management device. So, "We will spend 45 minutes talking about this issue." And it's only a four-hour meeting, or a three-hour meeting. "We'll spend 45 minutes or an hour on this one." Already starts to provide the peer pressure that this is a really important thing. So, I've seen some boards do that. I, personally, I don't like allocating times. Okay. But that's a personal preference of the chair more than anything else. So you can use it to manage. But also the skill of each of the directors to self-monitor themselves, too. Now there are some directors who love the sound of their voice. Not because they're bad people, it's just who they are. You can't not allow that to occur, but the single biggest technique every director can use, that they often don't use, is to ask a question to help others gain clarity about what it is that's being talked about. So, one of the greatest questions that any director can ask at any time in a particular discussion is,"Okay, John, that's fabulous. What's the strategic issue for us that we need to focus on here?" And then just shut up. And that person will then immediately go to the next level up. So, "What's the strategic issue behind this?", shouldn't be to try and prove them wrong, but it's to help them give clarity. If you find a conversation is going round and around in circles, then the chair, or any other director, could ask a very simple question, which is,"Okay. So what question should we ask here that would give us clarity to get us back on track again?" And then shut up. And someone will come up with something. Right. So the power of question is not just to interrogate. It's to provide both wisdom, and also clarity, for people to focus on what really needs to be focused on, by just reminding them. Yeah, thank you. If a board could only do three things to improve their meeting content immediately, based on your experience across boards, what would those three things be? Oh, it actually is three. The first one is, make sure that everything we do is focused around our vision, purpose or mission statement. And we use it. So there's only one type of vision statement. Sorry, there's two types of vision statements. There's those that work, and those that don't. All right. Now, a vision statement, or purpose or mission, whatever you call it, how do we know it works? Because we use it. We use it in everything. It's a powerful filter in everything that we do. How do we know that it's useful? Because, it's useful! We can use it! All right. If you can't use it, then you don't have a good vision statement. Yeah. You find one that is. It shouldn't take you long. It takes about 20 minutes, to really get to the nub of what a really good vision is. It's not a three-day live-in. The second thing is, structure your agenda around papers for decision, for discussion, for noting. And the big ticket items up front. And, yeah, the things that we talked about before. And then the third thing is, the board reports to support that. Most board papers are voluminous, without providing focus. Board reports should really have a one-page summary. Now most boards will do this quite well. But I've seen many summary reports that are pretty useless. They're just a rehash of what's in the report. So we really need to know, here's the issue. A couple of sentences on here's the context, here are the big risks associated with this, here are the key questions that we need to consider, that's worthy of our time. So, if you get your board reports to the stage where they're actually helping focus, there's two criteria for a good board report. And for those of you who are in New Zealand, you will love one of them. The first one is, it must answer the“so what?” question. "So, what do you want me to do with this?""Why is this important for me?" So what, right up front. And the second one is, the "Where's Wally" conundrum. Don't make me search for Wally. Wally's in there somewhere. Yeah. Put a big red circle around it, and put it right up front. Yeah, right. So, don't make me search for Wally in all of this. So the "Where's Wally" component needs to be highlighted up front. So in the CEO's report, for example, If there's a big item in there, don't leave it in the CEO's report, pull it out as a discussion or a decision paper, separately. So all the "Where's Wally" stuff is right up front. Yeah. You get those three things happening, and you get a really good chair and the culture of questioning, and you've got a board that's an absolute pleasure to sit on. Oh, fantastic. It would be nice to be on some of those. One final question, and it related to the board agenda actually. What advice would you give a new chair about shaping their first board agenda? The key thing is to, again, go back to the reason the board is there, to create the future. So, when you're shaping the agenda, you can ask your directors, are there any emerging risks, or any emerging issues, that they think is worthy of time. You ask them in advance. You should never have a board agenda item at the end which says, "Other business." And they reason you should never have other business, is that most often people use that as a way to sneak in something that the couldn't have snuck in anywhere else. Right. And "Other business" has no place in a board meeting. If there's any othere business, talk to the chair beforehand and have it on the agenda. Don't surprise him at the meeting. Unless it's happened in the last half hour or hour, or something like that. Yeah, right. There's always an exception. So, I would rather have in place of the "Other business", have "Strategic issues for board discussion", that don't naturally fit in within where that board agenda is. Right. So, the key thing is, for the chair to understand that they own the agenda. They'll listen to their directors, but they have the capacity to create an agenda that is truly strategic and mind-blowing, in terms of focusing the directors. If that's not happening, it's on the chair. Right. They can change it. So, they don't need permission of the board to do that. Steven, that has been a really cool conversation, again. I appreciate your time. It's been great. Thank you so much. Great pleasure. I think we'll get a chance to do this again soon, which I'm looking forward to. And we'll see you next episode. Bye. 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.