Governance Bites #160: People and culture in governance, with Rosey Nathan

In this episode, Mark Banicevich sits down with Rosey Nathan to explore how boardroom culture shapes decision quality and outcomes. They unpack early warning signs of underperformance, the fine line between constructive challenge and destructive behaviour, and how chairs can manage dominant voices while drawing out quieter perspectives. The discussion tackles whether toxic cultures can truly be fixed, the behaviours that matter most in a crisis, and the people risks boards still underestimate. Rosey also shares practical advice for new chairs on shaping a high-performing board culture from day one.
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

0:00

Kia ora. I'm Rosey Nathan. I'm the head of career programmes and partnerships at Blues Charitable Trust. I am principal and clarity partner at Intent +Purpose and on the board for Depot. Today we're going to talk about people and culture and governance. I love it. Which is right in your wheelhouse. It is. Hi, I'm Mark Banicevich. Welcome to Governance Bites again, and I have the absolute pleasure of spending time with Rosey Nathan. Rosey, thank you so much for your time. Thanks. This topic — we've spoken a few times in the past and this topic is one that's right in the hub of what you do. So I'm looking forward to it. People and culture

and governance. My first question for you: 0:42

how do people and culture and governance affect the quality of outcomes from the boardroom? Yeah, it's everything as far as I'm concerned. It is around the culture. So everybody brings that external experience if you have externals, or they bring the passion for the business if they are from internal. And this is how we build the knowledge that the board deeply understands about what's required and then the decisions that are made. So everything to me is about people and culture. And it's more than just the individuals, too, right? The culture of how they get together is so very important. And every time you have a change in the boardroom, you essentially have a new team. Yeah. So you've got to reform and work your way through to that performing. Yeah. In that classic model.[Tuckman's stages of group development.] What does board level underperformance look like, and how early can it be detected? Yeah, I think the earliest tone of that is disengagement. So you have board members that are not pulling their weight and not really providing honest information or judgments that they would in other circumstances. Although part of that can be down to bandwidth, as we know. Lots of people on boards are incredibly busy. I know I've got a couple of outstanding emails from the general manager of my board currently. I will get to those before the end of the week. But that is one of the early stages, is a lack of alignment and intent, and kind of deeper understanding as things continue to progress with the board. Right. Who should take responsibility for addressing it? Is it the chair, the full board, or somebody else? Yeah, I think first off it should be the chair. But I think as a full board, if you notice this, if this is something that is occurring on a regular basis. So you know, those minimum

standards of: 2:40

are you attending meetings? Are you devouring the board pack? Do you understand what is happening on the agenda? That's absolutely minimum, right. So if you have board members that are turning up and consistently not meeting those minimums, there's a bigger issue with bandwidth. And so it's everyone's responsibility to call it out if they see it. Yeah. Probably to the chair first, rather than in an open boardroom saying,"You're not pulling your weight." It's probably not the best way to go about it. Yeah. And there's life, right. Yeah. We all get that there's also life happening around lots of people. So there were some instances at the end of last year I had some family stuff happening, and the board were fantastic around that for me. So it's communication. Yeah. And so the board should have that level, particularly with the chair, with the GM [General Manager], and make sure that there is an idea of when they can return back to those duties and be fully focused again. Yes. How should board chairs handle dominant voices that crowd out the quieter voices that have, of course, got their own value to contribute? Yeah, it's, whether that's in the boardroom or in other meetings, it's always an interesting one to navigate. So it depends on the style. I think that a chair should understand who they are and what their style is. Some people are incredibly direct, and that can cause embarrassment, or it can cause somebody to step out of wanting to participate more, because they could be vocal for different reasons— they're really passionate, or very experienced in a particular area. Other board members will pull people aside. When is this behaviour happening? I think that's a really important question. Yeah. Is it around particular topics? Is it around, is it consistently? Are they just not concise? Are they not used to speaking? So how could you help them upskill and improve what they can add value to, without utilising all the airspace for a particular topic? And it's not always a bad thing, right. Exactly. I mean, I'm sure that you're probably similar to me in a boardroom, where we're not shy about speaking, and then you get the people that are. Yes. And if the chair lets the talkative ones go on, we have a tendency to do so. So the chair's got to rein it in and say,"Let's hear from this person a little bit more." Exactly. And make sure that everyone has a chance to contribute. And for us — or at least for me, I can't speak for you — but for me, I have to rein myself in sometimes. Yeah. Oh no, it's true. Me, too. But I think having those frameworks — which we talked about earlier in a different discussion — having some frameworks where people can come in and own some space and know that they have the ability to use that voice in a space, that's really helpful if you've got quite an imbalance on your board. Yes. Okay. When does robust challenge cross the line and become destructive? That can be in ways that are not aligned with what the objective is. So are they trying to create something that's right for a purpose in their experience that might be unrelated to actually what's happening on the board? Yeah. So we spoke about this a little earlier with people that might have digital literacy and a certain amount of comfort or confidence in certain tools, and so they might not seek opportunities elsewhere. So this destructive nature is if you're bringing something that is solely from your own experience and belief in, "there's no other way," and not really looking at the complete picture that is aligned with your purpose for being on the board— what the challenges are that you are facing. Really reining that in to understand and kind of be part of a group analysis, not your own personal — Yeah, right. — agenda of that analysis. You also mentioned before the people that can be very direct in the way they speak. So there's an element of EQ [Emotional Quotient/Intelligence] in here too, right. Yeah. About those people that, they're often too sharp and too direct, and can rub people up the wrong way, and lead people to feel offended and withdraw. So I think there's an element there of making sure that everyone is challenging the issues, not the people. Yes. And you know, everyone knows that, but it's about actually being very clear that that's what's happening. The way that you speak has to be very clear that it's the issue you're challenging, and not making other people feel like they're being challenged individually. So there's a bit of. It's a difficult one, because even around that challenge can be where you're trying to get things back on track. Yeah. The same type of skill set is required of just calling it out in a way that isn't overly confrontational. And maybe even taking a step back from that and inviting other thoughts. Yeah. Yeah. Well, that actually leads onto the next

question then: 7:43

how boards, or particularly the chair, can encourage that constructive challenge without allowing destructive conflict to become the norm. Yeah. Yeah. So I guess that's it. Which is absolutely inviting conversation around it. So trying to bring that in and make people feel that they've been heard. Okay, great. So one of the things that I like to do is to acknowledge what has been said. So you know, "I hear from what you're saying — I have heard that you agree with X, Y, Z,"but A is a problem." Yeah."Does anybody have any other thoughts on X, Y, Z and A?" Right. So then opening it up. Or if you know somebody who can be quite succinct or is very confident in giving their opinions, post somebody that's a bit destructive, inviting that in. Yeah. Because if you are inviting somebody in that maybe doesn't have the confidence at that time, then that can also create an imbalance of somebody who has been very vocal kind of sitting there and thinking, "Well, I'm obviously right." Yeah. So you need to be able to back it up with somebody who can be articulate, as well. Yes, yeah, that's true. Just to help rebalance the room. To balance it. Yeah. Absolutely. What behaviours from directors most help or most hinder effective governance, and particularly in a crisis? Yeah. Being really present is a problem, I think, for a lot of individuals on boards.

It's: 9:20

am I present here, and in this particular issue? What am I bringing from my frame of reference in my past, and how does that extend out? What is the value here? So just ensuring that they are bringing the right lens from that value, and also including the thoughts and perspectives of everybody in the wider group. Like, if it's a crisis, what isn't known? Yeah. Collect as much information as you can, as quickly as you can, to make the best decision you can. Yeah, absolutely. Yeah. I guess this is a bit of a flippant question. Are we starting to see that we need a box in the boardroom for people's cell phones when they walk in the door? Are you seeing that to become a problem at all? Not so much in the board meetings I'm in. So I think that's a positive reflection of the boards that I'm involved in. That they tend to be, yes, very present in that moment, off their cell phones. But there are a couple of — yeah, we've got some people on our board that are incredibly busy and have big responsibilities across New Zealand. Yeah. So it's remarkable, and obviously I learn a lot from them. But again, it's kind of raising that tide, right. So what is acceptable as a standard? The board has to agree that, right. Is it okay for a director to have to answer an urgent phone call during the meeting? Is it one that has to be expected and warned of in advance, or can it just happen at any time? So does that mean they're always checking their phone when it rings? So you've got some ground rules to lay as a board about how you're going to deal with that sort of thing. Yeah. And I think — yeah, and in the boards I'm involved in, those terms have been laid so that behaviour is expected, which is great. But I think it's more also, like present in that situation and that crisis. Yes, yeah. Can toxic boardroom cultures be fixed, or do you usually have to change some leadership and some composition in the boardroom? Yeah, I would personally say usually it is a change in the composition and the makeup. People. And I think that people that have been involved in toxic boardrooms can go on and be incredibly successful in different boardrooms with different people. And sometimes it's about where you are in your journey of governance as well as the people that are in that room. We've all experienced working — well, hopefully we've all experienced working in amazing places, and hopefully we haven't all experienced working in toxic, awful places — but I have.

So it is around: 11:51

okay, well, if you ask yourself that question of why was I entering this board, this position, what did I want to achieve within this governance journey, and if those things aren't being ticked off because you feel you're in a toxic environment, then it can be — what makeup has to change there? I'm curious about what would drive that. And I wonder how much; you might have interpersonal conflict that could occur. I wonder how much of it is a lack of alignment of the purpose of the individuals in the room. Yeah. And if you get that, if everyone's there for the same purpose, it's quite hard to end up in a toxic environment, isn't it. Exactly. It can still happen, but yes. Yeah. But I understand that the change of people around the table is often required at that stage when it's already turned to custard. Things have happened in that pipeline too to get there. Yeah. So there have been missteps that either have been misread or issues that just haven't been addressed. Yeah, yeah. What people and culture risks do you think boards still underestimate? There's a lot. I think a lot of those around development, a lot of those around what else is happening in the market outside of the board and the organisation that they're involved in — like, do they really have an idea of what's happening in the space in general, not just in the bubble of their own environment, and how they can support in really positive ways? Like, how can they support, influence, uplift and raise the tide across the organisation? So there's lots of experience and care and great intent on a board. Yes. Like, how can that best be utilised to flow out into the rest of the organisation without adding administrative burden, but by really just taking the essence of all of that amazing knowledge, experience and leadership, and having that put together in a practical way. Yeah. So yeah, that's — it's obviously it's a bit more than just governance, that kind of way of thinking. Yes. But it's such an underutilised opportunity that would then, I think, also make the governance of those organisations an easier task. Right. I guess that leads on to my final question: what advice would you give to a new chair about shaping the right culture in the boardroom from the first day? Yeah. Transparency in who they are and their style, particularly if they're brand new. That's going to be an important piece. And then having them walk that talk authentically— like, if they're the chair, there's a reason for that, and there's opportunity for everybody to learn from that. And that is a great honour to bestow upon somebody in terms of the level of leadership that you hope that they can deliver. So, a responsibility and an opportunity — and to lean into everybody in the board, have those great conversations, and be good glue if you can. Yeah. Right. So lead by example. And I love that last line that you said: be good glue if you can. Yeah. I should have left it there because it was a great one. I'll just repeat it instead. Rosey, I've really enjoyed our conversations. Thank you so much. Yeah, thanks Mark. I look forward to catching up again soon, and to seeing 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.