Q&A: Sue Brown on corporate governance

Sue Brown.

Sue Brown a leading Wellington based lawyer talks to Henri Eliot on effective corporate governance. Sue has more than 25 years' experience as an adviser to corporates and financial market participants in New Zealand, Australia and the UK.

Sue is a partner with global law firm DLA Piper New Zealand and has more than 25 years' experience as an adviser to corporates and financial market participants in New Zealand, Australia and the UK. Previously a member of the Financial Markets Authority's leadership team, she played a lead role in shaping and delivering its approach to recent regulatory reforms, including the Financial Advisers Act and the Financial Markets Conduct Act.

How has your life experience made you the leader you are today?
Goodness, small question to start with! Of course every life experience I've had has made me the leader I am today. I don't think you can separate work and home life and experiences.

So the values I learned as a child of showing respect for others no matter what their background, of looking for the positive and the possible (rather than the negative and the obstacles) in every situation, of recognising and rewarding merit in others (no matter who they are), of expecting only the best from myself, and of not accepting limitations placed on me by others, have been foundational.

I was fortunate to join a law firm that modelled those values as a trainee solicitor in the UK more than 30 years ago and still to be a partner with that same firm — DLA Piper (albeit on the other side of the planet) — today.

I like to think I take those values and approach into the work I do with, for and alongside my colleagues and clients.

If you have a job you love, you will never have to work another day in your life.

Sue Brown

What do you think distinguishes a good board from a great board?
It would be easy to give you the usual mantra about understanding the difference between governance and management, accountability mechanisms and all the rest. But I think the recipe for a great board has three key ingredients.

First, the chair is absolutely key to great board performance — no great board has a weak chair. Second, a diverse board selected for the contribution they bring from the key strategic areas. Finally, the right culture is vital.

So, a great board will be led by a strong but inclusive chair, supported by a diverse board that knows how to operate as a team and respects the contributions of all board members as well as of the CEO, management, staff and advisers. It will see itself as part of the team that creates value on behalf of shareholders and other stakeholders, not as the pinnacle of the corporate pyramid.

Pie in the sky? Well, it's a big ask, but the greatest Boards I've worked with seem to manage it. I suppose it boils down to knowing your strengths and weaknesses and being prepared to learn from others and from every situation you find yourself in.

What are some of the levers you've seen boards use effectively to drive organisational performance?

Whether you're part of a tiny start up, a not-for-profit or a megalith of industry, your organisation can only perform if your people are absolutely committed. Appointing a great leader as chief executive is the cornerstone to this — one who knows how to work alongside the Board to shape and lead organisational culture and direction.

And of course we can't go past the fact that what you measure and reward, you will get. So being very clear about the incentives you're providing through remuneration policy and performance management, and through your reporting and accountability mechanisms is crucial. You'd be surprised by the number of organisations I've encountered who say they value one set of behaviours but reward a completely different set, and who are then surprised when they don't perform as they hoped!

Finally, it's no surprise that the Boards of the highest performing organisations I've worked in and with have had a very clear and focused understanding of risk and most importantly of their risk appetite. As they say 'S/he who makes no mistakes makes nothing'. When you're in any business, you're in the business of risk-taking, not risk avoidance — the key is knowing which risks, and how much of them, you and your stakeholders prepared to take.

What do you think are some of the challenges boards are going to see over the next decade?

The obvious starting points of rapid technological change, cyber risk, and regulatory overload are only the beginning. The real challenges will be those we don't even know exist yet — no one wants to go the way of Kodak or Blockbuster.

It's a truism to say that the Board's key role is to scan the environmental horizon to help them keep pace with change. The key is to remain alert to the strategic and business environment and to be open and agile to new ways of doing things. A truly diverse board will help — one that is gender and ethnically balanced sure, but also one that draws from a variety of experiences, thinking styles and ages.

How do you maintain a work/life balance?

Well, they do say that if you have a job you love, you will never have to work another day in your life. Fortunately I do love (most aspects of) all my jobs. But everyone needs a break to stay fresh — so I make sure I find time to run (slowly), read (quickly), and enjoy food, drink, movies and shows with family and friends (often).

Which other female leaders do you admire and why?

Difficult question — I prefer not to focus on leader gender, rather on approach and outlook — so I thought about not answering it! I'd far rather be appointed to a position because I'm a great choice for the job, not because I'm a woman.

But in general, I prefer 'bottom up' leaders who lead as an authentic part of their team, rather than 'top down', up front 'chest-beaters'. You might think that's a 'female leadership' style, but actually I've seen leaders of both genders lead in that way.

Henri Eliot is CEO of Board Dynamics.