In episode nine of Board Level, Catherine interviewed Sam Mostyn, one of Australia’s most experienced board directors and chairs.
Board Level is an AICD podcast powered by Commbank’s Women in Focus initiative. Each episode, journalist and author Catherine Fox speaks to leading female directors about their journey to the boardroom.
In episode nine of Board Level, Catherine interviewed Sam Mostyn, one of Australia’s most experienced board directors and chairs. Across this double episode, Sam spoke about the responsibility of being a trailblazer, why she's not concerned about being a quota appointment to a board and why women should worry less about why they're asked to go on a board and think more about the skills they bring to the table.
Catherine: Sam, you took the board pathway quite early on. Tell us about that decision. How did that happen? What sort of crossroads were you at?
Sam: Well, Catherine, I was really lucky in that I was working as a senior executive at Insurance Australia Group at the time and I was approached to introduce a process to join the commission or the board of the Australian Football League. It was a time when it was the first woman appointment to that board and having sought permission from my chairman, James Strong and chief executive Mike Hawker at IAG to take on a board position while I was still an executive. I threw myself into that process and that's another story altogether, but I was the last woman standing and appointed to that board in 2005.
So I was a full time executive and then my first big non-executive role, although it was on a sports board, a professional sports organisation, but it was a big business. I was 39 when I joined the board of the AFL and it seemed to me to be the right thing to do for a number of reasons. I've been an executive in a big company, in big companies for a number of years and along comes an opportunity to help change the whole nature of governance in a sporting code that I cared about and I had permission from my bosses in my day job to do it. I threw myself at it and as a 39 year old, not quite 40, it threw me into the world of governance and the role of a non-executive director or commissioner in that case, in a way that was teaching me very early about what it meant to be a governor or a steward of an organisation as opposed to in the executive.
I spent over a decade on the commission, so I spent my entire 40s at the AFL Commission and doing my other jobs at the same time. The big decision for me then was to both put myself forward for an opportunity that I felt couldn't come again – so, backing myself in that and the second one was getting an incredible experience early about what actually happened in boardrooms, what was different to that in my experience of being in executive ranks. I learnt an enormous amount before the next board role came up.
Catherine: Was that a bit of a baptism of fire? You were the first woman into an arena that is very masculine.
Sam: If there is an organisation in the country where a woman was going to turn up, this was probably the most hyper masculine, muscular community that had always been run by men but in fact, had been propped up by women.
The then chairman of that board, Ron Evans, had the foresight to say it's women that actually create this game, support this game, half our members are women. Women make the decisions, whether they're boys at the time or come to women in sport but the boys were able to play football and he said it was an abject failure to have the governance of that game to not have any representation of 50% of the supporters of the game. So the leadership of Ron meant that they installed a process so they appointed the first woman through a effectively quota process but with ten women interviewed, reference checked, put through an enormously difficult process to find the woman to sit on that board and so when I arrived, the industry had got used to the idea and certainly the commissioners were very welcoming.
So in joining a group of men on the commission, I couldn't have been more welcomed. I did a deal with the chairman at the time, which was he rang me to say, ‘we'd like to appoint you’. I said how honoured and thrilled I was to be the first woman commissioner but we would have all failed if I'm your only or last. So could we commit in the next rounds of appointments to ensure that we don't stop with me because I don't want to be the only woman on the commission, I don't want that to be my legacy. It will be opening that door for others to come and it will make it a better governance board. He did me the great honour of agreeing to that.
So in the time I was on the commission, Linda Dessau was appointed a couple of years later. She's now the governor of Victoria, so no slouch there. Then Simone Wilkie, a former general in the Australian Army, was appointed, then Gabrielle Trainor and now Helen Milroy, who was the first indigenous person and woman on the commission. So we've had five of us appointed in the time since I started.
I thought I had to have a high degree of self-confidence but also enough tactics and sense of what I was dealing with to do it well, which is difficult at times. There was a lot of women who didn't like the way this appointment was made, who talked a lot about the fact that they were disappointed that a woman got there through a quota and hadn't been compared to a man. So it was women who actually came up to me in the industry to say, we don't think it's done us any good because how will you ever know if you're as good as the men that would have been up for that role?
Catherine: What do you say in those circumstances?
Sam: So, yes, I advocate for quotas whenever I can. I start with the view that actually there's been a quota system in place historically for men. If you think about my appointment to the commission, there had never been a process involving a headhunter interviews and panels before I was appointed. So the quota was working a different way and clearly it was not delivering at the talent that we held as women into those rooms of power or authority.
What I say to the women who have a concern with it is we need to be at the seat at the table where decisions are made. Ruth Bader Ginsburg recently passed and one of the things she said constantly through her career was that women belong in all places where decisions are being made. We still do not have that parity in most of our industries and most of our companies. I say to the women who worry about the quota, we're not going to get into those rooms through hoping, wishing and praying. You need systems and targets and quotas to get us there. For the women who actually accept that opportunity, it's up to us to bring our best self into those rooms and open the way for others to come and not be burdened by the idea that we weren't meritorious.
Decouple the word merit from quota and know that you're being appointed because you were the best person for the job. The job is to play the role really well. I'd love women to have far greater confidence that when they are tapped on the shoulder for these moments to say yes and step up and show their great character, strength, merit, without worrying about the how they got there.
Catherine: Let's go forward from that appointment a few years. When did you make the transition from your executive career to a full-time NED career?
Sam: Yes, it's a great question. I think it's one that many women particularly face as to why an NED career and whether it's best to stay in executive life. I think there's an argument for both. I think this comes back to what your strengths are.
I'd had the benefit of still having my executive role at IAG and having a few years at the commission when Mike Hawker left IAG. I was working for Mike. I'd been a senior executive in his team for a number of years. It had been probably the most exciting executive job I could have ever had and so I knew I'd been involved in something during that time that probably wouldn't repeat elsewhere. I'd had the experience of a board role with the AFL. So I took that moment to think about some and reflect on some advice I'd had from a really wise woman when I first had my daughter.
She was born in 1999 while I was still working full time in London at Cabinet Wireless. He said to me at the time: don't let the early years of Lottie's life define how you think about the rest of your career. You need to know that as a young child, she needs your love. She needs good nutrition. She needs good care and lots of attention, but it doesn't have to be from you. Where she will need you is when she starts to hit her teenage years. If you want to be the first person she comes to with her issues as her mother, as a parent, you need to have some relationship with her that's beyond transactional or having just been so focused on your career but don't think about that in those early years. Don't give up what you're doing at the moment cause you're on a roll, but think about the care you need to provide her.
My husband and I discussed that a lot, about him taking up a much greater role, the idea of a blended parent, so it wasn't just about me is as a mother but it was us as parents. He stepped back for a while in her early years, we had very good support. We have an incredibly privileged position to be able to have a nanny to help us with aftercare, those kinds of things.
As Mike was leaving IAG, Lottie was coming towards the end of primary school. I was thinking maybe I'd had the best executive job I was ever going to get. So the idea of thinking about my investment as a parent for Lottie and where I'd seen and observed the benefits of non-executive life meant that at that point I made a strategic decision to think about ‘is this a time where I become a professional non-executive director?’ Could I actually move into that world having seen it close up through my colleagues on the AFL board?
Because of that board, I'd had a couple of approaches from people who knew me through my work on the commission and so the chairman of Virgin had called me to say, would I consider joining the Virgin board. That call, and thinking about my relationship with Lottie as a parent, as a mother and her about to head into high school, I thought: this is the moment where I can restructure my life. I know I'm good at the governance side of things. I get what that's about. I don't think I'll find another executive role of the kind I've had, and I want to be more engaged in her life. I just knew that that blend of things was really important at the time.
So I didn't stay with IAG after Mike left and took up my first role on the board of Virgin. I went through a thoughtful process about why I was doing this. I do say to women particularly, who are thinking about a career on boards, just be careful what you wish for. You do need to know what the life of a non-executive director is like. It's not a lifestyle choice. It was one of the factors in my decision about how I wanted to structure my life, my work and my role as a parent. I also did know that I really enjoyed being a steward and a governor and a director and I thought I had something to bring to that. There weren't many women on those boards at the time. So I thought that was important to step up, but it won't be for everyone. The idea that it's just a natural move from the executive world non-executive is one to retest. It's a very personal decision about where you really want to deploy skills and talent.
Catherine: Tell us what it is like. What's day-to-day life for Sam Mostyn? I imagine that's one busy diary.
Sam: It is a very busy diary. As someone who has a non-executive life, which has many different parts moving all the time, I do have a problem in that I find it hard to say no. My portfolio is quite wide. I'm quite clear about why I do say yes and my portfolio is balanced between ASX companies, private companies and then a range of non-profit and charitable and other cause-related boards. I couldn't do my big ASX company boards if I didn't have the balance of the others. So, for me it's a blended portfolio that really makes me tick.
I have an incredible E.A., but we work completely virtually. MJ has a number of other jobs and so, again, for women who are busy, who don't have a single point of an office. To have support like MJ, who takes care of my diary, it keeps me in check, who makes sure if I'm saying yes to too much, she pulls me back. So, I have someone who's helping manage the kind of complexity and so what's going on in the day-to-day arrangement. As a result of that, and many people on boards will know this, my diary is generally pre-booked for at least two years.
So ASX companies pre-book, the company secretary will pre-book meetings, I've got meetings booked in my diary to 2022, 2023 at the moment and that's important on the ASX boards because to actually corral directors (say 10 or 12 people) at a time over the course of a year… and you have to attend every meeting. It's not one you can choose to be at. They go in first. So, we lock in the ASX-listed company boards and then we build the diary around other things. There are other things I have to say no to because those boards will take preference.
It's a lot of planning but in all of that, I also plan in time for myself, for my family. You know, I have an extraordinary lucky life with the things I'm able to do. I still go to the footy, although COVID has changed that a little bit this season. I still keep up with my creative interests and friendships. There's a discipline about the diary, and then you have to actually commit to the preparation. These are not just meetings in the diary. Many of them are strategic. Many of them are end-of-financial-year so there’s preparation for those, particularly if you then chair some of the subcommittees. I often chair the remuneration and resources committees and I sit on audit committees' preparation. So there's a lot that's going on to prepare and so in in taking on those roles, you have to care a lot about the businesses, have to care a lot about the role you're playing and always understand that role of stewardship.
Catherine: When do you think you really sense that stewardship and governance, which you've already mentioned were your sweet spots?
Sam: I think I watched it at close range a couple of times. I was really fortunate at IAG to have James Strong as our chair. Mike Hawker was a sensational chief executive but he was backed in by a board led by James, who's sadly no longer with us. James was one of the great teachers of what it meant to be a chair and what it meant to be a committed director of a company. I think his breadth of interests, his breadth of capacity. When the wisdom he brought to that board as a chair, I got to see it close ranks.
I would go to those board meetings as an executive and I could see a really great-functioning board at play. It's good to have role models that I was giving a reminder through my executive life about good boards and bad boards. I'd certainly seen in other instances earlier in my career poor functioning boards or poorly constituted boards with no diversity, no real leadership, no centre of gravity about the long-term. I think what I saw in James and what I've seen others is a commitment to the longer-term and to principles, values and purpose, and set by a board with a chair that was orchestrating that with the right group of people around the table.
What that then let the company do from that very sound base and that protective measure, I guess, I got really fascinated, by having been an executive, to be part of the system that actually sets that in place. To appoint the right chief executive (that's the most important job that the board does) and sets the parameters for that chief executive, and to then holds the culture to account and be a reminder about the long-term on behalf of not just our shareholders, but all the various stakeholders that the board is responsible to. Now, I've just found that it suited something in me about purpose and how you can hold organisations to account with good people who care about the long-term.
Catherine: Let's paint a scenario. Perhaps you have taken a board position, you've done your due diligence and your own preparation but realised, in fact, it isn't functioning terribly well and gosh, groups of human beings, this tends to happen. What can you do about that?
Sam: It's a really great question, Catherine, because it goes to the heart of what happens once you're in that room or in that community of people that you are in lock step with, because you have a common purpose about the governance of the organisation. Any niggling thought about something before joining a board reference, checking, getting third party views on things is important. And then the quality of the chair, I think, is terribly important, and a relationship with the chair, coming in to understand why you're coming in.
I've been really proud of the fact that in the boards I've joined, I've had really exceptional chairs who've had that conversation: so Ron Evans, in joining the AFL, which then became Mike Fitzpatrick. I then knew exactly what I wanted to contribute at Virgin and then at Transurban and now Mirvac. I've been very lucky to have boards where I've had really great relationships with the chair.
Lindsay Maxsted approached me for Transurban. He said, we would be delighted if you join up into a process. And I said, ‘But why me, Lindsey?’ I get that I'll be your first woman so I could put that to one side, I know it’s important. But what am I bringing in your mind to this board beyond my gender? And he said, ‘What I need is the things that keep me awake at night, that I don't understand, is in the things that you have. Fill that gap. We don't have someone who understands community corporate issues, our government relations and the depth of culture and where the board will cities that we don't have that on our board at the moment. And it's a skill I really want to bring into that into that room.’
I thank him a lot, because it's easy when you are the first or second woman on a board to think, okay, we're now doing the gender stuff, without understanding what I was being respected for coming in. So, Lindsey was very clear about that and was glad he was able to give me that answer. And he's given me a space around that table, which is now shared by all of the board. But it was something that had not been around that board table at that time. It gave me confidence.
Mirvac was a different story because Susan Lloyd Hurwitz was the chief executive. One of the only women chief executives of an ASX 50 company in this country. John McKay is the chair had committed with her involvement to a gender balanced board. And at the time, I was approached along with another woman. There were no men being considered and they wanted to make two appointments, both women, to bring the board to gender equality. So, both Christine and I had to get comfortable with the idea again that this wasn't just a numbers game. So I asked the same question and he gave me a really brilliant answer as to what I was bringing in, and quite different to Christine and quite different to the rest of the board. He said, but it's important because we are committing to having a gender-equal board, to be a better board, make better decisions, better support Susan and her team.
And so six months later, when I was doing my performance review with him, he said, can you tell me what's different? What do you feel on this board that you might need others? And it was the simplest answer.
I didn't have to prepare myself ever to go into that room on anything based with being a minority or woman. So all of us went into that room as equals every time because, as many women will know as people who go in as minorities, you kind of prepare yourself sometimes for, ‘how will I be heard?’ ‘How will I inject myself into this conversation?’ ‘How will I deal with the fact that I'll say something and a man will repeat it back and no one likes to credit me with that?’
There's a whole psychology of women on boards when you are the first or second about how you're heard. There's a weight to that, of going into those meetings about your influence and how you deploy it. At Mirvac, because I was joining a completely gender-balanced board, there was none of that. We all contributed as full human beings, with all of our skills. There was no predominant voice. There was no predominant tone. We weren't representative for the whole community, but at least we were representative of the gender split in the community. So the conversation was different, problem solving was different, levels of understanding of how the world works was different, and so a really elegant way to think about why taking out the notion of a predominant culture works for better decision making.
Catherine: So that's a fantastic role modeling, I suppose, because you yourself are now a chair. You chair Citi and the Australian Women Donors Network – which I happen to be on the board of so I can actually attest, dear listeners, to the skill with which you chair that board. So tell me about that. Do you bring all of that to the table? You must that collective wisdom, I suppose, when you're chairing?
Sam: I hope so. I really hope so. I've always said that – and Catherine knows this at the Women Donors Network – I don't think the chair should have some greater power or role other than to be the conductor of the best outcomes from the team around the table and that's where I do know I have got a skill, that listening, having enough sense to not always come in first, or think that the chair holds that role but to get the best out of the creative and intelligence that is sitting around the table, and to give everyone a safe space to do that.
I'm really proud that on AWDN, we're predominantly women. We can probably do with another man on our board, but we're predominantly about women and gender lenses. On Citi, I've always maintained that we needed to have absolute gender balance – and we're a small board, but we have that. So, it's two women, two men. We're a small board because we're an Australian part of a global entity but that balance, I think, is going to be maintained.
I'm coming towards the end of my time at Citi after 10 years. I feel really proud that there will be set in some kind of protocol that will be gender balanced. We are going to have to do some more work on that at Mirvac now that we're beginning to turn directors over, so we'll keep focused on that. But wherever I have an ability to think about that, increasingly I'm thinking much more about my privilege, not just as a woman who's had these opportunities, but a white woman.
Until recently, I was chair of the GO Foundation so Michael O'Loughlin and Adam Goodes Education Foundation. There is probably no organisation I have loved chairing more than GO because of what we do and we have just awarded our 500th scholarship to a young Indigenous student as part of that. I had a couple of years left on my chairmanship but on our board we had a spectacular Indigenous leader, Sonya Stewart, who's just been appointed the chief executive of the Law Society of New South Wales. She was appointed about 18 months ago to the GO board and I was always conscious that Michael and Adam had said their great hope for this organisation was for it to be Indigenous-governed and Indigenous-run. I sat there thinking that I'd loved chairing this, I think I do a good job, but Sonya Stewart is here as a director. I've got to step aside.
So we entered into a conversation with Adam and Michael as founders and with Sonya and they said nothing would matter more to them than the ability to take that opportunity right now and transition the chairmanship and they said the only condition was, would I stay on the board. I'm lucky enough to stay at GO, which I am very grateful for, But Sonya is now the chair of the GO Foundation. So I think in addition to creating spaces for others and for women, we've got to increasingly think of those that never get to those tables. Whether it's Indigenous people, people of different cultural heritage, there's an age question sometimes, but people have a completely different thinking style, cognitive understanding of issues, opening spaces up as a chair to do that, I think, is now a fundamental part of what it means to chair.
Catherine: Sam, you’ve always been quite clear about the areas of advocacy and concern for you (Indigenous and women's rights, sustainability, climate change). Did that form over time or was that at coalescence of being on boards and understanding that you could have leadership and influence? How did that come about?
Sam: I'm really glad you were able to see what my focus is because that's exactly how I describe it, Catherine. I think I've just lived an incredibly lucky life and I mean that in the sense of what I've had, what the influences have been on my life from a very early stage.
So, in my career, I was lucky enough to work for really great leaders. I worked for Michael Kirby as an associate. When he was on the Court of Appeal in New South Wales I got to see immediately the issue of human rights, of actually standing for something and using a voice for the things that mattered, and that he had to put in the hard work to do that and really care about the issues that you choose to advocate for.
I worked for Paul Keating as an adviser in his time as prime minister, one of the luckiest periods of my working life, and to see a leader as a prime minister of our country actually able to articulate his ambition for the country. And they were things that I really cared about. He wanted a republic, clearly. He wanted a fully evolved Australia but that was linked to his desire for a lasting reconciliation with First Nations and First Peoples of this country. His commitment to that was absolute and, of course, he'd given the Redfern speech, which had actually for the first time articulated what had happened that had not been taught to any of us or had been shared with us as Australian citizens about the history, the real history of this country. He also cared very much about our engagement with the region.
Those things really influenced my thought on how leaders influence policy. I've developed at that time a really deep interest in how you get to hold or influence the levers of policy, the policy things that really interested me… As a woman who then had a daughter, and thinking about the inequities and inequalities I had witnessed and seen all over the place, that was a natural way of thinking about what I cared about.
But then when I joined IAG, one of the most, I think, almost surprising and unexpected things happened for me in my first weeks of working for Michael Hawker. He introduced me to Paul Gilding, who at that stage had just come out of running Greenpeace globally and was doing in an advisory role for the company on sustainability. Mark said to me, you need to immerse yourself to do your job but my job was lovely titled Group Executive for Culture and Reputation. The first time that phrase had been used in the country and he said, I need you to understand entirely what the big challenge are for the insurance sector. Paul can help you but your job in my team is going to be to engage deeply with these issues.
So my sustainability in climate change journey doesn't start early as an environmentalist or having an epiphany in a bushwalk, it started in the hard, real risk area of watching the insurance sector 20 years ago, saying climate change will be the biggest threat to our economies and to our systems and our way of living. If we don't deal with this as a risk, price it in, get systems ready to actually manage our climate crisis and do that in a way that's all optimistic and actually builds new industries (and the insurance sector was very strong on that in the early 2000s when I joined the company)...
My interest in climate change stems from that then became deeply personal about these generational things for my daughter, about what's happening on the planet and what was going so terribly wrong in the politics of this. So, my advocacy for climate change sustainability starts there but then joins, I guess, this issue of a deep interest in how we resolve reconciliation and lasting respect for Indigenous Australians, and how we do that through the generous offer of the voice and the Uluru Statement from the Heart, for the establishment of voice to parliament and the Makaratta Commission to have truth telling at the centre of the engagement with Aboriginal people in this country.
I've had these enormous moments and I've had teachers and people I have just listened to and learnt from who've guided me the whole way – so, incredibly lucky. All of them have always said to me, keep at least one big foot in the camp of big business and take those issues into those boardrooms to help those that haven't had those lucky moments of connection and personal experience, to find a way to bring them into the governance of those organisations.
Catherine: I was wondering if those guiding principles in those areas of incredible interest to you have at times meant that you've said no to a board approach or, in fact, you've just decided you would not go towards a certain sector of the economy?
Sam: Absolutely, I mean, I am often disappointed in what has happened with the way we appoint women to boards. I'll often be called by people who just say this would be perfect for you. This is a great company. It's ASX 10, ASX 20 and you'd be so great for it and you should really think about it. I always try and say, I'm sorry, do you not know who I am and - it's on the record, I couldn't possibly work in that industry or that company. I'm not doing it because it's a lustre on my CV.
I don't care if it's a big company or a small company or what reputation it brings, it has to be a company or an organisation that I care deeply about and where there's a values alignment and where I absolutely believe in the purpose of that organisation, irrespective of whether it's a listed company, a private company or a not for profit organisation.
I'm always surprised that the more those people searching for directors don't think about that first: who actually believes in our purpose? There were a lot of people who believe in the purpose of the mining sector. Terrific, but that's not where I can deploy my best skills. If I was there, it would be about transitioning that sector, but I'm not the right person in that sector. The boards I'm on, you know, really carefully choose where I am going to spend time.
When you commit to an ASX company, it's for at least five years, I think, for shareholders to believe that you are bringing value. So, five to ten years of your life, you can't be sitting there because it was a nice thing to do at the time or someone thought it’d be great for your CV.
I'm always in values alignment, and then once I'm in an organisation, I really seriously ask the organisation and then, I guess, executives in the companies on the boards would say they get very used to me asking, how does this moment, how does this transaction, how does what we're doing fit with our purpose? Let's go back to purpose, go back to values – and I feel that's an important role, that board directors do need to continue to ask.
We're living in a time where we're seeing a failure to do that on many senior boards that leads to catastrophes that are reputational, then become investor and then become consumer and workplace. You've seen this work, Catherine, on workplace sexual harassment. You know, if there's a company or an organisation that has not committed to understanding how to be a safe workplace for every person and organisation, whether it's their sexuality, their cultural heritage, their age, whatever it is. If there isn't a safe place for those workers, then the boards have failed because they've delegated that to an executive and they're not kept in touch with that.
Your work, your incredible work over many, many years and Kate Jenkins’ work doing that extraordinary assessment of workplace harassment in this country tells us that boards have not been playing their role as stewards of safe, great cultures that stick with their purpose.
Catherine: That's makes me also wonder because, as you say, I have written about it and spoken about it for a long time, as a major risk factor and I don't think that message has been taken seriously. I think Kate would probably say the same thing until recently. But I did want to ask you about that. How do you make your voice heard? Because we know that a lot of our listeners are probably thinking about possibly taking up a board, maybe they're on one. This is a very tricky thing for women. As you say, they often carry an extra mantle when they go into a boardroom. Any thoughts on what you've learnt over your fantastic career about how you voice some of those concerns that may seem quite peripheral to the other people around the board table?
Sam: It's a fundamental question. For those listening that are thinking about joining a board or going down that path, I think the first thing is really think about the values alignment with the organisation you're thinking of joining and have that conversation with the chair.
You get only one chance on entrance to negotiate or talk the chair about what it is you want to bring. I imagine there's a number of really important companies at the moment who are searching for directors who are in a state of great transition – new chairs, dealing with historical reputational issues or historical strategic issues. They will talk about ‘we're rebuilding our board to be contemporary and to be a different kind of board that understands the world where we are in’.
So, women, particularly, joining those boards, carrying that heavier mantle about their gender, I think need to have the conversation with the chair to say, ‘I do want to know that around this table I'm going to be able bring my unique and strong skills in X.’ (It might be in culture. It might be in strategy. It might be in the things we need to think about with reputational risk.) 'I would like to be someone who's bringing that and I don't want that to be a surprise. Are you comfortable with that?’ By getting that permission coming in, it's almost holding yourself with your chair to playing that role. It shouldn't be the role you play by yourself.
The other ask of the chair is ‘and can be at as a board regularly check in to make sure we are still current and we're able to draw on what we understand the world to be, and can we make sure our future board appointments make us more relevant to the customers and our own workers so that we don't get stuck in a kind of homogenous, reinforcing loop of people who have a similar life experience?’ – so, let's be the best board we can.
For those are actually on those boards right now, I think, again, it's conversations with your colleagues and your chair about the things you do want a raise and guarding against being the person who just always brings out one issue or becomes known as the person who is always on about that thing. It’s bad to get a reputation as the room will stop and ‘now we'll wait for Sam to raise issues she always raises’. That's not a great place to be the director. It's not great for the organisation and it is not great for the individual. So, working out where the broader range of things you want to be playing in plays to your strength. Be an active participant in the things that go to the heart of the company itself or the organisation. Don't be always on the single issue. Know that business well. Know that organisation well. Be broad enough to play in that space.
Then hold the things that you really care deeply about to deploy with your colleagues in moments that really matter. It's very hard on boards to have positions where you suddenly have to resign or leave because it says something about the culture of a board. You never want to actually deploy that, so working with your colleagues and the chair to say honestly in the reviews good chairs have at least every year, ‘This is where I think we're not going so well. Chair, I think you could do this better.’ You know, there are these difficult conversations.
As you said, this is a group of people go into a room regularly and have to face big issues and kind of come together for that purpose. You don't work together for the rest of the time. I also say it's good to know many of your directors and get to know their backstories. I think women do that much better. You know, I think I know more about them than they would probably know about me. I make it my business to know what moves them, what other things are happening in their life, so that when we have a conversation outside the board, it's about two people who know each other, not just on the issue we're dealing with at the board. The more you know about someone and what moves them and drives them, you can come up, you can get them to come along where you can be part of what they're doing. So that's the other thing, watch other people around a table; think ‘what do they care about? How can I help with this and make sure we have a really good conversation and I back that person in?’
Catherine: One of the things that Board Level does is, I think, really illustrate the richness of the network that women have and how they support each other and particularly in their aspirations or thoughts about pathways onto boards. How important that has been to you?
Sam: Absolutely, and critical, totally critical, and that's why we do operate in a different way. It's a very supportive, very open, a very leaning-in network. So I know that some of my women colleagues, whether they're on boards or in executive life, if anyone does something well, there's a whole lot of congratulations. Or when things are going really tough, when boards are going through really tough periods, I know that the most important thing I can do is if I know someone on that board, man or woman but it's often a woman, but not always is to get in touch and say, ‘how are you going? Do you need any help?’
This is really tough because most of the community does not know what goes on in boardrooms and if all you're relying on is the newspaper determination that board or, you know, that group of people, it never gets to the complexity and the kind of what goes on with a group of human beings dealing with real tough issues, trying to come to an outcome that has to satisfy so many different stakeholders. It's never easy. It's never just one point of failure. So, I think the women's network around senior life is one that is incredibly supportive and does reach out to each other. I presume that's what the men do as well. I don't get as much of that from my male colleagues but I certainly do it for them. I'll certainly be in touch with any of them if I think, you know, I can offer either help or just congratulate them and say I love what you did there, because I think it's important.
The other thing about professional non-executive life is it's quite lonely. Unless you've got a really solid foundation, you're working from, family and your own community. If you're on a few boards, you move in these satellite areas with different groups and you turn up in a room (or in a Zoom meeting, as it has been for the last eight months) with that group of people, and at the conclusion of the meeting, you leave and you don't see each other then for a month or two months.
If you don't have a really strong inner life, a sense of who you are, and connect with those people more generally, it can feel quite lonely in a sort of funny way. I think people don't really realise that you often end up at the end of a board week having been maybe on two company boards that week and get back and think, oh, goodness that group of people aren't my - I'm not spending anymore time with them again for another month or so. So who am I? Just knowing that's what that life is like.
Catherine: It's really salient I think, isn't it? When you start to think about your potential, pathway again, whether it's for you or not, all the strategic stuff, all the stuff about looking at the purpose of the organisation, you might want to be on the board of, etc., but also your personality and where you find you get sustenance.
Sam: And if you get sustenance from the doing of things and it being a team effort that you need reinforcing, in a real way every day, then that's where staying inside a company and running things and doing things and doing with a team and celebrating team success is where you should stay. It might not be in the company you're in. It might be in another organisational sector, but the celebration of doing things, as a team around a boardroom is very different. It might be the successful end of an AGM and the delivery of good financial results or a good appointment of a chief executive, or just general happiness in the way and tenor of the way the organisations run.
You never get to have that moment with the big dinner over the deal. If you're used to that, you know, in a working environment, that's not a feature of board life. Success come in very different ways and so long as you know what your personality and sense of character needs… My great sense of satisfaction comes from the long-term governance, the reputational outcomes, the cultural things we're laying down and holding true and taking some deep pride in that with that group of people during that time.
Catherine: Sam, what's changed in boardrooms in a general sense since you went onto that AFL commissioner role in your late 30s? What's different now?
Sam: Well, thankfully, there are more women, but as you know, as all of the women advocating for greater representation, we still haven't really hit anything more than the 30% threshold. In the ASX 200, we've typically gone backwards, and we've certainly gone backwards with women leaders as chief executives. Better in the broader ASX company… I think what we are there and we just need to keep on saying it's not enough just to get to 20 or 30%. This isn't a numbers game. This is about the quality of the decision-making and governance that will benefit always from having more women and more diverse people in those rooms.
The topics are different. You know, the things that used to be very difficult to raise are now front and centre. So, you know, I started talking about climate change and the ESG (environmental, social and governance) issues as an investor issue 15 years ago and it was seen as ‘let's get the sustainability person in’ or ‘are we just managing that fine, the corporate affairs teams got that under control’ – that has moved into the centre.
So, the ESG investors who are no longer just marginal investors, these are the superannuation funds. These are the big investors globally who have said they look at those things at the centre of their investment decisions. Boards have had to get themselves up that curve of all of the sustainability like tests so that's the quality of a culture.
Culture has moved to the centre where, again, it was ‘get the H.R. person in, tick that box’ when I first joined boards. I think we could do much better if more boards had people who had a deep understanding of how cultures are built, who have deep HR background, understand the systems that sit behind that. It's not just a hopeful, ‘let's just set a tone and values’ – this takes a lot of hard work, cultural development and the board needs to understand how to test that. Because if you get so far removed from it, things go wrong. We've seen that catastrophically in Australia, around the world, most recently. An investor steps straight in and demands accountability, so that's changed. We've seen directors step down. We've seen chairmen step down. We've seen chief executives sacked. That was not happening 10, 15 years ago, so, expect more of that.
The issues are much more complex and the carrying of that weight, as a governor of a – particularly a listed – company, I think is far greater than it was when I first joined boards. It requires people who have got the cognitive ability to take on that load, understand what the role is, not be frightened by it and open themselves up to the opportunity with the right group of people to be better and better governors of the long-term value of the organisation. I think we're starting to see that. I hope that's just the beginning of much higher-performing boards that have much greater diversity, that are not frightened, don't talk about these external things as not relevant, but look at everything as relevant to what we do around that table.
Catherine: Sam, if you had to nominate one thing that you wish you'd known when you set out on your NED career, what would that be?
Sam: It's such a hard question to answer because I think there's a suite of things now I wish I'd known, but if there's one – and it's grown with me over time – I wish I'd known at a much younger age about what actually happens when a group of people are charged with the responsibility of some of the most complex decisions in an environment where the rest the world actually is watching the outcomes.
You're dealing with people who've got their own limitations and their own life experience limitations and you are charged with some of the most significant decisions to make. Sometimes there are significant decisions about shareholders returns. Sometimes it's about the organisation's culture. Sometimes it's about the way the company or the organisation operates in the broader world. There's no end to the complexity of discussions that come to that group of people. It's so much more complex, so much more interesting.
I guess I underestimated the power of a great chair in that context. So, anyone who wants to be a chair – and I've had the great privilege work with some really exceptional chairs – to watch the chair able to bring that together, to allow the conversation to go out as far as it needs to without becoming disruptive and then bring it back in and come to a decision that is about the collective response, because what you know when you're inside a board is you can't have an individual view.
You don't take votes in good company boards, do not have majority votes. You leave bound by the decisions you make and sometimes you won't agree entirely, but you've got to have known that the process of bringing those really smart people together to make that decision, that you've been prepared to accept the outcome and then not go out and actually make it your business to undermine it. You are collectively responsible for what you do in that room.
To see the chair role, in making sure that all voices are heard, have those debates and then bring it in for the decision, that's a degree of complexity that I would have underestimated. On the flip side, I now see what those amazing duties are and skills are of exceptional chairs and how important that appointment is to make sure there's a functioning, an ability for that group of people to do the best they can in a really interesting set of circumstances, that are not always built for the absolute perfect answer, but need to get to the best answer given the structure that you're in.
Catherine: You've not only obviously observed those skills and seen them at a high level, but you've applied them. I can say that because I've seen them in action. Thank you so much, Sam.
Sam: That’s very kind. Thanks, Catherine. It has been lovely.
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