Listen to Episode 41 on Apple Podcasts

Guests: Doug ChiaPresident, Soundboard Governance LLC

Hosts: Dottie Schindlinger, Executive Director of the Diligent Institute, and Meghan Day, Senior Director of Board Member Experience for Diligent Corporation

In this episode:

  1. To add—or not to add—a new committee? Today’s stakeholder focus begs the questionbut be cautious of “committee proliferation and management duplication, Chia warns.   
  2. ESG (and E-ESG) are now board essentials. It’s about how you re-engineer your business,” says Chia—and this includes employees, equity, and addressing systemic racism. 
  3. Moving from crisis mode to long-term strategy.  Especially now, the board plays an important role in helping management think about the future. 


This has been quite a year, 2020, and I feel like outsidethebox conversations on governance are needed, “ says co-host Dottie Schindlinger. Doug Chia joins her and co-host Meghan Day for such a conversation, which covered committees, crisis management, capitalism, ESG, and more 

 “I honestly feel there is no topic we can stump Doug with—he is such a well-rounded governance geek,” says Schindlinger. 

 Chia is president of Soundboard Governance LLC, fellow at the Rutgers Center for Corporate Law and Governance, and senior fellow for The Conference Board ESG Center. He has served as executive director of the ESG Center, assistant general counsel and corporate secretary for Johnson & Johnson, and assistant general counsel, corporate for Tyco International 

To add—or not to add—a new committee? 

As we move to a different model of governance, should the board structure and their agendas change accordingly? It would seem actually kind of crazy if It didn’t.

Doug Chia, President, Soundboard Governance LLC

As vehicles for targeted, deep-dive conversations, committees play a critical role in efficient, effective board operations. The audit, compensation, and nom/gov committees emerged in the wake of the Enron and WorldCom scandals. Should today’s boards similarly revisit their committee structures in response to evolving conditions, like the business world’s shift from shareholders to stakeholders 

 What committee looks at the customers? What committee looks at the employees beyond those 10 at the top? Chia asks. 

 According to Chia, some issues may merit a committee—like technology, public policy, science, and risk, which has long been a staple for financial institutions. Yet boards should be careful not to stray too far into the purview of management and should avoid overdoing it with “committee proliferation.  

Chia presents Airbnb’s dedicated stakeholder committee as an example. “I think that’s a great idea, but it shouldn’t lead to each stakeholder being covered by a certain committee,” he says. 

ESG (and E-ESG) are now board essentials 

Should boards address environmental, social, and governance (ESG) goals with a special committee, or is this an overarching systemic topic?  

Definitely the latter, according to Chia. “The concept of sustainability is not about tree hugging and using hybrid cars. It’s about how you re-engineer your business around the concept,” he says. “For Larry Fink at BlackRock to say ‘okay, we’re embracing SASB and TCD reporting standards—that’s a big deal. 

You can’t just ignore [ESG] or have some kind of short-term fix or make some kind of a lofty statement and then call it a day.

Doug Chia, President, Soundboard Governance LLC

For example, the board can play a powerful role in addressing systemic racism, which Chia discussed in a recent episode of Inside America’s Boardrooms, and in improving equity overall. For the latter, Chia cites a recent paper on inclusive capitalism by Leo Strine—”the most influential jurist in terms of corporate law for this generation, and he has a lot to say.”  

Day agrees. The essay sets up the importance of employees moving forward in the responsibility of corporations—that in fact [ESG] should be E-ESG. 

Schindlinger and Day heard Strine speak at the recent Salzburg Global Corporate Governance Foruma virtual event this year co-sponsored by the Diligent InstituteHere he shared another essay about ways compensation committees can tackle inequity. “Definitely worth a long read,” says Schindlinger. 

Moving from crisis mode to long-term strategy

How do you move from a posture of crisis management, just ensuring that you can weather the storm, to thinking differently about how your business may be operating?

Doug Chia, President, Soundboard Governance LLC

As COVID-19 accelerates the trend of putting more on the boards plate, with higher expectations, “the strategic advisory piece often gets overlooked, Chia observes. 

With so much to deal with just on a daily basis right now, “the board needs to support management with the shortterm struggles while helping them keep an eye on what the future looks like,” he says.  

“The changes might have to be drastic and that might affect what you’re going through now,” Chia adds. This might be the time to consider moving out of certain markets or product types, like IBM did with typewriters and laptops. “These were big moves that showed they were very forward thinking.” 

Listen to Episode 41 on Apple Podcasts

Also in this episode . . .

Chia talks about the Soundboard Governance Challenge—a quiz for all governance geeks—and the need for director resources. 

“You have 12 people, half of them retired, with no support staff trying to do a job that’s much harder, with much more time demands than before,” Chia says. “If they’re going to do this job the way everybody wants them to, they really need some support.”  

Resources in this episode