- in United States
- within Corporate/Commercial Law and Insurance topic(s)
Speakers: Amanda N. Raad, Nitish Upadhyaya, Richard Bistrong, Rachel Samren
On this episode of Culture & Compliance Chronicles, Amanda Raad and Nitish Upadhyaya from Ropes & Gray's Insights Lab, and Richard Bistrong of Front-Line Anti-Bribery are joined by Rachel Samren, a board director, responsible business advocate, and crisis management expert. The discussion centers on the changing demands of board membership, including the need for clarity, agility, and continuous learning in today's complex risk environment. Rachel shares practical advice for new and seasoned board members, emphasizing the importance of integrated risk management, open communication, and upholding organizational values. The episode offers actionable tips on effective governance, crisis management, and fostering a culture of collective responsibility for compliance and integrity.
Transcript
Nitish Upadhyaya: Welcome back to the Culture & Compliance Chronicles, the podcast that gives you new perspectives on legal, compliance and regulatory challenges faced by organizations and individuals worldwide. The clue is in the title—culture is at the heart of everything. It's the endlessly shifting patterns that govern our environment and behaviors. The magic is in amplifying certain patterns and dampening others. Let's see if we can pique your curiosity, get you to challenge some of your perceptions and give you space to think differently about some of your own challenges. I'm Nitish Upadhyaya, and I'm joined by Amanda Raad and Richard Bistrong. Hi, Amanda and Richard.
Amanda Raad: Hello, hello.
Richard Bistrong: Hi, everyone.
Nitish Upadhyaya: Last time we were recording with Archana Kotecha, and she talked us through some of the work that she's doing in Asia thinking about modern slavery and the approaches that you take to assessing culture in factories, how you bring people together, how you manage stakeholders and align, using things that are common to one another, rather than focusing on the differences. And who do we have today?
[1:10] Getting to Know Rachel
Amanda Raad: I'm so pleased that we have Rachel Samren with us today, who I met not terribly long ago but have been trying to get to know better and better since the moment we first met. Rachel deals with everything thorny or tricky. She is a self-described corporate diplomacy and responsible business expert, but she deals with all kinds of complex stakeholder engagement, crisis management, responsible business, governance, compliance, geopolitical risk, you name it. Lots of experience with boards, both working in the corporate and nonprofit sector. And I'm thrilled to have Rachel with us today.
Rachel Samren: Thank you, Amanda. Thrilled to be here. Looking forward to the conversation.
Amanda Raad: We start all these conversations, Rachel, with a chance to get to know you a little bit better with a rapid-fire hot topics segment, and I can't wait to hear what you have to say about these things. So, let's kick it off first with three things that we should know about you.
Rachel Samren: I am very much a sea-to-summit girl. I love being outdoors, whether it's on the sea, in the sea, swimming, diving, marveling at the whole underwater world, but equally thrilled to be in the mountains and in the winter, in particular. But I think if I had to choose, the sea probably wins between the two. It's just really important for me to be in nature. It gives perspective, and it reminds you that the world is a lot bigger than the daily corporate challenges that you deal with. I'm quite a globe trotter—I think that's the second point—having been brought up and traveled and worked in more countries than I can count or remember. That might seem rootless to some, but to me, I see that rather as a gift that has made me recognize that wherever you are, there's a joy to be found in the most basic of circumstances. And thirdly, given it's Wimbledon in London where you are, I thought a fun fact is that, as a teenager during high school years, I worked as a certified tennis coach for kids. I also played on a team, but the teaching of the kids, probably now with hindsight, was the start of me really enjoying to see people learn and develop and grow.
Amanda Raad: I love it. And I, like you, actually am a big fan of both the sea and the mountains, and my favorite is when they're combined. I feel more centered now already just after listening to you talk a little bit about this. Alright, what is one thing you are curious about?
Rachel Samren: I have always been curious and remain curious about nature versus nurture in relation to behaviors, and especially wrongdoings. My starting point as an individual has always been that people are inherently good, but then, of course, I've seen a lot during my professional career, in particular, where that hasn't necessarily transpired. I've seen wrongdoings, and I continue to be puzzled by the way and the why. So, I always try and understand more about the why, and how is that behavior influenced by personality? Taking that a step further, my latest curiosity is linking it to neuroscience and, in particular, brain science and the role of the amygdala, which is the part of the brain that plays a primary role in processing of memory but also decision-making and emotional responses, in particular, under threat, and I find that fascinating.
Amanda Raad: And very relevant, given the situations we all find ourselves in when we deal with crisis management. Last hot topic question: What is the last thing that surprised you?
Rachel Samren: On a personal, perhaps rather trivial, level, it is how easy it is to make a panna cotta. Now, chefs out there might disagree with this, but I love cooking for dinner parties but I'm not big on desserts. And recently, with a little bit of time pressure, just didn't know what to do for dessert for a dinner party, and a friend said, "Oh, it's super simple." I thought it sounded complicated, but I have to say, a lot of vanilla, a lot of cream, some fresh berries—it was quite a hit. On a more serious note, perhaps, I'm surprised by how we collectively are sleepwalking with eyes wide open into a world of shifting values. We're not shifting for the better, where honesty and transparency and integrity seem to become optional in behavior, and I find that incredibly frustrating, depressing, as well as scary all in one go.
[5:30] How to Be an Effective Board Member
Amanda Raad: Starting with the very serene setting of the water and the mountains to the very real challenges that we deal with on a daily basis. We have a lot of listeners who either may themselves sit on boards or certainly work very closely with individuals sitting on boards. I know you've had a lot of experience both in the corporate and also in the NGO setting. It would be great to hear any lessons learned on how to be an effective board member.
Rachel Samren: I'm learning every day. I'm still learning, and I think that will be a continuous learning journey for everyone on a board. In theory, being an effective board member should be relatively straightforward, as long as you have at the center of it, I would argue, clarity. Clarity on goals and focus—why you are there. Clarity on governance and structures of the organization. Clarity of roles, responsibilities and duties between the board, management, etc. And clarity of mind, to resolve matters and issues constructively. But, of course, it sounds a lot simpler than it is in reality, especially in a world where many boards, whether it's corporate, NGO, academic, are having to deal with this incredibly rapidly changing, multidimensional, complex, challenging external environment. That puts entirely different demands on boards and hence the continuous learning, I would say, because it puts new demands on boards in terms of knowledge, in terms of experience, in terms of composition. The old playbook of seasoned CEOs or CFOs who read the board deck, show up, and can provide strategic guidance is just not adequate anymore.
Boards need to grapple with so many issues, so that in order to be effective, it requires more time, and it requires more focus. You need to be able or willing to dedicate that time. It requires more diversity of skill sets, more willingness to deal with very tricky and at times more hairy issues, which in turn then require clarity of mind on topics such as governance, ethics, compliance, which previously were there in the backbone and seen as a given. Now they actually need to be thought through and addressed in a very different manner. To be effective these days, there is an obligation on you. Board members are both custodians and stewards, but there's really an obligation to keep learning these new topics so as how to best analyze them, challenge them, guide management, whether that's geopolitical issues, sustainability, environment changes, ethics, etc. Understanding what ethical decision-making is is now a real topic in a boardroom. So, I think, to be effective, you really need to keep on learning in a sphere that would normally be put down to the individual learning journeys of a board member and dedicate more time both to the learning as well as to the practitioning of your duties.
[8:25] Emerging Need for New Skill Sets on Boards
Nitish Upadhyaya: You talked a little bit in that about the diversity of skill sets. You talked about learning as well. What are you seeing as the emerging needs for boards? From a practical perspective, what do board members need to be doing or adding to the group so that people are managing risk in a way that is most effective?
Rachel Samren: I think it's a combination both of how the board members work, as well as knowledge. The board members work in terms of the agility and, I said, the time commitment, the availability. The world is changing so rapidly, so there might be issues that are outside of the normal board cycle that need attention at a different point in time, so that level of agility needs to be there. And, as you said, that broader risk management, which means that everyone needs to have what I would call the more ocean's-wide knowledge, rather than the knee-high knowledge, of really being able to see the bigger picture. It's no longer sufficient to say that you have various board members with various skills where one plus one equals three—you almost want every individual to have the one plus one equals three within them, in order to be able to see that bigger picture.
Nitish Upadhyaya: That's fascinating, actually, and we often see different board members playing different roles in different situations flexing and being resilient because they might be missing a board member, or they might see a different perspective. We love stories on this podcast. Give us a story about times when you've seen this go well.
Rachel Samren: I've seen it on several occasions. And I think you're absolutely right to say that individual board members fill different roles, absolutely—but, I think, today's environment requires more above and beyond that. I think the boards where this works the best and an example of that is when you have very tricky situations, say, a compliance matter that you're dealing with where you allow for an open and honest discussion where people contribute both their skill set, their function expertise, but actually also opine on something that's beyond that but do so in a constructive and open and transparent manner, I think that's when you really see the value of that bigger picture coming together.
[10:40] Integrating Responsibility for Risk, Integrity & Compliance into Organizational Culture
Richard Bistrong: Rachel, pivoting on that, let's say your ethics and compliance leader, your chief compliance officer might have a very limited piece of time to report into an audit committee, a governance committee, and usually that's around, "What kind of investigations are we seeing? What's our hotline look like?" Just some basic metrics, and then out the door. From what I'm hearing, that's not a model that is appropriate for our ever-changing world of risk and volatility. How do we better get information from the field to the board so that they can make better decisions? What have you seen work?
Rachel Samren: I have a saying, which is "Risk is owned by everyone, integrity is owned by everyone, and compliance is owned by everyone." It's not a function, a team, an individual, a chief something officer who's neither owning it or doing it on behalf of everyone. And I think it needs to be instilled from that point in the culture, in the leadership where you allow for the whole organization to both feel and have, and actually work with that ownership. So, it's about integrating it into business strategy, if you like, integrating it into culture, which requires very cross-functional work. The chief people officer, chief legal officer, chief compliance officer, the COO, the CFO, and at that level, if it becomes integrated in the thinking and the decision-making, that also creates for a much more natural cycle with the board of having it in the decision-making even on what normally would be business topics. So, let's say, if you're in the technology world or technology sphere, and you were having a discussion at board level about technology procurement, within that, if the culture is right, the CEO would have asked the chief compliance officer, the chief legal officer to have a part of the slide deck that talks about the technology choices also cover sanctions, compliance, the ethical considerations. It shouldn't be on the side—it's part of the integrated business discussion.
Richard Bistrong: If it's not happening as part of that integrated business discussion and the culture isn't, "Responsibility starts with me," do you feel that the board has a responsibility to make sure that that's happening? And what kind of questions should they be asking to make sure that that's happening?
Rachel Samren: Absolutely. They are ultimately the ones that set the tone from the top in terms of the values of the company, together with management, of course. I think this comes back to, like I said, the duties of the board being custodian and steward. What kind of company do you want to be? And that clarity that I started out with—the clarity of the goals and objectives. Who do you want to be and what, with that, are the expectations of the board on management, on the culture they expect to see in the company?
[13:35] Managing Differing Opinions on a Board
Amanda Raad: What do you do when there is maybe a different subculture even at the board, where there's a difference in thought at the board level, just on not necessarily values but the best way to achieve the goals? I think of situations where there's a lot of discussion about how to approach an investigation into a particular issue—how much resources, when, and how. There can be very valid arguments and perspectives around all of that, but what do you do in those situations where you are trying to create a comfortable environment for everyone at the board level to express their perspective, but you may have real differing views?
Rachel Samren: I think regardless of the topic, whether it's an investigation, as you mentioned, or something entirely different, certainly from my experience, the best way of managing relationship in a board is first of all to listen and understand. And it takes me back to one of the first points we discussed—the why. Where is everyone coming from? What might be their underlying facts or understandings and, if so, for what reason? You listen and understand, appreciate that there could be a divergence of opinions, as you said. They might all be valid—they're not necessarily mutually exclusive. Then, you need to look at, how does that divergence relate to the overall duty of the board, again, as a custodian, as a steward? I think a key part of that needs to be unity. That's very much the role of a chair of a board, but it's also for individual board members to support on that—ensure a unified understanding and vision of where you want to go, even if you then, at times, disagree on how to get there. I think it's absolutely key that you have that understanding, because the visions will only always end up being a longer and more painful road. And get that understanding by honesty, transparency, closing any information gaps, and again, remembering that clarity of focus, expectations, duties, and that bigger picture.
At the end of the day, whatever the topic might be, you also need to be true to yourself. I had a discussion with a colleague who I wasn't on the same board where this was applicable, where she mentioned that she could not find that unity—she could simply not agree at the end of the day with some of the decisions in relation to her values. And so, ultimately then, she made the choice—she left. You wouldn't want that to be the case necessarily, but, I think, that's again, that clarity of mind. Can you achieve the objectives and the goals with the less painful road in the right manner? Every individual for themselves ultimately needs to decide if they think that's feasible or not.
[16:20] What to Do When You First Start on a Board
Nitish Upadhyaya: I think that brings me to a question that I have for lots of directors or that people give me quite often: What do I do when I first start on a board? Especially people who are doing this for genuinely the first time, what are your tips, tricks, practices when you are getting on a board for the first time?
Rachel Samren: It, of course, very much depends on the type of organization and the maturity of the organization. But if we were to assume that it's a relatively mature organization, hopefully they will have an induction program for you. If not, then the first point would be to ask for it. It will be an induction again to what we talked about at the beginning, in terms of making sure that you understand and have clarity around the governance structures of the board, because ultimately, everything comes back to the governance structure. What are you empowered to do? What are you expected to do? How do you fulfill your duties? What is the structure within that, in terms of board versus management? Who has rituals and responsibilities? What are your powers—if you like, for lack of better descriptions—within that structure? So that you know the entire playing field, and you know what you're delivering against. Then, of course, induction meetings to understand the strategy, to meet the leadership team, and then, often a best practice would be that there are ad hoc sessions organized for board directors who want to deep dive into a particular topic. So, I would say, if you're a first-time board director, deep dive into as many as possible—soak up the knowledge and the understanding as much as you can. And, of course, I would imagine that you would have had frank conversations with the chairperson about it being your first board role. Maybe ask if you can ask for guidance at times. Maybe ask for feedback. It's a two-way street, so you can do a lot yourself but hopefully the organization also provides for a lot of relevant introductions and induction materials.
Nitish Upadhyaya: I like that, that idea that it's okay not to know. I tend to have a number of board execs, and they just have the weight of the world on their shoulders, especially if they're representing investors—they've got multiple duties to multiple parties. Can you tell me a little bit more about some of your experiences coming onto boards and what you found maybe feeling some of those emotions?
Rachel Samren: Yes, absolutely. And you do because, ultimately, you are there on behalf of someone else—unless you're, of course, a shareholder yourself, which then usually will transpire in a slightly different structure. But often, certainly as an independent director, you are absolutely representing someone, or you've been appointed by someone, but you're not representing them, so you need to also straddle that bridge. You do feel that pressure, but I think transparency and communication are key to those—making sure that you understand the objectives of the shareholders, because ultimately, they are the shareholders, and know what is expected of you to deliver on that.
[19:20] Getting Resources from the Board
Amanda Raad: Shifting gears just a little bit about resources. Resources are always lower than people want them to be. Obviously, we always want more, and you have to justify your resources and how you use them. So, from the board perspective, can you give any guidance on how things have been presented to you that worked? Why you are supportive of allocating additional resources to compliance, for example, in a particular situation, and what not to do? I think that's something that everyone working in this space struggles with pretty much all the time, and particularly, I'm hearing it a lot right now.
Rachel Samren: For me, individually, of course, you're preaching to the converted, so I do know how valuable it is, but I also recognize that many companies are trying to save costs, are trying to be efficient. I think, again, the starting point needs to be an open, transparent discussion—these are not necessarily all mutually exclusive. I think it's about taking a risk-based approach—as I'm sure you have also heard many discuss—and look at what is needed to again live up to what goals and objectives you have. What are the values of the company? What has been agreed, and how do you actually achieve that within the means that you have? That could perhaps be that certain things you phase out and do in a different timeframe than you had originally expected. But again, that comes back to that risk-based approach. Of course, that is not the norm and hopefully shouldn't be the norm either. The easiest is when you've had really big issues, because then it's much easier for everyone to understand what is needed and why. It's always harder to get resources, whether it's in the compliance sphere or for something that is in a certain individual's mind a hypothetical risk. So, it's more about showing the benefit of it—it's as much of a carrot perhaps or even more of a carrot than a stick. My recommendation would be do not start with the policeman story as to all the rules and the regulations that apply—start with what the business is going to achieve by doing this.
Richard Bistrong: Rachel, going back to some of our earlier discussion, when we look at all the new risks, this world of volatility, anxiety, uncertainty, and then you look at a board agenda, there's so much pressure for every minute in a board meeting. Who's the person on the board that says, "We are not looking at this with a forward-leaning perspective—we're just consistently looking back. We need to change things up here. We need to be looking at new committees, maybe bringing in new subject matter experts." Who's the person to shake up that agenda?
Rachel Samren: I would say, Richard, that there isn't necessarily one person. It comes back to the requirements of being an effective board member in today's world—having that agility, having that bigger picture thinking. I've probably been very fortunate that the boards I'm on at the moment, we've had those discussions on all of them. If I look back now over the last 12 months on certainly the corporate board, which is a communications company, I think the agenda has changed for pretty much all board meetings at some point during the journey towards that date exactly for that reason. That could have been an individual board member flagging something. It could have been the CEO flagging something. It could have been the chief compliance officer asking the CEO for some time and/or the chairperson. So, I think it's more back to the effectiveness of each board member and how they invest the time and the understanding in relation to what the board and the company that they're serving is facing at a given point in time, and that comes back to that point of agility, as well as really being there, being present, being dedicated to it.
Richard Bistrong: I think that's very helpful not to have those agendas set in stone when the world is very much changing and is just not standing still.
[23:20] Advice in Uncertain Times for Board Members
Amanda Raad: You've talked about the world and the changing world that we're living in and the pressures all of that cause. How are you navigating that on an individual level? How do you bring that to your work? And what advice do you have for all of us as we all are navigating these times?
Rachel Samren: I've had the benefit of working with crisis management for a very, very long time, and I think there are a couple of points to what to take into that and what not to take into that, both on an individual level, but also, in order to best serve whatever role and organization you're in. Don't make assumptions without facts. Don't jump to conclusions. Be open-minded. Back to my starting point about nature—remember, there's a big world out there, that matters are relative. Keep that perspective and always sit down and say, "What are we trying to solve for?" Every individual can only do so much. We can do more together, but what are we trying to solve for? It's very easy in this ever-changing world with conflicts and new crises popping up that every mini-crisis becomes a very large crisis by just going down in different directions or rabbit holes, all of which might have to be closed off. It's human nature to try and solve something that feels threatening straight away, but that's the last thing you probably should do. Instead, try and get that perspective. Remember, always, that focus. What are your policies? What are your procedures? What systems do you have in place to deal with it in the right way so that if you think 10 years ahead and people would look back, did you do the right thing in the right way given the facts you had and the circumstances you were under? And never underestimate human nature. I think what we're seeing a lot of as well is—given that the majority of boards and individuals have not had to deal with crisis as a normal state of affair—human nature plays in. Even with the best of intentions, many people want to help but haven't got necessarily that experience and, therefore, go outside of processes, procedures, policies or outside of the structures or delegation of authority of the relevant skills sets, and that only creates more problems. So, I think being able to take that step back—and that's certainly what I always try and do—and take that time. It's very rare that taking a little bit of extra time or asking for a few extra perspectives is going to hurt. Unless it's a life and death situation, which hopefully is very rare, it will be worth it to step back, analyze the facts, think about where you are, what's the question you're solving for, and get the different perspectives.
[25:55] Key Takeaways
Nitish Upadhyaya: I think you're absolutely right about human nature there as well. One of the things that you framed was the action urge, this desire to do something. Often, to your point, just taking that breathing space can make a really big difference to the eventual outcome and also to your ability to process all of these things that are being thrown at you. You do often have more time than you think, even though it seems as though everything is really on you at that point. So, I think that's my big takeaway. Richard, coming to you next, what are your big things coming out of this conversation?
Richard Bistrong: Flexibility over rigidity. We're just not in a linear environment right now. I didn't appreciate, Rachel, until our conversation, just the impact an individual board member can have on the team. We look at a board with a capital B like it's this single unit, but you gave us a great appreciation of the impact that one person can have on the agenda and counter narratives in terms of how issues should be approached. So, thank you.
Amanda Raad: I think my biggest takeaway, Rachel, from our discussion is the importance of giving ourselves time and space, and the importance of the pause, and also, getting comfortable with not knowing answers and asking questions and not being tied to any particular outcome, both of which, I think, are hard for people to do. We're trained to have answers and to respond quickly. In many cases, really it sounds like we need to do just the opposite—slow down and seek more input. And so, I think you highlighted that really well.
Nitish Upadhyaya: Rachel, we've had so many interesting pieces of advice and tips from you, but if there's one or two things that you really want our listeners to take away from today, what would you want that to be?
Rachel Samren: Be clear about the values and keep the focus on adhering to those, even when, as Amanda said, there's so much pressure, so much new information perhaps, so much unknown, and such a human nature desire to fix for the problem right away. That's usually when you end up in trouble if you do not step back, remember the core values, remember that there is a way, that there are policies and procedures to guide you, but be agile in applying them to new situations.
Nitish Upadhyaya: What a wonderful piece of advice to leave with our listeners. I always say that values are how you show up in the tough times—the gray area situations. So, something for everyone to bear in mind, and maybe a bit of self-reflection as to when something like that pops up. Thank you so much for the time, the stories, the ideas, the tips, the tricks. I suspect there are going to be lots of people looking at this, adding a little checklist of things that they're going to do the next time they're on a board or when they're advising or coaching a board or doing a board evaluation, because there are so many different interactions where boards play a big role.
Thank you all for tuning in to the latest episode in our Culture & Compliance Chronicles series. For more information about our series and any of the ideas discussed today, take a look at the links in our show notes. You can also subscribe to the series wherever you regularly listen to podcasts, including on Apple and Spotify. Amanda, Richard and I will be back very soon for our next chapter. If you have topics you'd like us to cover or novel perspectives you want everyone else to hear about, get in touch. Thanks again for listening. Have a wonderful day and stay curious.
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