 So the purpose of today's webinar is really to explore some of the myths and principles of good governance and we're going to do that through the lens of a fictional case study. The webinar is also going to provide insight into the type of content that is explored through CISL's new eight-week online course, Governance for a Sustainable Future, which is due to commence on the 31st of January with its first online cohort of students and is open for registration now. So we'll drop the registration link into the chat in just a moment. And the case study that we are exploring today centres around a business dilemma. So for this discussion, each of our five speakers are going to assume a fictional role within the company to engage with the dilemma. If you want to know more about today's speakers and their non-fictional roles, then please check out the webinar page, which we'll also share a link to. Just a quick note on the webinar flow today. Our speakers are going to engage in a case discussion for about 20 minutes and after this they will drop their fictional roles and analyse the decision making process, also invite you to join in at that stage to kind of engage in the discussion. And this is where we will be drawing connections to some of the principles of good governance that are further explored in CISL's new online course. We're encouraging interaction throughout the webinar. I don't think the Q&A function is working, so please just use the chat. And as I said, please introduce yourselves as well, ask any questions that come up because we do have 10 minutes for Q&A at the end. So just briefly to give you an overview of the case that's going to be discussed today, we will drop a PDF in the chat in a second so you'll be able to see some more details about it. But in summary the speakers are in a meeting of the board for the company Natural Intelligence. Natural Intelligence is a tech giant and they are contemplating moving their manufacturing operations from Taiwan to Sacramento in California. The decision is prompted by geopolitical tensions and also an opportunity to contribute to the US economy. The US government has offered incentives but the board faces complex considerations that you're going to hear about in a moment. So thank you for joining us today. We hope that this webinar provides valuable insights into decision making and governance for a sustainable future. I'm going to hand over now to our speakers and to Richard Calland who for the purpose of this discussion is chair of the board for Natural Intelligence. Well good afternoon colleagues. Thank you all very much for joining what I think is going to be a very momentous day for our organization. Thank you for making time in your busy diaries to be here. The board, I've invited some significant members of our management team because of the nature of this decision there to assist us should we call upon them. So let's get on with it. We're going to be approving a decision that is going to have enormous impact but I think it's a clear cut decision. But let's run through the formalities nonetheless. Vicky, the general counsel I think you're well positioned to present the main credentials in favor of this decision. Oh by the way it was good to see you last night. I thought you know Google do throw a good party don't they? I must say. Fantastic wasn't it? It was super. I hope you didn't drink quite as much as I did but anyway I was feeling it this morning. It was very useful to see you there last night. Anyway run through the arguments in favor of this decision would you? Yes of course Vicky. So as general counsel I'm of course here to summarize that the board has before it very exciting capital investment proposal to relocate our manufacturing operations to the US given the current political tensions in the South China Sea. At this meeting we need to establish whether there is agreement to proceed to phase two of the negotiations with the US government to secure our site in California and to commence the transition planning to scale down incrementally our operations in Taiwan and ramp up the operation in the US. So we anticipate that the company will retain about 30% of the current capacity in Taiwan for at least the next five years. I have liaised with senior management the marketing department I can report believes that having products made in the USA will attract more consumers and it's likely that that will result in at least a 20% uplift in our current revenue should and that should be the result that we are expecting and they also estimate that the brand value will increase substantially and that will safeguard us from any competitors in the foreseeable future. Additionally finance of course the most important group have reviewed the proposals and expect that the project will yield a very positive net present value and the grant from the US government would differ any significant borrowing costs and of course our strong sustainability leadership and with the Taiwanese facility and the international recognition that we have for green performance means that funds can be borrowed at a lower cost of capital and the increased revenue that's expected to far outweigh the short term spiking operating expenses during this transitional period. So overall I as the general council and the senior management team strongly recommends that this proposal go ahead unimpeded. Vicky thank you so much you've presented the matters before us with your customary efficiency and comprehensiveness and I am extremely grateful to you seems to me as I said before pretty open shut decision for us the case for this move is is overwhelming isn't it colleagues for formality's sake though let me just go around the room and and see if there are any possible objections to this. Bola I see I see your hand is raised Bola I should give you the floor and give you an opportunity to speak it's very important to hear from non execs on a decision such as this go ahead please. Thank you very much chair and I would also like to give massive effort that's done to putting all this information together. The black art and to allow management to please present us with more information on the proposal I think it would be more useful about the thinking around this great strategic recommendation. Bola I have to say I'm sorry we're having difficulty hearing you what a pity because your perspective on the such matters is always so interesting I'm afraid we'll have to move on because time is against us and we need to make a decision today Beatrice your hand is up please go ahead. Yeah thanks Dickey Richard I think I would like to be heard for a few minutes I am the Chief Sustainability Officer in charge of ensuring that we're focused on sustainability I know you'll lose patience with me very soon but I think it's important for me to point out that my role is to ensure we live our purpose our purpose is currently worded as being we need to be world leaders and new connected technologies offering seamless integration across all major appliances and devices in the home now as you know I'm currently focused on steering us in a new direction where we can become a purpose driven organization and this was discussed at the last board meeting and this means that we really need to focus on the long term well-being of planet and purpose so you're not be surprised to hear that I struggle with why we are having to close Taiwan at all given as Dickey kindly pointed out its strong sustainability credentials and I haven't heard anywhere in your presentation how the impact on people and planet this decision will have and why we're being rushed. Thank you Beatrice I mean I'm always grateful for your contribution on this subject and you're always very compelling on the subject of purpose although I must admit I haven't fully grasped it yet does seem to me our purpose is about financial sustainability as well we have to make sure that we are resilient for the long term and and deliver value and and this proposal surely does that for the reasons that Vicki's outlined. Mario your what do we call government relations now I think I think we call it public affairs I mean you're our new public affairs exec have you have you did the regulatory aspects of this have you engaged with the the politicos on this I presume you have in your normal suave fashion go ahead. Indeed Richard thank you I think from from our assessment of this proposal we think there's a lot of good news stories that can come out of this we know that the US government is right behind this we know that you know the whole mantra of bringing back jobs to the US will play incredibly well we know that there may be some negative NGO concerns about you know large multinational extracting value from a developing country and then kind of walking away but we think we can manage all the perceptions around that and I think really turn this into a really good news story and we have a lot of leverage with the US government as well so I think any concerns there are about water supply or any of those sorts of things I think we can ask the government to provide some sort of guarantee on that front because we're we're seeing the negotiations are panning out very positive and very much in our favor. Well that's very useful Mario I must say where do these concerns about water come from Bola is that something you'd like to address? Bola I'm sorry I've still got a very difficult connection I'm afraid. We'll have to come back to you once again on that maybe you could draft a memo or send that through Vicky on this question of purpose we keep coming back to it at board meeting after board meeting and it seems to be a sort of grit in the wheel really of our decision making. Reporting you're in charge of our reporting we're ticking all the boxes aren't we there? Oh yes yeah we've got fantastic compliance department so as long as we're covering that you know that's really our obligation and as long as Mario's covering any reputational issues that could hit our bottom line I mean you know what else is to talk about really I mean you know I do get purpose can be really useful for those good news stories but I think we've got that in hand. Oh that's excellent news and on the risk profile front I saw Jimmy phoned the other day said his company's been sued those friends of the earth people in Holland are pretty active these days any any risk liabilities lining up for us not going to be sued are we? Well you know safety in numbers hey gosh what's coming through and the extent it's coming through there's so much chaos there'll be so many people that are non-compliant but even if you know we struggle a little bit I think we'll be down on the list of you know they can't police at all so I'd say that's a calculated risk it would be really silly for us to do something that would hit our bottom line just in case you know we don't take a box across a tea or something somewhere there'll always be people that are worse than us that's for sure. Excellent that's a very good calculation I would say Beatrice can I come let's just deal with the water matter before we move on it does seem to be something that Mario's concerned about he tried to underplay it a bit but I sense some disquart on his front so so let's deal with that as Chief Sustainability Officer you're concerned about the water issue here? Well yes of course I am Richard very concerned about it it looks like we might need to use a very large amount of water and what I would like to ask the board if it would consider making some capital applications so that we can invest in technology which allows us to use less water that that would be really really helpful in this case. Well that's going to have to be made out as an investment case have you done the paperwork Beatrice if you set out those details for Vicki and her team to consider? Yeah remembering I mean we need at least three year payback I mean even three years I mean we very rarely we're doing investment three years so three years or less please Beatrice here. Yes of course I will go away and prepare something it is something I've raised in past meetings and I did do a paper last year I guess it didn't make it up to the agenda. Well I think that's why we have the sustainability subcommittee don't we I think that's that's where such ideas go to be how can I put it handled? Yes we're still forming that as we speak. I see very good. Maria can I just come back to you on on the public affairs matter have you engaged with a broader you talked I think compellingly about the conversations with the American government and they're clearly friendly and warm very warm to this idea what about the NGO community have you have you engaged with them? So there is so I did have I did catch up with Bola for coffee the other day because she was concerned about our reputation there is quite a lot of NGO effort about just how much water we would use if we were to build a plant in Sacramento and that could raise a lot of issues for the local community because at present there is no additional water supply coming on stream for the next decade so NGOs have been quite vocal in terms of their concerns just on the the drain we will place on the the resources in the area so I think I think unfortunately Bola's technology wasn't working today but I know she did raise that with me personally so I do feel like I do have to report that. I mean we've just brought in that risk register Dickey haven't we we can just put it should put that on the risk register that seems like probably that will be nicely covered I agree with you Vicki I just wonder I think I should Bola give you one last opportunity to see if you can effectively connect with this meeting it's great pity you haven't been able to but as the non-exec I'm keen for your consent before we proceed so Bola Bola's got your hat you've got your hand up I'm afraid I can't hear you Beatrice can you jump in perhaps you can help on this and it'd be great if you could unmute I think that would help us all. Thank you Richard I know time is precious but there were just a couple of other areas that we needed to focus on what water being important the other being our employees in Taiwan and other centres that marketing centres we have around the world but what their views of this are and and many other stakeholders we've got suppliers and others the German government Vicki I mean do we know that their grant will still be in place or if we move to Sacramento they moved to headquarters they're at great expense so that area there's a few concerns I have there as well. Well thank you Beatrice you seem to be a sort of throwing cold water over this at every possible opportunity. No sorry Richard. Well go on are you apologising for that or do you wish to say some more. No I was apologising. That's very good excellent thank you Vicki anything else we should consider I think time to probably deal with this it seems to me. I think we need to move to a decision I would counsel but really time is you know we've got a small window here I think yours chairs should break. And I must say investors have been in my ear all morning really saying this is an opportunity we shouldn't miss there are other players would be unwise to let this pass I think we have to move fast it's tempting to kick it down the road to next month and to maybe bring in our beloved ESG committee in on the act and give them a chance but actually my gut and I've got to trust my judgment on this one and deploy my authority approach is to say we proceed and so that then will be the decision thank you Vicki for such a comprehensive and helpful background paper with having covered all the bases I'm very comfortable Mario you've been most useful and Beatrice as always pleasure to have you join us and to help us understand yes our true purpose as a company thank you all for your time and look forward to our end of year function at the Ritz next month very good thank you all okay well I think we can now figuratively strip off those roles and the caricatures that we were playing in them which I hope were beyond kind of entertainment value but in a very short period of time and in a necessarily caricatured way we tried to give ventilate some of the kinds of things that can happen in in board meetings and in other governance structures so that we took the board as the the stage for this particular role play we want to make some points which we'll discuss now in terms of how decision-making that can take place at any level in every part of any organization we see governance has been the glue that binds an organization and differentiates a good organization that's future fit from one that isn't so we'll get into that now stripped off from those roles and well played everybody if I may say so Bola great pity that your your tech let us down ironic given that we were tech company but Vicki you were cast as a bit of a villain in that piece and you are of course a great proponent of ISO 37000 and all of the really interesting stuff it says about governance direction oversight and accountability are the cornerstones of its approach and I'd like to call you to speak to that but before we carry on talking because the audience may already be bored with us so let's throw this to the audience what what watching that was obviously missing in terms of governance and good decision-making what were the things that really stood out can I just throw it immediately to the audience and bring in people who've kindly joined us for this webinar going to just very briefly say and those values can't just sit there as a nice list of things they need to be embedded in decision-making parameters along with the law along with risk tolerance so that it's really really clear that these are this we make we optimize for this but within these things so it's moving values from nice thing on the website to structuring decision-making sorry Maria go ahead I was just going to say it's really important for you know voices around the board table but in any decision-making context to play devil's advocate so you know political instability in South China Sea and in relation to Taiwan arguably you know next year there could be political instability in the US with a with an election and we've seen that play out you know in the in the you know most recent election in the US so I think it's really important to not be shy to say what if what what if this didn't happen you know what if the government were to change do we get a cast iron guarantee that the the government won't renege on the support that you know that they've promised I mean I think often we there's so much bias that comes into our decision-making you know we just think oh us must be good must be safe therefore that's always got a better decision than being based in Taiwan but you know the amount of bias that is built into all of those decisions and and thought processes really need to be challenged because it's very easy to end up making a kind of fatal decision for companies that then are very very costly and you know just ignore I mean the thing that we've completely ignored in all of this is the fact that we're going to make a whole workforce in Taiwan unemployed who've been very loyal who've contributed I mean they have been major investors in our company in terms of creating value and we're saying thank you by saying bye we're going we're not going to support you so you know that there's a lot of these things that really need to be unpacked before we kind of sign off and say yes the finances stack up therefore we should make this decision yeah and I think the the SNESG should have been the dominant point of conversation in this decision-making and as you say Mario we we barely touched on it if at all the people side of it Porobi was trying to get something in about that but I was giving her obviously no space to do so on your point about kind of worldviews and and underlying assumptions the only way of unpicking those of surfacing them and then engaging them is if someone is is brave enough to challenge and you've got to create the right culture and group think you know the literature and group think I've always found fascinating back from the early 60s and Kennedy's two decisions from the Bay of Pigs and then the the better decision-making around the the Cuban Missile Crisis reveals how a good leader at any point of decision-making in any organization will invite contrarian thinking in order to to road test to panel beat the decision just on I there was a very interesting comment here about about the the role you played Victoria in terms of you know leaning heavily into compliance as a kind of solution to a lot of the stuff that I put to you you played the role of lawyer extremely why I must say and and the point is I know want to be as a as another lawyer you know often general counsel with respect to my own profession are a real obstacle to progressive decision-making and progressive governance because they are risk averse we're trained to be risk averse we see through a compliance lens and so on be do you agree with that and how how should an organization counteract that kind of tendency yeah I mean the the role of the general counsel historically has been to look after legal risk and ensure which means compliance with regulation etc the thing is that the the spectrum I think in my humble view has moved in that legal risk comes out of much more now for example statements you make in in you know when we announce the steal the statements meet we make if we can't back them up with data we may end up with with litigation and also the the whole ESG movement in a way is is teaching companies to look a bit forward see what risks are coming their way and regulation will eventually catch up with them but I think general counsels know this that at least my experience until recently is that they are very interested to have a seat at the table so they they they are keen to learn how all these things how these things work so that they don't like being in the legal risk box because it doesn't stand in isolation from all the other risks reputational risk but in my experience lawyers perhaps like economists tend to ring fence their discipline in sort of impenetrable ways in order to protect their power in an organization and that power then can steer a decision in a particular way unless it's properly interrogated and challenged these and many more topics and issues are canvassed and traversed in the course the exciting new course that we have under Mario's leadership put together and which is going to be launched very soon so on that note I'd like to hand back to Ellen to say a few more words about that new course and Ellen's been leading the team to support the production of that new course which has been thrilling to be involved with we're all disciples of governance we all love governance we think it's very exciting topic and I hope that all of you have joined this webinar share that view and would like to in the future contribute to our work and thinking in relation to governance we think it's central to building a sustainable future and so to my fellow actors thank you very much indeed for playing your part so ably and for our subsequent conversation to the audience thank you for your really interesting contributions to it and for joining us giving us an hour of your time I hope you feel it was well spent thank you all very much back to you Ellen thank you I certainly enjoyed that and have enjoyed working with you all over the past year as well and have learned a lot and would say I've become a governance enthusiast myself so you've been doing something right so yeah just to echo riches thanks really all of the speakers from today have been key contributors to the course either as members of the advisory panel lead contributors and through the podcast video content that they have contributed to the course as Richard mentioned mario abela has been the course convener who has led on the content development for this course so has taken inputs from all of the lead contributors and we're also lucky to have Beatrice on the call with us today as and Bea is going to be the head tutor when the course goes live in January and there will be a second tutor joining her and who is Victoria Puxley and so just a quick note really to say that on the course learners will have the opportunity to engage with many of the cases like the one that has been discussed today and so with real world practical case studies that you'll be able to discuss with your online cohort and with the tutors and and you'll also engage with the good governance principles that were discussed today so drawing from the international standard 37 000 which i believe victoria is the first international standard on governance of organizations the final thing that i kind of i wanted to say about the principles of good governance as well because it was something that we touched on in the discussion is that there is a really strong focus on the critical importance of people and culture within the course so learners are really encouraged to think about the stakeholders within and external to their organization in addition to thinking about what their governance is directed at and the parameters set up to achieve their goals and so if you find this interesting and you're keen to engage more with how governance can help to strengthen decision making then please do register your interest for the course or share it with your networks with anyone who you think might be keen to join us in january and i think that's everything unless anyone else wanted to make any closing remarks i would just say ellen i think it's a phenomenal lineup of global experts that we we bring to this course and and the course really is aimed at people within an organization wherever they are in that organization understanding and seeing the part that they play in governance so this isn't about what happens in the boardroom it's much broader than that it's how does a system within the organization work or not work and what are the consequences and i think the other key thing to highlight is we provide you with a toolkit or a toolbox we make you think we don't provide you with all the answers because we don't think there are answers the answers have to be developed by you in your context and i think that's one of the kind of key takeaways that you know there isn't a cookie cutter approach to governance it's really about using the right principles which we go through and then employing those principles to find the solutions great thanks mario perfect note to end on so thanks everyone for joining us um and i think we say goodbye good job everyone pleasure thanks thanks everyone thank you