Episodes

Board observers are a common yet often misunderstood feature of private company governance. In this episode, Doug Chia is joined by Jeremy Winter and Michelle Gasaway of Skadden to unpack what board observers are, how they differ from directors, and why investors and companies use them. They explore the flexibility of the role as a contractual construct, the benefits it can provide through strategic insight and information flow, and the risks that arise when observers become too involved. They also examine how board observers fit into the transition from private to public companies, including the regulatory, legal, and practical challenges that emerge during an IPO. From fiduciary considerations to information access and trading restrictions, this episode offers a detailed look at how a seemingly simple role can carry complex implications for governance.

Internal audit plays a critical yet often misunderstood role in corporate governance. In this episode, Doug Chia is joined by Carey Blakeman and Benito Ybarra from the Institute of Internal Auditors, and Mike Varney from Crowe LLP, to unpack what internal audit actually is, and what it isn’t. They explore how the function extends far beyond compliance, offering both assurance and strategic advisory to help organizations identify and manage risk. They also discuss why internal audit is uniquely positioned to provide a cross-functional view of an organization and why boards should be engaging more deeply with it, reporting structures, independence, fraud risk, and the evolving expectations of the profession, including insights from Vision 2035. They ultimately make the case for elevating internal audit as a key contributor to effective governance and long-term value creation.

Board assessments have evolved from routine, check-the-box exercises into critical tools for improving performance, strengthening culture, and identifying hidden risks. In this conversation, Stuart R. Levine shares how effective evaluations balance quantitative rigor with qualitative insight, uncovering the nuances that surveys alone often miss. He explains why confidentiality and independence are essential to building trust and eliciting honest feedback from directors. The discussion explores emerging trends, including individual director evaluations, the role of external facilitators, and the increasing importance of board culture in a rapidly changing environment. Through real-world examples, Stuart highlights how thoughtful assessments can reveal subtle inefficiencies, improve collaboration with management, and ultimately enhance a board’s strategic impact. What you'll learn: • How to move beyond superficial "check-the-box" surveys by blending quantitative data with qualitative interviews to uncover hidden board nuances. • The strategic value of incorporating feedback from top management to identify trust blockages and align the board with executive leadership. • Practical ways to build "governance plumbing" using dashboards that track cultural indicators like employee turnover and satisfaction. • Why choosing an external facilitator with deep experience is essential for navigating the speed of global change and sensitive director evaluations. • How to identify high-performing directors by looking for rigorous preparation, punctuality, and a proactive commitment to continuous learning.

Boards today are navigating a landscape defined by constant change, emerging risks, and evolving expectations. In this episode, Doug Chia sits down with Jane Edison Stevenson and Claudia Pici Morris of Korn Ferry to explore how board succession must adapt to meet these challenges. They discuss the shift from relying on past experience to cultivating a continuous learning mindset, and why agility, curiosity, and self-awareness are becoming essential traits for directors. The conversation introduces the concept of “corporate wisdom” and examines how diverse perspectives in the boardroom can shape better decisions. Jane and Claudia also unpack what it truly means for a board to be “fit for purpose,” emphasizing the importance of forward-looking succession planning, evolving mindsets, and the ability to bring in expertise dynamically.

Corporate spinoffs are among the most complex strategic transactions a company can undertake. In this episode, Doug Chia speaks with Rama Variankaval, Managing Director and Global Head of Corporate Advisory at JP Morgan, about the governance and strategic considerations involved in spinning off a business into a standalone public company. The conversation explores why companies pursue corporate separations, how boards navigate their fiduciary responsibilities during these transactions, and what it takes to build an effective board for a newly independent company. Rama explains the strategic drivers behind spinoffs, from valuation pressures to diverging business models, and discusses how leadership teams must carefully design governance structures, balance sheets, and management teams to set the new entity up for long-term success.

What was once simply the “nominating committee” has evolved into one of the most influential bodies in corporate governance. In this episode of the Public Company Series, Doug Chia is joined by Lillian Tsu and Natalia Rezai of Cleary Gottlieb Steen & Hamilton to explore the expanding role of the Nominating and Corporate Governance Committee. From board refreshment and director independence to ESG oversight, shareholder engagement, and AI literacy, the committee’s responsibilities now extend far beyond identifying director candidates. Lillian and Natalia discuss how governance expectations have shifted since Sarbanes-Oxley, why independence remains foundational, and how committees are thinking proactively about skills matrices, onboarding, and board evaluations. They also examine the growing importance of shareholder engagement and the role this committee plays in navigating activism, evolving ESG scrutiny, and the rapidly emerging risks and opportunities surrounding AI.

AI is rapidly reshaping how organizations operate, and the boardroom is no exception. In this episode, Tim Adair, CPO of OnBoard, joins Doug Chia to explore how AI is changing the way boards function today and how it will influence governance in the years ahead. Drawing on insights from OnBoard’s board effectiveness research, Tim explains why many boards struggle to operate at full effectiveness and how emerging technologies are both exposing and addressing those gaps. They discuss the practical applications of AI in governance, from improving access to real-time data to enhancing decision-making and strategic oversight, while they examine the limits of technology, why AI cannot replace human judgment, and why trust, alignment, and accountability remain foundational.

The role of the compensation committee has expanded far beyond setting CEO pay. In this episode, Doug Chia is joined by Blair Jones and Todd Sirras of Semler Brossy to explore how compensation committees are evolving to oversee workforce strategy, culture, talent development, and organizational readiness for the future. They discuss how regulatory changes, stakeholder capitalism, and emerging technologies, especially AI, have reshaped board-level oversight of people and pay. The conversation examines why compensation can serve as a powerful signal of what a company values, how boards can align pay with culture and strategy, and what skills directors need to effectively govern in this expanded mandate. Blair and Todd also address the growing relevance of CHROs on boards, the importance of culture carriers, and how committees can stay informed without crossing into management’s role.

In this episode, Doug Chia sits down with Paul Washington, president and CEO of the Society for Corporate Governance, to explore how public company board committees ended up with the familiar Audit, Compensation, and Nominating & Governance structure and why that structure may no longer match the demands boards face today. Paul explains how the post-Enron regulatory environment solidified the three-committee model and why simply handing emerging issues to existing committees is creating frustration for both boards and management. Together, Doug and Paul walk through the gaps left by the current structure and outline a practical, step-by-step process to reassess what work is done where. They discuss how clarifying committee responsibilities can streamline board agendas, strengthen oversight, and improve alignment with management. The conversation offers concrete guidance for governance professionals seeking to optimize committee workload, sharpen accountability, and ensure the board is adding value in the right places.