What makes a board truly effective? Beyond resumes and expertise, it comes down to how directors interact, challenge each other, and make decisions together. In this episode, Chuck Gray and Pam Warren of Egon Zehnder share insights from their work with boards around the world, focusing on the cultural foundations that drive performance.

They discuss the importance of intentional leadership, the nuances of leading peers rather than subordinates, and the practices that help boards operate as cohesive groups rather than collections of individuals. From agenda-setting to feedback loops and inclusive participation, this conversation offers a detailed look at how strong board cultures are built, and what happens when they’re not.

What you'll learn:

• How to navigate the leadership transition from a command-and-control CEO mindset to a "first among equals" board chair style that prioritizes leading peers through shared ownership rather than mandate
• Practical techniques for "energy management" and intentional agenda setting to create a focused "container" for high-stakes decision-making, including the use of pre-meeting one-on-ones to ground every director
• How to apply the "constellation" framework to diagnose dysfunctional board patterns to improve collective performance without making individual directors defensive
• Strategies for moving beyond "press release" diversity to foster true inclusivity by intentionally integrating "only" or "unique" voices into deliberations so their specialized expertise is fully leveraged
• Why deep, confidential referencing is essential for board recruitment to identify how a candidate "shows up in the room" and avoid the "ball watching" dynamic where a board becomes passive spectators to a dominant duo

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• Podcast & episodes: www.publiccompanyseries.com
• Download the book: www.nyse.com/pcs

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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.

What you'll learn:

• How to leverage the "creature of contract" nature of board observers to secure strategic investor expertise and information flow without the statutory "overhang" of voting rights or fiduciary duties
• Practical ways to insulate observers from liability by maintaining a strict boundary between active deliberation and the high-risk "shadow director" territory that could trigger unexpected fiduciary obligations
• Why building "muscle memory" through early-stage audit committees is essential for establishing the professional cadence and oversight required for public company status
• How to navigate the "emotional and political" board transition of an IPO by managing the delicate roll-off of early-stage venture capital or family directors to make room for a majority-independent, expert-led board

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• Podcast & episodes: www.publiccompanyseries.com
• Download the book: www.nyse.com/pcs

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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.

What you'll learn:

• How to move beyond the "police watchdog" perception by adopting a strategic advisory role that aligns internal audit plans with the organization’s long-term strategic goals.
• The critical importance of organizational positioning, ensuring the function reports functionally to the board or audit committee to maintain the independence required for objective oversight.
• Practical ways to oversee the rapid implementation of artificial intelligence by establishing governance frameworks that mitigate the risks of "phantom AI" and ensure technology is deployed in a systemic, structured manner.
• The six essential criteria for an effective internal audit function, including following global standards, maintaining certified staff, and undergoing external quality assessments every five years.
• Why the scope of internal audit is expanding to include global business resilience and sustainability assurance to meet the evolving expectations of diverse stakeholders.

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• Podcast & episodes: www.publiccompanyseries.com
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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.

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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.

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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.

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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.

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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.

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• Podcast & episodes: www.publiccompanyseries.com
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