4 min read

'Dead rat governance' and how to avoid it

Board Talk: 18 crucial conversations that count inside and outside the boardroom

By Kathryn Bishop, Associate Fellow at Saïd Business School and Gillian Camm, non-executive director and executive coach.

Governance is defined as 'the framework of authority and accountability' that defines and controls actions and outcomes. Or it should be: sometimes it is a set of structures, processes and systems which, although carefully arranged, don’t deliver governance in action. We know this from the stream of corporate crises here in the UK for example: from the Rolls Royce corruption scandals in the 1970s through to Carillion, Britain’s construction giant which went bankrupt in 2017; the Countess of Chester Hospital where a neonatal nurse murdered seven babies; or the recent case of the British Museum where 2,000 treasures were reported 'missing, stolen or damaged'.  

Structures are necessary, but not sufficient. My co-author, Gillian Camm, commented that she is reminded of her school biology lessons when she was given a rat to examine. There, on her dissecting board, she could see the organs, the connective tissue, all correctly articulated. But here’s the key thing: the rat is dead. Nothing is happening. 

So what makes a board more than just a set of structures and processes – how do they avoid 'dead rat governance'?  How do board members: 

  • understand what is really going on in an organisation, in order to exercise the oversight that is required from them? 
  • overcome the information asymmetry problem, where the executive directors know more about the operation than they do? 
  • collaborate as a board to set the right strategic direction in a context that changes constantly? 
  • see the organisation through the eyes of their advisers, employees and key stakeholders? 
  • manage the risks they know about as well as the ones they don’t? 


Boardroom conversation is the answer to this. This is the means by which boards do their work – understanding information, making wise decisions, overseeing operations, setting the tone from the top and, of course, leading.   

Good governance happens through: 

  • conversations about the right topics at the right time 
  • conversations in which there is both talking and listening 
  • conversations where there is questioning and debating 
  • conversations in which board members may disagree but then reach a workable consensus. 

We all know how to talk, because we do it all the time. We chat virtually, confer on conference calls, or catch up in the margins of a meeting. But the practice of conversation is more powerful: these are interactions that have the potential to connect people, to change minds, or to generate new ideas. They can help to repair relationships or energise a group to take action in line with their purpose. (Rupert Younger, Director of the Oxford University Centre for Corporate Reputation, outlines a simple governance framework for purpose in Five questions that boards should ask about purpose.)


Conversations are now so crucial in boardrooms that it’s worth examining what makes them effective – or not. That’s the offer in our new book, Board Talk: 18 crucial conversations that count inside and outside the boardroom.   

We spent a year thinking about what boards need to talk about, with whom and how. We interviewed board members and read widely, and the book offers a range of ideas to encourage and support board members in every sector in their crucial conversations. 


These ideas will help independent board members across all different types of organisations (public, private, charitable or voluntary sector) who: 

  • are not involved in day-to-day management but rather in policy and strategy 

  • are responsible for monitoring executives and fulfilling the organisation’s purpose 

  • should be taking a longer-term stewardship perspective.  

But it will be equally useful for regulators and inspection bodies, in looking at the way board conversations and interactions contribute to good governance. 


Board Talk: 18 crucial conversations that count inside and outside the boardroom, by Kathryn Bishop and Gillian Camm, was published by Practical Inspiration Publishing on 31 October 2023 and is available in bookshops and as an ebook.