190. ”Did I do that?” (Condition #38: Catchphrases)

You all know by now how much I like saying that good governance is intentionally cultivating effective conditions for making decisions. Every time I think about it, I wonder about new conditions that might impact decisions and how they might be cultivated to good (or bad) effect. But there’s a flipside to repeating a phrase ad nauseam, which is the risk that the words stick but the meaning disappears. People just say the phrase without thinking about it too deeply, or worrying about the impact they might be having. Corporate governance is *filled* with catchphrases. Maybe the most notorious is ”noses in, fingers out,” and its many variants. I criticized that one – pretty politely – waaay back in episode 13. The reason why “noses in, fingers out” is mostly nonsense is that directors sometimes just use it as a knee-jerk way to shut down conversations they don’t want to have, and feel like the popularity of the expression gives them permission to use it whenever they like. But it’s mostly just a catchphrase. Substance-free. The “did I do that?” of corporate governance. Another popular one in Canada is “directors owe their primary fiduciary duty to the corporation.” Seriously, next time you hear someone say that one, try asking them, “cool, what does that mean, though?” Bonus points if you have a copy of the Canada Business Corporations Act open next to you to compare their response against the actual law. Sorry, I’m not really trying to encourage you to be pedantic. Instead, think of catchphrases and other shortcuts as a condition to be conscious of, and a prompt to ask a simple follow-up question to make sure you’re not skimming over something that’s worthy of a deeper look.