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Catherine Bromilow
Partner, PwC LLP

Born 1963 in Kapuskasing, Ontario, Canada.

Catherine Bromilow, a partner with the PwC Center for Board Governance, works with the boards of directors and audit committees of major companies and institutions, both in the United States and abroad, providing insight on developments in governance and company compliance regulations and expectations. She also benchmarks corporate and committee processes against leading practices.

Ms. Bromilow is an authority on corporate governance practices and is frequently a guest speaker at conferences and seminars for PwC, the National Association of Corporate Directors (NACD), The Conference Board, and the Practising Law Institute. She also lectures at universities.

Ms. Bromilow is the principal author of Audit Committee Effectiveness—What Works Best, Fourth Edition (The Institute of Internal Auditors Research Foundation, 2011), a guide that helps audit committees understand leading practices in discharging complex responsibilities. She coauthored the book's second and third editions. Ms. Bromilow is also principal author of the companion report, Board Effectiveness—What Works Best, Second Edition (The IIA Research Foundation, 2011); coauthoring the first edition in 2000. She also leads periodic PwC studies and reports, including the Annual Corporate Directors' Survey.

At a NACD/PwC forum held in New York City in 2011, Ms. Bromilow moderated a panel discussion on opportunities for women in the boardroom. More than one hundred women corporate directors and executives attended the event, reinforcing the importance of strong, diverse corporate boards of directors.

In 2011, for the fifth consecutive year, NACD Directorship named Ms. Bromilow among the “100 Most Influential People in Corporate Governance.”

Ms. Bromilow is a certified public accountant (licensed in New Jersey) and a chartered accountant in Canada. She has both an undergraduate degree (Honours Chartered Accountancy Studies) and a graduate degree in accounting from the University of Waterloo in Canada.

Elizabeth Ghaffari: Where were you born and may I ask the year?

Catherine Bromilow: Certainly. I was born in 1963 in a small town in northern Ontario called Kapuskasing, approximately five hundred miles north of Toronto. It's very cold up there. It wasn't until I left for university that I learned you could buy a car without a block heater. All cars in my hometown had electrical cords to plug in during the winter so they would start when it got really cold.

Ghaffari: Tell me a little bit about your family. What were some of the influential factors in your upbringing?

Bromilow: My parents always worked really hard. My dad was an electrician at the paper mill, and my mother stayed home and raised us. They always set a great example of hard, diligent, and thorough work. They never left things half done. They taught us that, if you were going to take on a task, you do it well and do it with quality. My parents were not big spenders. They always saved so they could pay cash for any major purchase. I always knew that I wanted to do something career-wise that was going to enable me to provide for myself. I never wanted to have to depend on anyone. I thought the best path to financial self-sufficiency was to be a professional of some kind. So, those ideas about hard work and self-sufficiency have fueled my work ethic throughout my career.

Ghaffari: How large a family did you have?

Bromilow: There were three of us children, and I was the youngest and the first to go away to university.

Ghaffari: What made you decide to get that level of education?

Bromilow: When I was in high school, I took some accounting courses, which in retrospect were really just bookkeeping courses, but I really liked the order that they imposed—the idea that there was a right way of doing things, and one right answer, and that events could be reported and fit into a framework. Even though the bookkeeping we studied was not really accounting, it did have an appeal to me.

At one point, I was trying to decide which path I wanted to follow—medicine or accounting—and where I wanted to go to university. Then I heard that the University of Waterloo had a co-operative program, where you could be on campus for four months and then work in your field for four months. You repeated that study-work pattern until graduation. I thought that would be a great way to help pay my way through school, while also getting early work experience in the profession I wanted to enter. By the time I graduated from university, I would already have a fair amount of practical experience. And so I selected Waterloo and decided that I was going to become a chartered accountant.

Ghaffari: Your degree was a bachelor of arts in accounting. When did you get your degree?

Bromilow: I got both my undergrad and my master's degrees in accounting in 1987, within just a few months of each other. When I started at Waterloo, they had just introduced a new master's accounting program, where you did two years of undergrad study after which you could apply to the master's school. It was a great opportunity. The masters program entailed twelve straight months of study on campus, followed by twelve months off campus, working, and then twelve months back on campus. By the time you graduated, you finished with a master's degree and could go directly to take your chartered accountancy exams, without having to get a few years of additional experience after graduation. It was a bit of a fast track. I passed my chartered accountancy exams the first time I took them.

Ghaffari: Can you give me a sense of how many other women there might have been at Waterloo out of how large a total class size?

Bromilow: When I got into the master's program itself, I think there were probably only fifty or sixty of us who went through the entire program of the twelve months off and twelve on over a three-year period. Only about thirty-five of us ended up graduating. And I'd estimate that 40% percent of the class was women.

Ghaffari: What were your best subjects?

Bromilow: This may sound funny, but the best skill I picked up in high school was touch typing. I do a tremendous amount of writing, so knowing the keyboard has been extremely useful.

At Waterloo we covered a wide array of subjects. We had in-depth classes on taxation, management accounting, financial accounting, auditing, law, and ethics. Among all these great classes, I remember one instructor in particular—Sally Gunz. She taught us two semesters on communications, both written and verbal, which included a semester dedicated to giving presentations. That semester, in many ways, was absolutely horrifying because we had to stand up, give speeches, and then work with other students to deliver presentations to executives from the local business community. I don't think any of us liked making those verbal presentations.

But, now that I look back on the experience, I can see that her having forced us to stand up in front of other people and talk probably had a fundamental and positive impact on my career. That is especially true today in light of all the public speaking and interactions with boards that my work entails.

So, when I reflect on everything I learned at university, there are two types of lessons that were among the most important. First was the ability to apply logic, reason, and critical thinking. Second, and equally important, was the ability to stand up and speak in front of people. I never do it without some level of unease, but at least I can do it without being paralyzed.

Ghaffari: What was your first job after graduating and how did you get it?

Bromilow: I started working with Ernst & Young, one of the big accounting firms in Toronto. I had worked with them during one of my co-op terms when I had a twelve-month, off-campus job. I worked in one of their satellite Toronto offices. After I passed my CA exam, I started with them in their downtown Toronto office.

Ghaffari: Was it a big shock to be a little girl from the north working in the major metropolis of Toronto?

Bromilow: Well, it was a shock just to go to the University of Waterloo because the enrollment on that campus was twice the size of my hometown. It just all seemed so big and new for me. For my entire first month at Waterloo, I think I just looked at the ground—I was so shy. Then, thank goodness, people started talking to me.

Ghaffari: But you were bold and fearless.

Bromilow: Well, maybe I didn't know what I didn't know. Sometimes that protects us. I loved Toronto. I lived there for years, and I absolutely love Toronto.

Ghaffari: How long were you with Ernst & Young in Toronto?

Bromilow: I was with Ernst & Young from '87 until '92 or '93. Then I left public accounting. Many of the students who were in the master's program with me were certain we were never going to become Big Eight accounting firm partners—it was Big Eight back then. We thought we'd get our chartered accountancy designations and go on to bigger and better things. So I left Ernst & Young and joined Toronto Dominion Bank in their internal audit function. I really enjoyed it and learned a great deal about banking and how banking back offices worked, and—from a client perspective—what worked well interacting with professional services firms.

It was a great team and a really credentialed group. I had some amazing bosses there. Quite honestly, I would just look at them and try to figure out what their secret was. And we had a lot of fun.

After about three years there, I began thinking about what my next career might be or my next career move. One of the challenges with the banks is that most managers progress out of the inspection function [their internal audit] into managing a back-office function. That didn't necessarily have a lot of appeal to me. Then, it happened that one of my very good friends, Carol Brandt, with whom I had worked at Ernst & Young, had moved to Price Waterhouse. I was talking to her, and she said, “Well, why don't you come and work with us?” And so I ended up back in an accounting firm working for PW in Toronto.

Ghaffari: Was there anything different that you observed about the Price Waterhouse experience?

Bromilow: I don't know if it was because I was more mature by that time, but the partners seemed more approachable. There was a different culture—one that seemed more inclusive. Work-wise, I started doing control self-assessment implementations for our clients, which was right up my alley because I had a good understanding of controls, systems, and processes from my internal audit experience.

Based on that experience, PW asked me to participate in similar client work in the US. I went down for my first assignment and, at the very end, as I was sitting in the airport waiting for the plane, one of the partners said to me, “Why don't you come and work with us in the US?”

Ghaffari: When you left Toronto, where did you go to in the US?

Bromilow: I transferred down to the U.S. firm at the start of 1998. The group I joined was a virtual group: a few partners were in New Jersey, and the senior managers were in various cities: Chicago, Washington DC, and Boston. PW also had a formal telecommuting policy. So I was able to work out an arrangement where I didn't actually move from Toronto. I lived in Toronto and either worked from home or flew to wherever I was needed, wherever our clients or projects were located. That actually was brilliant because, quite honestly, I didn't know whether I was going to be able to cut it in the United States.

Ghaffari: Why would you think that?

Bromilow: It's a very different business culture than Canada. The partner for whom I worked, after the first few client meetings we attended, would tell me that I needed to talk more in the meetings. I told him that I didn't really have anything different to say. He pressed on, “It doesn't matter. You just need to talk.” That's very different from typical Canadian business situations where, if you don't have something new to say, you don't talk. This partner was a New Yorker, and, to put it as nicely as possible, he never could leave an opinion unexpressed.

So, I was sure that it was a really good thing I didn't move down to the US because I didn't believe there was any way that I was going to last six months.

Interestingly—and luckily—enough, the first big assignment they asked me to do at the start of 1998 was to manage some research into corporate governance. PW had won a contract to research and write a corporate governance book.

At that time, Canada had some of the leading governance standards in the world, with the Dey Report.1 So the partners thought I would be perfect to undertake this international governance research project. In the end, we produced two books, Corporate Governance and the Board—What Works Best and the second edition of Audit Committee Effectiveness—What Works Best. We issued both books in 2000.

Unexpectedly, governance became my primary focus, and it was absolute serendipity, as I have stayed in governance ever since. Without ever planning it, governance just became my career.

Ghaffari: When and why did you finally move down to New Jersey?

Bromilow: I telecommuted for seven years, until my visa ran out. Then I had to apply for a green card or not work in the US any longer. That was not palatable because I really love working in the US—once I adapted to the different business culture. We moved to New Jersey at the start of 1995.

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1 The Dey Report, also known as The Toronto Report, is a study of Canadian corporate governance. It is completed by the Toronto Stock Exchange (TSX) committee, chaired by Peter Dey. The report contains fourteen recommendations to assist TSX-listed companies in their approach to corporate governance.

Quite honestly, once I became more of an expert in governance, then I did have something original to say and contribute—something that other people weren't saying in meetings. So I became a lot more confident and comfortable with my contributions.

Today, I'm based in the Center for Board Governance, which is housed in PwC's2 national office. The national office provides support to our assurance teams from across the country, answering questions about complex accounting or auditing issues.

Ghaffari: How did you become a partner?

Bromilow: My path to partnership was a long process that emerged slowly as I gained more experience and added more credentials. Another factor was that the external environment for boards was changing. The Sarbanes-Oxley Act was passed after the Enron and WorldCom financial reporting scandals, and that brought an intense focus on audit committees. Also, there were new rules from the New York Stock Exchange and NASDAQ that had a fundamental and transformational impact on boards of directors. As a result, there was a stronger case for me to make partner, focusing on corporate governance.

In our firm, we don't view partnership as a promotion following a period of excellent service. Instead, it's an admission to the partnership. There needs to be a carefully articulated business case as to why someone should be a partner, what value they bring to the firm, and why they need to be a partner to bring that value forward.

When I made partner, I made it with a corporate governance business case, which was unique. In many ways, I'm a bit of an unusual creature in that much of my business case related to enhancing PwC's thought leadership around governance, as well as building and improving high-value relationships with boards of directors and audit committees.

Ghaffari: You didn't make partner the first time you tried. Is that right?

Bromilow: I made partner in 2004, but had gone through the process unsuccessfully the year before. I just didn't have a strong enough business case in the prior year, and I didn't know how to approach the interview. Maybe it was the typical woman thing, but I tended to talk more about what our team had accomplished. My discussion was largely about “we.” The feedback I received said that it sounded as if I hadn't done anything.

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2 Price Waterhouse became PricewaterhouseCoopers in 1998 as a result of the merger with Coopers & Lybrand. The PwC brand name came into existence in 2010.

Ghaffari: Did you get any help the second time around?

Bromilow: The next year, when I was about to go through the process again, one PwC partner, Bud Thomas, called me for a meeting, out of the blue. He asked about my candidacy and had me tell him about myself, which I did. He gave me wonderful coaching, especially in terms of how to present myself. Then he shared with me a whole list of possible questions to think through, and he gave me some generous advice on how to approach the interview, how to articulate answers, and how to succeed. I still think the world of him. You don't know what you don't know, and if you're not getting coaching on how to go through these processes, you just can't know how to do it well.

As a result of Bud's outreach and generosity, ever since I became partner, I've done the same sort of thing to counsel both men and women as they prepare for partnership, with a particular focus on the women I've known who are going through the process. I've coached candidates on how to prepare for the questions, think through their answers, articulate their value, and how to use the word “I” without making it sound like they run the entire firm single-handedly. There's always a tough balance, but I think women have to own our own success, our accomplishments, and our contributions more than perhaps we are comfortable doing.

Ghaffari: Did you write the business case or did somebody else write it for you?

Bromilow: The first year, my unsuccessful year, I wrote it with a partner with whom I was working. When he retired, the following year, there was another partner, Gary Stauffer, who was sponsoring me. He barely knew me, but he had a strong track record of supporting new partners. I'm so thankful to him—he completely rewrote my business case and articulated it in much better business terms.

Also, by then, we had another year of post-Sarbanes-Oxley experience, so the environment had changed, and governance was more crucial. I also got good coaching from some of the other, newer female partners who had a less traditional business case, as I had. By the time I went into the interview, I had a good view of the information I wanted to get across.

I even redirected the interview at the outset by saying, “I'm happy to answer your questions, but maybe, before we get started, would it help if I shared with you some perspectives on what the environment is like out there from a governance perspective?” And they said “yes,” so I talked about the pressure directors were under, the amount of change they were facing, and how they were looking for sound advice, counsel, and help. I was able to articulate how what I was doing and contributing played directly into helping directors deal with those issues.

Ghaffari: How did they respond to that?

Bromilow: Amazingly, it was a pretty concise interview process lasting maybe an hour. It was with two partners, but, now, I was so much more strategic, because of the good coaching, so I understood who the interviewing partners were, what clients they served, and the issues their clients were facing. I approached the whole process in a different way. I couldn't have done that the first year because I had no inkling of what I should do.

Ghaffari: Did you ever feel like you wanted to give up or quit?

Bromilow: Quite honestly, the year I didn't make partner the first time was pretty traumatic. The partner who led the national office was the one who told me that I wasn't making partner. It was obviously unwelcome news. I asked about next steps. He said, “I think we can reshape your candidacy and get you admitted next year.” I asked whether that was realistic. And he said, “Well, shame on us if we don't do it.” I remember thinking, “Well, it may be ‘shame on you' if you don't do it, but I'm the one who's going to suffer if it doesn't happen.”

I remembered the words of a woman partner in a law firm in Toronto—Carol Hansell. She had been deeply involved in corporate governance for years. I remember we were talking over lunch one day when she told me something that probably made the difference between my still being here and being a partner and my not being here—and I do pass it along to other women.

She said that she saw so many great and really bright young women at her law firm who just didn't stick it out. Her view was, “They just don't understand how really great it is to be partner. Sometimes, you just have to stick with it for another few years.”

That advice really stayed with me. It is true that we all go through bumps in our careers, and it's not always the upward trajectory we would wish. But her advice was on target and just at the right time. When I didn't make partner as quickly as I would have liked, staying the course and working at it until I did make partner was essential.

Just after I got the bad news, I ran into a PwC partner I worked with, who knew I hadn't made it. I told her, “I thought that they would just have realized how bright I was and how much I have to contribute.” And she said, “You've got to realize that by the time you get to the point where they're considering you for partnership, everyone is bright. You are dealing with the cream of the cream of the crop. So you have to do something different to differentiate yourself. It's not that you're not bright, it's just that everyone is exceptional by the time they get to that stage of their career.”

Next, I did the whole typical woman thing which is absolutely to overanalyze everything, including all my options. I went home and did all the analysis of, “Okay, well, I could stick it out for another year and maybe make partner, which would be wonderful, or I could wait until I get paid my bonus in the fall and then quit, or I could quit now or …” I went through all the pros and cons and kept in mind what my friend Carol Hansell said about just sticking it out. I'm really glad I followed her advice.

Ghaffari: Would you consider Carol Hansell a mentor?

Bromilow: I just think the world of her. She's just amazing. She's a senior partner with Davies Ward Phillips & Vineberg in Toronto. She's been the only non-American to chair the American Bar Association's Corporate Governance Committee. Probably unknown to her, she has had a major role in my career.

Now, I'm absolutely delighted I'm a partner at PwC. It's hard when you're younger because a setback of one or two more years feels like a lifetime. But when you look back on it after many years have passed, you realize that it really wasn't that much time after all. Carol was right—there's never any guarantee that if you simply put in those years that you will succeed, but you definitely won't succeed if you don't put them in.

Ghaffari: So you've had quite a collection of women counsel and coach you.

Bromilow: Yes. Some of my really good friends from my Ernst & Young days have been very successful in business. They've gone on to do just amazing things. But they remain the kind of people that I can bounce ideas and questions off of, and I really value their input. Sometimes I look at them and just have no idea how they do it all. I'm in awe of so many wonderful women I've worked with over the years.

Ghaffari: Have you been presented with any opportunities that you've turned down?

Bromilow: Yes. I've had headhunters reach out to me to interview to run other governance organizations, and people I've worked with in the governance field have asked me if I wanted a governance job. For the time being, I'm very happy with PwC.

Ghaffari: When did you first become involved in teaching governance?

Bromilow: Around the time of Sarbanes-Oxley, about 2001 or 2002, we started to do a lot more teaching and training. For about five years, ending in 2008, PwC collaborated with the University of Delaware and Charles Elson in running the Director's College there.

Then I was on the faculty of several other organizations, like the Conference Board, which runs the Director's Institute. I taught courses at the Practising Law Institute and have been the co-chair of PLI's audit committee roundtable session for two years now, and I'll be there again next year. Off and on over the years, I've spoken at the NACD's annual conference and other meetings, and I've taped a number of webcasts for both NACD's BoardVision and Corporate Board Member's “This Week in the Boardroom” series.

In mid-September, PwC and the NACD organized a Women in Boardrooms event in New York that was attended by one hundred and ten senior women, half of whom were corporate directors and the other half were C-suite women. We had a really good afternoon together talking in two key panels. The first panel discussed the key challenges that directors face today. The second discussed the challenges women face in the boardroom. I moderated that second panel, which dealt with getting on boards, being successful as a new director, and general advice for women executives as they interact with their board of directors as an executive—hints as to how to be effective in that role.

I've also been asked into discussions and sessions with our clients' audit committees and directors in their boardrooms. And that's been part of the fun—one of the ways I've gotten to travel was simply responding to requests to meet with boards and directors all over the world.

Ghaffari: You've have been involved with Women in the Boardroom3 as one of their panelists, right?

Bromilow: Yes. This year, I'm speaking on two panels with them: one in New York and the other in Denver.

Ghaffari: Do you think the coaching and counseling you received in your career still has relevance for today's women executives?

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3 Women in the Boardroom are annual executive leadership events focused on preparing women business leaders for corporate board service. See www.womenintheboardroom.com for more information.

Bromilow: Yes. Another example of really good coaching, from another of my women PwC partners, was how to read your audience effectively and modify your strategy to get to their comfort zone sooner. I was having a struggle connecting and communicating with one of my partners. Then a woman partner who had worked with him told me, “You've got to remember, he's a transactions guy. So, you've got to get to the point really quickly. He doesn't care about all the process.”

That really stayed with me because I have a bit of an academic bent—my more comfortable approach would be to outline everything that I went through to reach a conclusion and mention who I consulted to develop my recommendation. Now, I focus on just trying to get the bottom line across and then let people ask me how I got there if they want more insight. Just get to the point quickly, and let them ask their questions.

Ghaffari: Do you have a long-term strategy for your career?

Bromilow: It's more a long-term strategy for my life. Under the terms of the partnership agreement, there is an age-limit of sixty years, which is relatively young. It's not unusual for partners to leave and retire earlier.

My husband and I have a very small farm up in Canada, and he's planning to go up and start farming full-time within the next few years.

So I'm thinking about what else I would like to do after I retire from PwC. I suspect that will involve teaching—there's a great university close to our farm.

Also, I think it would be fascinating to start applying all of the governance knowledge that I've acquired over the years by joining a company's board. I think that would be very interesting—providing a fuller picture of what it takes to be on a board and to work with fellow directors and the management team to grow the shareholder value. I think that would be fascinating, actually.

Nevertheless, I do know that it's incredibly difficult to get on your first corporate board. That's one of the messages we share with women during our events—the different possible strategies for getting on boards.

Ghaffari: I cannot imagine that you are not on everybody's short list as a director candidate.

Bromilow: Well, that's nice to think and very nice of you to say, but one of the things we tell women who have aspirations to go on boards is that having real core operational and P&L experience is vital. I manage major projects and teams, but not a P&L, in the corporate sense. I could qualify as a financial expert for an audit committee role because of my understanding of controls. But clearly, everyone recognizes that a director role is not the kind of job where you simply apply. It's very much like our partnership. You're invited to join the partnership. You're also invited into the boardroom.

Ghaffari: Where did you meet your husband and when did you get married?

Bromilow: I met my husband, Doug Brooks, right after I finished university. I was sharing a house in Toronto with a friend who went to university with Doug. My friend introduced us, we started dating, and we married in 1994.

Doug has been absolutely wonderful and hugely supportive. We both really love Toronto. He was born there, and much of his family is in the area. But with my visa running out and my need to move to the US to get my green card, I was considering the options. One of those was to get a condo in New Jersey and commute back to Toronto on weekends. I give Doug all the credit in the world because he was the one who said, “No, let's just move to New Jersey.”

Ghaffari: What does your husband do?

Bromilow: He's a finance manager at Hewlett Packard Financial Services. He was with HP up in Canada, and, fortunately, HP had their financing division fairly close to where my office is in New Jersey. So he came down, had an interview, and they hired him. It worked out wonderfully for him in terms of being able to continue with his company.

Ghaffari: Have you shared with him your vision as you were becoming partner? How did he respond to your aspirations in that area?

Bromilow: He's just always been phenomenally supportive. On the down days, he counsels me and bucks me up.

Ghaffari: Do you see a lot of opportunities for women in your field as an accounting firm partner or in the governance arena?

Bromilow: I'd say yes, definitely. We have a lot of really bright young women professionals in our firm. Every year, more and more women are being admitted as partners. Part of advancement does come with having the endurance to stick it out even if it takes one more year.

I'm glad to see that it has changed noticeably over the last few years. But for much of my career working in governance, it wasn't unusual that I would be the only woman in the room. I'd be the one woman among male directors, male members of company management, and male partners from our firm. I've always looked at that as a real opportunity.

You can go one of two ways. You could get angry that there aren't more women there or you could say, “I've got some pretty unique access here. I can just appreciate that I'm getting to see something and be able to learn in ways that very few other people—men or women—are able to do. And I can work to ensure and encourage more women to participate in the conversation.”

That situation also makes it even more vital that you always put your best foot forward, because they see you as the only woman there. I've always tried to have my best foot forward just because I want to provide the best possible services to clients and help boards succeed.

I also find that governance has been interesting because I seem to run into so many absolutely wonderful women in that field, whether they are corporate counsel or work with institutional investors. There also are many women at not-for-profit organizations that provide services to directors. There are an amazing number of women in this field. It is a good area to work in, but it's also important to decide how you want to do governance—there are so many different facets of the work. Governance might be the research and thought leadership, or it could be corporate law, shaping boardroom agendas. There are some great options.

Ghaffari: We see a lot of women guiding nonprofits or businesses that critique boards and directors. Are we also seeing more women building businesses where they have the opportunity to demonstrate what they think are better governance practices within the firms that they establish? Are you seeing any evidence of that?

Bromilow: That's a hard question. Let me try to answer it in two ways. My sense is that there are more women than ever out there building businesses.

When you're an early-stage founder and sole entrepreneur of a private company, you do whatever makes sense to you as an individual from the governance perspective. Technically, you might need a board, but it might just be you and the lawyer who helped you incorporate. That's not unusual at all. It's only when you're ready to go to the next step, say considering aggressive growth, or an IPO or similar transaction, that you build a more traditional board.

It is interesting, though, what we do see—and Spencer Stuart has some great statistics on this in their annual board index—for the larger companies and larger public companies in particular, that having a woman or a racial minority as CEO tends to have a positive influence on the number of women and/or minorities on the board. So, perhaps it's a question of cracking into the leadership and into the upper echelons of the larger public companies, where it does tend to have a more positive impact in getting more women and other diverse director candidates onto boards than we've seen in the past.

Based on studying this since '98, in my view, the most important consideration in making a board effective is how the directors interact with one another and with management behind closed doors. Nobody from outside the company can get any real insight into that interaction or truly judge it. Regulators and shareholders have suggested structural surrogates that they hope will produce good governance. And a board might look brilliant on paper. But, if behind closed doors the directors are not engaging in dialogue, if they're not preparing diligently before meetings, if they're not coming to the meeting willing to challenge management and each other, then it doesn't matter what they look like on paper. They're not going to be a good board.

Conversely, I've worked with boards where on paper you might not think the directors would be particularly independent, and they might not look particularly diverse. But, they come to the boardroom with a view of, “What's good for shareholders? Our role is to make sure management keeps shareholder focus front and center.” That can be a really effective board. The problem is, from the outside, you can't judge any of that.

Ghaffari: In the next five to ten years, do you see yourself slowing down, speeding up, more involved?

Bromilow: I expect that by the time I'm in my late fifties, we will have moved back to Canada. I like to bake, so my husband has spotted this little closed café not too far from our farm. Every time we drive past, he jokes, “You could turn that into a bakery.” So, he's got me teaching at university, helping run our farm, running a bakery, and serving on corporate boards. Meanwhile, I hope that I will be slowing down, but I can't imagine ever doing nothing. I think it's a question of maybe shifting priorities and efforts.

This year has been especially busy because we did the fourth edition of Audit Committee Effectiveness and the second edition of Board Effectiveness. All of this has come on top of all my regular work, which typically is extremely busy.

Ghaffari: Do you see yourself as a leader?

Bromilow: Yes and no. I think that goes back to the fact that I'm uncomfortable claiming a lot of credit. Many other women face that same challenge.

Maybe this story sort of illustrates what I mean. One of the times that I was reapplying for my work visa, before I went through the green-card process, the INS inspector asked me, “Since your visa application is for a manager role, how many staff do you have?” I replied, “I don't have any staff.” He countered, “Well, how can you be a manager if you don't have any people to manage?” I realized that was a really good question. So, I articulated to him that I actually manage projects and bring people together as needed to fulfill projects.

So, my answer is that I tend to think of myself more as a leader of initiatives and projects and teams.

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