How Bipolar Disorder Helped Teach Me Good Governance

Late last year, I went public with something very personal. In a post on LinkedIn, I told the world that I have bipolar disorder.

I explained that mental illness runs in my family and how my symptoms emerged decades ago. I explained how during my first year at McGill University in Montreal, I found myself convinced that I was in Arizona. I explained how I had argued with airport staff because they wouldn’t give me the bus schedule for Phoenix. And I explained how I was confused, angry, and scared, and I didn’t understand why. Then I explained my journey to mental health—which wasn’t a straight line.

Until recently, I’ve always felt that only my closest friends and select colleagues needed to know, so this was news to a lot of people who know me, including many who work with me.

I am CEO of Henry’s, the largest independent camera retailer in Canada. As far as I know, I’m the first Canadian chief executive to openly share such a diagnosis. Either way, I hope not to be the last. It’s time to eradicate the stigma surrounding mental health issues once and for all and recognize that mental illness doesn’t have to prevent anyone from being successful.

Whether you have a mental illness, or a physical one like heart disease or diabetes, or even if you currently have no health conditions at all, you never know for sure what will happen to you or your business tomorrow. In other words, we all live with risk and uncertainty that could potentially hamper our success. So regardless of who you are and what limitations you face, if you’re going to be a leader, you need to put in place safeguards to ensure business continuity and build a solid communication and decision-making framework.

Preparing for uncertainty just makes good business sense. That’s why when I took over as CEO of Henry’s in 2015, one of my top priorities was to strengthen our governance systems and structures.

Private businesses like the one launched in 1909 by my great grandfather Harry Stein (there never was a “Henry”) are not subject to the same scrutiny as public ones. And some leaders of these ventures, especially family-owned ones, interpret that to mean they don’t need to worry much about governance. Since they’re only accountable to themselves, some even conclude that focusing on governance is a waste of time, especially when business is good. Nothing in business is further from the truth. Sales can cover a multitude of sins, but it’s always dangerous to allow positive results to obscure the view of what’s going on behind the scenes. That said, most private companies don’t need to implement all the governance practices that public organizations do. What’s required is a balance that lets you responsibly manage the business while remaining nimble and flexible.

When I became CEO, as the fourth-generation Stein to lead the business, I was keenly aware of the family legacy I was charged with protecting and growing. I own the business with my sister and parents, but I was deeply sensitive to the fact that it also supports extended family, employees, and partners. So, I felt (and still feel) a tremendous sense of responsibility. At the time, the market was also shifting rapidly, and so I was also keenly aware that every decision was critical. Simply put, I saw the opportunity to take our business to the next level, but I knew we had to map out processes and policies to guide us through complex decisions in our multi-stakeholder environment.

“While many leaders of private businesses hold their cards very tightly to the chest in the name of privacy, I set out to increase transparency, aiming to ensure the health of the business and to keep me in check—just as every CEO should.”

While I knew that many business leaders saw governance as something that can quickly quash the entrepreneurial spirit, I set out to remove barriers and enable our team to be more nimble by thinking through risks in advance and setting out clear guardrails to operate within. I drew on my commerce degree, my experience as an analyst, and my background assessing companies’ environmental, social, and governance (ESG) policies. I did extensive research into best practices (and practices to avoid). I spoke to people in my network, especially from other family-run businesses that faced similar challenges. Then I moved to ensure effective governance would be our path to greater success—strengthening our decision-making abilities, clarifying roles, and preventing problems from occurring in the first place.

Where did I start? While many leaders of private businesses hold their cards very tightly to the chest in the name of privacy, I set out to increase transparency, aiming to ensure the health of the business and to keep me in check—just as every CEO should.

Transparency Is Key

Every single human being has things going on in their life that could potentially impact their ability to carry out their role. Maybe it’s a chronic illness or a psychological disorder; maybe it’s an aging parent or a child with special needs. Maybe they just have four kids and every one of them plays a different sport and they’re constantly juggling logistics. We all have something; most of us have many things. But corporate leaders are responsible for ensuring the long-term success of the business, so they need to ensure that systems are in place to manage their challenges, whatever they might be. And to do that, you need to be transparent with your team about what your challenges are.

Transparency is a broad concept in governance. It refers to communicating openly about results, future plans, wins, and losses. It’s an important tool to ensure that everyone is rowing in the same direction; it builds trust and credibility. And getting it right involves embracing at least some personal transparency. This requires a level of vulnerability that many leaders are not comfortable with, but the benefits are immense. There’s this strange idea that executives should hide their weaknesses, keep their failings hidden, pretend they are all-knowing. I don’t agree with that at all. Executives who act human and show they are human are the ones who build the strongest cultures, the most trusting teams, and as a result, the most resilient businesses.

While I only recently felt the need to disclose my disorder broadly, I have always been clear with my management team about what I need in order to perform at my best and manage my mental health. I focus on sleep and stress reduction. That means I speak openly about my need to get a good night’s rest, particularly when travelling for work, and prioritizing personal time to recharge. In doing so, I also show my team that it’s okay to take a break—to use their vacation time to actually turn off and not to burn the candle at both ends. These are the same accommodations anyone would make for someone with a physical ailment, so why not for mental health? It shouldn’t have to be a secret. It’s just a part of the governance system that’s important to put in place for the ongoing good of the business.

The Right Talent

If you want to focus on governance, you need a team with an appetite for it—not a bunch of bureaucrats, but a team that understands the downside of not having the right practices in place. Much of the senior team members I have hired came from corporate environments, so they were used to even more governance than I was looking to implement. For their part, they saw the opportunity at Henry’s to use the skills they’d honed over the years, while reporting directly to the CEO and having more autonomy than ever before. That turned out to be a win–win.

I also made a point of hiring people who would be honest and challenge me. I have a very collaborative leadership style, which is aligned with the governance structure I put in place. When you give smart people runway and clear lines of accountability, they can do amazing things! When optimizing your team, it’s critical to make sure everyone understands your leadership style and shares your values, which in my case meant things like transparency and respect for team members’ personal needs.

Processes That Won’t Stifle but Will Mitigate Risk

Family-run businesses (ours included) often don’t have some of the most basic processes in place, like an approval matrix for expenditures and contracts. This was an easy one for us to fix at Henry’s. We determined a certain threshold for contracts, in terms of size and length, under which our teams could act independently. Beyond the threshold, it’s important for the business to know who we’re partnering with and for how long, and no single person, including the CEO, should be able to make major business decisions without oversight. It’s not about saying no—we are committed to giving approvals and making decisions quickly; it’s about visibility, risk mitigation, and simply good business principles. Basic approvals and other similar processes are critical to a solid governance process.

Consistent, Appropriate Shareholder and Board Reporting

When your shareholder group and board are made up of family members, some of whom used to operate the company and will happily get into the deepest weeds of the business, reporting can be a little tricky to figure out. I needed to ensure everybody understood their role and what level of information was appropriate to discuss with them. The expectations and responsibilities are different depending on whether you are a family member, an owner, or part of the management of the business. In many cases we wear multiple hats, but it’s important to understand what hat you’re wearing at any given time, as everyone has their own role for a reason. So, early on, we brought in an outside expert to educate us all on where each group and individual should be spending their time and what questions each should be asking based on their area of focus.

Have we got it down perfectly? No. But we’re armed with the information, and we continue to work at it every day.

From there we established a regular cadence, and we’ve stuck to it. We created a consistent financial package with a robust management discussion and analysis (MD&A) that goes out each month, and we run a quarterly board meeting to provide opportunities for discussion. It doesn’t matter that everyone at the table also had dinner together the previous Friday; we run these meetings professionally, just like any other company should.

Shareholders’ and Employment Agreements

As I said, we now had three family units as key shareholders in the business. That could be a recipe for an awful lot of conflict, but we wanted to make sure we didn’t go down that path. So, we worked with a family facilitator to help us draw up a comprehensive shareholders’ agreement. It outlines things like who has control of what, how decisions are made, and how and when dividends are distributed, and it clearly outlines the succession plan.

We also formalized employment agreements for any family members working in the business. It’s important that if you work in the business, you’re paid at market rate like any other employee, not treated differently because you are also an owner, and held accountable as such. So now we have a very clear policy for determining an employee’s remuneration, whether they’re a family member or not.

A Clear, Documented Strategy with KPIs

It’s Business 101 to create and follow a strategy. But it’s actually quite common, especially in a family-run business, not to have one, or not to stick to it. So, we made sure to design not just a strategy but also a process for constantly coming back to it and for tying our objectives and outcomes to it. This holds everyone accountable, me included, for sticking to the plan. We have flexibility to change the plan when it makes sense, but it’s really important to know what you’re changing from, and to know what you’re forgoing when you make a change. We’ve now really solidified our whole process around strategy.

In line with that, we put a lot of work into choosing KPIs that line up with our long-term strategy. Sales and profit are obviously important, but it’s also important to look at leading indicators. For example, when we’re trying to understand how a store is performing, we now look at store traffic, conversion rates, and average order value. We have similar leading KPIs for all of our key functions. This allows us to make solid decisions with the data to clearly back them up.

Advisory Board

My general approach as a leader is to surround myself with people who are smarter than me. Many private companies are not comfortable having external people on their fiduciary board. It’s not required, and they don’t want to be constrained by people outside the business. We feel the same way. But we did want external advice, so we put together an advisory board of handpicked experts with a broad range of experience, from within our industry and beyond. The real value of a board is diversity of thought, and you don’t have to have a fiduciary board to have expert advisors look at your business plans, give you feedback, help you identify opportunities, and expand your network.

Unfortunately, the advisory board was not something I put into place right away. I thought about it a lot, but there were so many other priorities to get to first. As a result, as I explained in another LinkedIn post, we went through a restructuring without an official advisory board. At the time, I was lucky to be able to seek advice from colleagues in my YPO Forum and the global YPO network, but boy did I wish I had an advisory board to help me through the process. That’s why, as soon as we came through the restructuring, I immediately set to work putting one together.

Trust Me, It’s Worth It

I do understand why governance scares some family businesses. But take Henry’s as your example. Firming up our processes hasn’t stifled us at all; in fact, it’s made us stronger and better at decision-making, and it’s helped us avoid conflict in our multi-family stakeholder group.

It’s certainly reassuring to know that we have procedures and oversight in place in case anything does happen to me. But the need for governance goes way beyond managing one individual’s challenges. A business faces a thousand challenges a day, and good governance is the path through them.

Today, Henry’s is more innovative and agile than we’ve ever been before, exploring new avenues of business that are exposing us to new customers daily. Our teams have remained entrepreneurial, while gaining a deeper perspective of how to balance decisions for the long-term health of the company. Instead of holding things close to the family chest, we trust our teams with information that enables them to make the right decisions.

It’s truly been transformational. And absolutely worth it.

About the Author

Gillian Stein is chief executive officer of Henry's, the largest independent camera retailer in Canada founded in 1909.

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