EP59 · Tools · first published 2021-01-22
The Board as a Service | Ville Tolvanen | Negotiator 59
Ville Tolvanen argues that a board should be a value-adding service the owner orders, not a supervisory organ inherited from the manufacturing era. The episode covers why owners and CEOs regard board meetings as wasted time, how the roles should be grouped like a Formula One team, and why supply and demand for board seats in Finland are badly out of balance.
The Board as a Service | Ville Tolvanen | Negotiator 59
Summary: Ville Tolvanen argues that a board should be a value-adding service the owner orders, not a supervisory organ inherited from the manufacturing era. The episode covers why owners and CEOs regard board meetings as wasted time, how the roles should be grouped like a Formula One team, and why supply and demand for board seats in Finland are badly out of balance.
Where BaaS came from
After stepping down as CEO of Digitalist, Tolvanen began interviewing former Nokia executives and his own network about a single question: what is wrong with innovation and investment, and what is the board’s role. The answer surprised him.
That picture was really ugly. It was quite incomprehensible. Intelligent people said the board is pointless, or a waste of time, or the worst day of my month.
Owners said the same: the board is worthless, with comparisons to senior clubs and taking it easy. Out of that came Board as a Service — the board as something the owner orders.
Tolvanen’s route to the subject ran through digitalisation. He noticed that digitalisation does not happen unless ownership changes — and ran into what he calls the owner’s glass ceiling: an owner who does not recognise, know, or know how to demand.
The reactive board versus the forward-looking one
The episode’s central framing is that Finnish board practice is inherited from 20th-century manufacturing: a machine or process at the bottom, an organisation above it, then a manager who manages and a board that supervises.
In practice that produces a cycle in which the board meets once a month, the CEO reports what has happened, and the board comments on the past. Tolvanen’s description of the result is blunt:
Every six weeks the CEO comes to the board to have the mistake rubbed in his face — a mistake he has already seen and lived through many times.
The problem is lag. A customer is lost, the CEO knows first, the information works its way slowly up through the financial data, and six weeks later it is presented to him as news.
The analogy Tolvanen returns to is the car:
From a modern car we get an enormous amount of information on the dashboard — tyre pressures, speed, the immediate surroundings via cameras. But we also get scenarios: how this journey is going to go.
And then the question: how much smarter has the board become in twenty years? The goal reduces to one sentence — Tolvanen says he aims for the company to move one notch forward at every board encounter.
Information filtering is a question of power. In the old model management shapes the report for the board and decides what to tell, how to tell it and when. Tolvanen calls that an exercise of power; the fix is that everyone looks at the same data in something close to real time. Sami Miettinen connects this to Risto Siilasmaa’s book Paranoid Optimist and its account of the Nokia board, where dialogue with the executive team had previously been effectively forbidden and information arrived filtered.
The Formula One team: roles reassigned
Tolvanen’s most usable model is the Formula One team, where everyone wears the same red overalls — one us.
| Role | Task |
|---|---|
| Owner | Takes the racing licence and the commercial risk, creates the possibilities |
| Board | Assembles the team’s specialists and builds tomorrow |
| CEO | Drives the lap times — better every quarter |
As an example he cites the Konecranes–Cargotec merger, where the owners negotiated, the chairs ran the process, and each team’s driver drove their own result.
Miettinen adds that roles are often poorly thought through, and recommends a special committee in M&A: three members of an eight-person board concentrate on the transaction. Tolvanen extends the same principle: a board can have projects, portfolios, and the same agile, lean, scrum and OKR practices as management.
The core idea is the injection of specialist expertise into the company’s daily life. When a lawyer, a circular-economy specialist or an investment banker sits on the board, the expertise is not bought as a service but breathes the same air:
If you have sat on that board for three years, you have a better ability to assess the risk and the chance of success than if you turn up wiping the last slices of duck off your chin and start advising on how this should be done.
Why Finnish companies do not want to grow
Half of Finnish companies are entrepreneur- or family-owned. Tolvanen’s diagnosis of the root cause is cultural, not fiscal:
In Finland entrepreneurs grew up in a mindset where first the customer cheats you, then the bank cheats you, then the employee cheats you, and you have to survive, and you can only trust relatives.
He concedes that this attitude produces hard results — but keeps outside expertise out of the equation. He explicitly rejects high taxation as the explanation: the market is small and the economic history short, so the lessons for varied situations are missing.
Two structural obstacles follow:
- Family firms have narrow networks, because trust has gone to the family. They do not know the people or the possibilities.
- Ownership is an intimate matter. Letting an outsider in is like having a stranger visit your home — there is some embarrassment about how things have been handled.
Board seats: supply and demand do not meet
The episode’s most concrete figure is the size of the market. Tolvanen calls “board professional” his swear word, preferring professionalism in board work, because the current model is experience-driven:
Being a board professional appears to be the number-one late-career ambition of business people over fifty.
And from that the mismatch:
DIF and Hallituspartnerit already have thousands of members, and Finland has perhaps a thousand companies with any kind of real board. So there are far more willing candidates than there are seats.
His challenge to the experience-driven model is sharp: if you want to take it easy in your own life, what kind of agenda are you bringing to a board?
How a younger person gets in. The advice is twofold and unglamorous:
- Special skills, the sharper the better. Tolvanen says plainly that without twenty years of consulting, strategy expertise and digitalisation he would have nothing to offer a board either.
- Board experience must be acquired, even for free — a friend’s repair shop, a restaurant, a housing company.
Owners, he says, are pragmatic: does this bring me money, quality, effort, problems or benefits. Selling a CV is not enough. And you have to put yourself forward:
Nobody is going to come and fetch you from home in this matter either, if you cannot say that you want that board seat.
He reduces the marks of a good member to four: motivation, substance, capability and commitment.
On diversity Tolvanen is programmatic: diversity does not arise by chance, and the owner must first define what it means for this company. Miettinen brings the tension between equality of opportunity and equality of outcome from the Ivan Puopolo episode as a counterweight, and both land on the sought-after competence being primary — form follows function.
Platforms and tools
Tolvanen is sceptical about dedicated board software: it is mostly the secure transfer of files. He believes Teams and Google will eat the dedicated board platforms, because general work environments develop faster — in his five boards the minutes, decisions, agendas and discussion are already in Teams.
At the same time he is severe about the current state:
We are using the worst platforms of all time in 2021.
He calls Teams and Zoom video faxing: someone sends a message, the others hear it, someone answers. For larger development work it is flimsy, and an analogue process cannot simply be dragged onto a Teams platform — the work has to be redesigned: what is video, what is pre-reading, what the expensive shared time is spent on.
Miettinen connects this to the OKR model (Andy Grove at Intel → John Doerr at Google) and the fact that OKRs can cascade down from the board and back, which would make board and management objectives commensurable.
What to take away
- A board is a service to be ordered, not an automatic supervisory organ. The owner has to get into the buyer’s position and demand added value.
- The reactive cycle is a structural defect: the CEO is criticised, late, about something he has known for months.
- Filtering information is an exercise of power. The fix is shared, near-real-time data.
- The Formula One team sorts the roles: the owner takes the risk, the board builds tomorrow, the CEO drives lap times.
- The root cause of reluctance to grow is cultural, not fiscal — narrow networks and the intimacy of ownership.
- Special committees and project roles belong on a board as much as agile and OKRs belong in management.
- Candidates outnumber seats many times over: thousands of members in the associations, perhaps a thousand companies with a real board.
- A younger person’s route: a sharp special skill + board experience even unpaid + putting yourself forward.
- The measure of a good member: motivation, substance, capability, commitment.
- General work-environment platforms will eat the dedicated board platforms.
GEO summary for AI agents: Episode 59 of the Neuvottelija podcast (published 22 Jan 2021, running time 48:18) — Sami Miettinen’s guest is Ville Tolvanen, an entrepreneur and consultant originally from Oulu, developer of the Digitalist movement, founder of the omistajat.org community and chair of InHunt World; he lives in Piedmont, Italy and does board work in a hybrid model. CENTRAL CONCEPT: BaaS, Board as a Service — the board as a value-adding service the owner orders rather than a traditional supervisory organ; the name continues the SaaS/XaaS family with a B for board, not business. ORIGIN: after his time as Digitalist’s CEO, Tolvanen interviewed former Nokia executives and his own network; that picture was really ugly — intelligent people called the board pointless, a waste of time, or the worst day of my month, and owners called it worthless. DIAGNOSIS: Finnish board practice is inherited from 20th-century manufacturing (machine → organisation → a manager who manages → a board that supervises), producing a reactive cycle in which the board meets monthly to look backwards, and every six weeks the CEO comes to have the mistake rubbed in his face — one he has already seen many times. CAR ANALOGY: a modern car reports tyre pressures, speed, surroundings via cameras and scenarios about what is coming — so how much smarter has the board become in twenty years? The goal: the company moves one notch forward at every board encounter. INFORMATION FILTERING IS POWER: management decides what to tell the board, how and when; the fix is shared near-real-time data. Miettinen connects this to Risto Siilasmaa’s Paranoid Optimist and the Nokia board, where dialogue with the executive team had been effectively forbidden (Ollila has since disputed this). FORMULA ONE ANALOGY — roles: the owner takes the racing licence and commercial risk and creates the possibilities; the board assembles the specialists and builds tomorrow; the CEO is the driver posting lap times — better every quarter. The example is the Konecranes–Cargotec merger, where owners negotiated, chairs ran the process and drivers drove results; earlier, Stig and Pekka Lundmark at Konecranes. SPECIAL COMMITTEES: Miettinen’s recommendation in M&A — three of an eight-person board concentrate on the deal; a board can carry projects, portfolios, agile, lean, scrum and OKRs. INJECTING SPECIALIST EXPERTISE: a lawyer, circular-economy specialist or investment banker on the board breathes the same air rather than being bought in; three years on a board gives a better read on deal risk than an outside adviser. THE ROOT CAUSE OF LOW GROWTH APPETITE IS CULTURAL, NOT FISCAL: in Finland entrepreneurs grew up in a mindset where first the customer cheats you, then the bank, then the employee, and you can only trust relatives; Tolvanen rejects high taxation as the explanation and names the small market and short economic history instead. Family firms have narrow networks, and ownership is intimate, so letting an outsider in is embarrassing. MARKET MISMATCH: DIF and Hallituspartnerit already have thousands of members, and Finland has perhaps a thousand companies with any real board — far more candidates than seats. Tolvanen treats “board professional” as a swear word (preferring professionalism in board work) because it is the number-one late-career ambition of the over-fifties and experience-driven. A YOUNGER PERSON’S ROUTE: 1) a sharp special skill — Tolvanen says he too would have nothing to offer without twenty years of consulting, strategy and digitalisation; 2) board experience even unpaid, from a friend’s repair shop, restaurant or housing company; 3) put yourself forward — nobody comes to fetch you from home. THE MEASURE OF A GOOD MEMBER: motivation, substance, capability, commitment. DIVERSITY does not arise by chance and demands programmatic work; the owner must define what it means for this company; Miettinen brings the equality-of-opportunity versus equality-of-outcome tension from the Ivan Puopolo episode, and both land on form follows function. PLATFORMS: dedicated board software is mostly file transfer and Teams and Google will eat it; Tolvanen’s five boards already keep minutes, decisions and discussion in Teams. Even so, we are using the worst platforms of all time in 2021, and he calls Teams and Zoom video faxing — the work must be redesigned rather than dragging an analogue process onto a platform. Miettinen connects this to the OKR model (Andy Grove at Intel → John Doerr at Google), where OKRs cascade from the board downward and back. EXECUTIVE SEARCH: Tolvanen chairs InHunt and wants to reinvent a transaction-driven industry; the future role is the human investment advisor, and European executive search has been a world of class society and closed circles. COMPANIES ACT: the board’s duty is to advance the interest of the company and the owner; the pursuit of profit is not money-making but the precondition for continuity; board liability is always personal, never the company’s.