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The Changing Shape of Global Governance
In the opening episode of The Public Company Series Podcast, host Doug Chia talks with Chuka Umunna, Global Head of Corporate Governance and Sustainable Solutions at J.P. Morgan. The conversation skips past governance “best practices” and gets into why board expectations are shifting across markets — and what that actually looks like on the ground.
Umunna’s core point: governance differences between countries are real, but often overstated when you only look at legal structures. Boards around the world face the same pressures — investor scrutiny, regulatory oversight, geopolitical risk, and rising expectations for rigor.
The Changing Shape of Global Governance
The term “Americanization” comes up repeatedly. Umunna is careful to strip it of any value judgment. He’s not saying U.S. governance is better or worse — he’s describing what happens when U.S. market expectations become the reference point.
In his view, U.S. governance puts particular weight on shareholder primacy, formalized oversight, documentation, risk management, and SEC compliance. These features aren’t unique to the U.S., but they’re more heavily emphasized — partly because of litigation risk and activist engagement.
European systems look different. Many embed stakeholder considerations into governance design from the start, including employee representation on two-tier boards. Decision-making tends to be more deliberate, and combined CEO-chair roles are less common. Umunna positions the U.K. somewhere between U.S. and continental European models.
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Why U.S. Governance Still Surprises Non-U.S. Directors
irectors from outside the U.S. are often surprised by how formalized U.S. governance actually is. Expectations around internal controls, independence, board minutes, and investor engagement can feel more demanding than anticipated.
Umunna pushes back on the idea that the U.S. is “deregulated.” Scrutiny takes different forms here. Activist investors, stricter interpretations of independence, and the depth of engagement expected by U.S.-anchored investors all shape how boards operate once companies enter U.S. markets.
Why Companies Still Choose U.S. Listings
Despite the commentary about regulatory burden, governance complexity rarely drives non-U.S. companies away from U.S. listings. What draws them in? Deep capital markets, liquidity, and — most importantly — valuation.
Governance becomes a critical execution issue once the strategic case for a U.S. listing is made. But it’s typically not the trigger. This distinction matters: companies often invest heavily in board composition and governance reforms during listing preparation, not beforehand.
Board Composition Adjusts to Meet Expectations
Companies preparing for U.S. listings frequently rethink their board composition. They prioritize directors with U.S. market credibility, regulatory familiarity, and cross-border experience. Structural reforms may follow when existing governance models diverge significantly from U.S. expectations.
That said, Umunna cautions against overstating the differences between U.S. and non-U.S. boards. Structures may differ, but board behavior often converges under pressure from investors, reputational risk, and social media. Governance responses can look increasingly similar — even when legal frameworks remain distinct.
Geographic Diversity and Geopolitical Context
U.S. boards remain less internationally diverse than their European counterparts. Non-U.S. directors often get appointed only when they have significant U.S. market experience. Umunna suggests that geopolitical complexity may push boards to bring in deeper geographic perspectives — particularly for multinationals with exposure across regions.
He also challenges the idea that “international experience” substitutes for lived, current geographic context. Post-Covid norms around remote participation may lower the logistical barriers to broader board representation.
Structural Limits to Governance Professionalization
Not all jurisdictions can adopt U.S.-style governance practices. Umunna points to structural constraints: two-tier boards in Europe, gaps in civil-law frameworks in emerging markets, local citizenship requirements, and political considerations that can override merit-based appointments.
These constraints explain why governance convergence is uneven — and why expectations set by global investors can be difficult for some companies to meet.
Tying It All Together
Across jurisdictions, ownership models, and company stages, Umunna keeps returning to one theme: governance effectiveness depends less on formal structure than on whether boards have the judgment, experience, and discipline to operate under scrutiny.
The episode positions governance not as a static checklist, but as a dynamic response to market pressure, political context, and global complexity — setting the foundation for conversations later in the series.
About The Author
- Ashley Merder is the Senior Manager of Brand Marketing at OnBoard, where she leads brand strategy, content, social presence, and creative direction. With over a decade of experience working alongside a nonprofit board, she brings a mission-driven perspective to B2B SaaS. Her work focuses on making strategy visible using clarity, discipline, and design to shape how the brand is understood, trusted, and experienced.
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