55 additional board appointments for INSEAD Directors Network members

Members Board & Corporate Governance Positions Announcement 2Q – 2020 

INSEAD’s International Director Network, IDNis proudly sharing the recent appointments of board and corporate governance positions of our members, truly recognising our members and the strength of our IDN network.

IDN members have been appointed to 55 new board positions in 22 countries, summing up to 293 position announcements since 2017.

As a member of IDN, the network of INSEAD International Board Directors, (full membership is open to all INSEAD Alumni with appropriate directorship experience and is automatic for Certified Directors (IDP-C) from INSEAD’s International Directors Program (IDP)), you can be truly proud of your network!

You will find the IDN members with new board positions below.  Why don’t you help share our network’s achievement via Linkedin, as well as also position yourself and your membership of a vibrant network via this LinkedIn post.

And take the time to connect with your fellow IDN members at LinkedIn and expand your board contacts by clicking their names below and connecting with them!

To date, IDP has been completed by 1,302 participants, with 986 certified IDP-C/ IDBP-C directors, and our International Board Network IDN of INSEAD Alumni includes more than 1,475 members.

IDN works closely with INSEAD Corporate Governance Centre, which undertakes cutting-edge research and teaching tailored to the needs of boards and international directors.  The Centre fosters a global dialogue on the challenges of corporate governance and leadership in an international context.

INSEAD Directors’ Network – Members New Board & Corporate Governance Positions

IDN members – Certified IDP-C Board Directors

Céline Abecassis-Moedas – June 2020 – Non-executive Director at Vista Alegre Atlantis (Listed, HQ Portugal)
Carole Ackermann – April & June 2020 – Non-Executive Director at BNP Paribas (Suisse) SA (Private, HQ Switzerland),  Chairman at École hôtelière de Lausanne( Private, HQ Switzerland)
Xavier Bedoret – May 2020 – Independent Expert Member of the Audit Committee at Radio & Television Belge (Public Sector – Brussels)
Stefan Buser –June 2020 – Board member at Netrics AG (Private, HQ Switzerland)
Elisabetta Cugnasca – March and April 2020 – Board, Management Controlling Committee & Supervisory Body member at IW Bank (Private, HQ Italy), Board member of “Be Shaping The Future DigiTech Solution” (Private, HQ Italy)
Lale Develioglu – April 2020 – Independent Board Director at Aksa Akrilik (Listed, HQ Turkey)
Yves Elsen – April 2020 – Non-Executive Director at Ardagh Group S.A. (NYSEC Listed, Grand Duchy of Luxembourg)
Liselotte Engstam – June 2020 – Board Member at Institute for Management of Innovation & Technology (Foundation, HQ Sweden)
Ozgen Etker Simons – January 2020 – Non-Executive Board Member at Lake Geneva Investment Partners (HQ Switzerland)
Gerry Fitzpatrick –May 2020 – Independent Non-executive Director, Zurich Life Assurance PLC, Young Social Innovators Ireland
Barbara Frohn – May 2020 – Chair of the Supervisory Board at Citigroup Global Markets Europe AG (HQ Germany)
Daniel Frutig-Meier – May & June 2020 – Member & Delegate of the Board at Lerch AG – Winterthur/Switzerland  (Private, HQ Switzerland), Vice Chairman of the Board at Arviem AG – Baar/Zug (Private) and Board member at Misanto AG (Private)
Rutger Groot – March 2020 – Supervisory Board Member at Netherlands Africa Business Council
David Haglund – June 2020 – Non-Executive Board Director at Aramex (Listed, HQ UAE)
Denise Koopmans – August 2020 – Member Supervisory Board, Chair Remuneration Committee, Royal BAM Group NV (listed, HQ the Netherlands)
Joachim Kuske – April 2020 – Board Member at Luxembourg Director Institute (ILA) (NGO, HQ Luxembourg)
Karen Loon – January 2020 – Vice-Chair and Singapore Councillor at Chartered Accountants Australia New Zealand Singapore Council (NGO Professional Body, HQ Singapore)
Bert Meerstadt – June 2020 – Chairman of Supervisory Board at CB Logistics (Private, HQ Netherlands)
Bruno Mercier – June 2020 – Non-Executive Director at Bluemoon Holdings (Private, Cayman Islands)
Dominic Nixon – December 2019 – Chairman, Board of Governors at Tanglin Trust School (Private Education Sector, Singapore)
Gbenga Oyebode– November 2019 & March 2020 – Board of Trustees Member at Ford Foundation (Not-for-profit, HQ USA), Board of Trustees Member at The Africa Center (Not-for-profit, HQ USA), Non-executive Director at Lafarge Africa PLC (Public, HQ Nigeria)
Monica Porfilio – October 2019 – Non-Executive Board Director at Nature Investments S.àr.l.
Karl Reynders – February 2020 –Non-Executive Director at ELBA NV (PE-owned, HQ Belgium), Board Member at Indigo B Professional Services Pte Ltd (Private, HQ Singapore)
Thomas Seale – October 2019 & June 2020 – Non-executive Director at Raymond James SICAV (Luxembourg), Non-executive Director at LFP Opportunities SICAV (Luxembourg), Non-executive Director at Silver Holdings S.A. (Luxembourg)
Oern Stuge – March and June 2020 –  Chairman at  Neo Medical SA (Private, HQ Switzerland), Board of Directors at Median Technologies SAS (Listed, HQ France)
Aude Thibaut de Maisieres – May 2020 – Non Executive Director at Solvay (Listed, HQ Brussels)
Doris Tomanek – April 2020 – Member of Supervisory Board at AO Unicredit Bank, Chairwoman of Remuneration and Nomination Committee at UniCredit Bank Russia (Private, HQ Russia)
Bas van Buijtenen – April 2020 – Non-Executive Director and Member of the Nomination/Remuneration Committee at Microphyt, France (VC owned, HQ France), Non-executive Board Member at ABC Transfer (Private, HQ France)
Kees van der Vleuten – April, June & July 2020 – Member of the Board of Advisors at MAS Services
(Private, HQ Netherlands), Member of the Board of Advisors at Rahma Foundation (HQ Netherlands), Member of the Board of Advisors at Connecting Works, Member of the Board of Advisors at Worldlife Foundation
Till Vestring – July 2020 – Non-Executive Director at Delaware Pro (Private, HQ Belgium)
Helen Wiseman – April 2020 – Independent Non-executive Director at Elixinol Global Limited (Listed, HQ Australia)

IDN Members – Board Directors

Jeroen Cammeraat – March 2020 – Chairman of the Supervisory Board at Plasmacure BV, Netherlands (Private, HQ Netherlands)
Susanne Hannestad – March 2020, Non-Executive Board Director at Monty Mobile (Private, HQ London UK)
Gautam Khurana – February 2020 – Executive Director at Precious Shipping Public Company Limited (HQ Thailand)
Martin McCourt – May 2020 – Non-Executive Director at Sierra Wireless (Nasdaq: SWIR, HQ Vancouver Canada)
Robin Pho – February and April 2020, Non-Executive Board Member, Forum for the Future Asia (NGO, Singapore, HQ in the UK), Non-Executive Board Member at Family Business Network Asia (NPO, Singapore)
Joshua C K Siow – February 2020 – Non-Executive Independent Board Director at Pico (Public Company Limited, Stock Exchange of Thailand, HQ Thailand)
Jim Strang – May 2020 – Chairman of the Board at Hg Capital Trust PLC (Listed, HQ UK)
Remon Veraart – March 2020 – Supervisory Board Member at Euramax BV (Private, HQ Netherlands)

Previous announcements and more information

Previous board position announcements by shared by IDN;
March 2020 October 2019 July 2019  February 2019  November 2018 July 2018 April 2018  January 2018   October 2017

 

For more information about: 

INSEAD International Directors’ Network: https://blogs.insead.edu/idpn-globalclub

INSEADs Corporate Governance Programmes: https://www.insead.edu/executive-education/corporate-governance

For members of IDN, please ensure that you share your new appointments via survey shared to you vi mail, any queries contact l.engstam@insead.edu

For head hunters interested in finding international board members focused on staying up to date with latest board and governance insights, please contact IDN President, Helen Pitcher OBE, at helen.pitcher@insead.edu

For organisations interested in partnering with IDN, please contact IDN President, Helen Pitcher OBE, at helen.pitcher@insead.edu

On Behalf of the INSEAD International Directors’ Network Board,


Helen Wiseman, 
IDP-C, IDN & NAA Australia Board Member,
NED at multiple companies
www.linkedin.com/in/helenwiseman
helen.wiseman@insead.edu

Ensuring ESG Effectiveness on Boards

Blogpost by IDN US Ambassador Mary Francia

Though environmental, social, and corporate governance has seen increased attention over recent years, the COVID-19 pandemic has put ESG in the spotlight. With stakeholders measuring businesses based on their perceived preparedness—for the pandemic, for the recession, for a post-COVID rebound—it’s never been clearer that boards play a crucial role in helping their executive teams with both long-term strategic planning and short-term crisis management.

Businesses, employees, shareholders, communities, and customers are all dealing with unprecedented levels of financial and emotional stress, and this is drawing attention to how companies compare to their peers in terms of ESG performance. Stakeholders have elevated their expectations for transparency around corporate ESG efforts, pressuring leaders to (a) think deeply about the social, environmental, and moral implications of business decisions, (b) communicate their company’s specific ESG responsibilities, and (c) recognize the need for ESG expertise at the board level.

Here are nine tips to maximizing the effectiveness of your board’s ESG oversight.

  • Define what ESG means for your organization. ESG is a framework for analyzing companies and assessing their environment, social, and governance performance. But every organization has a unique exposure to these factors. A paper company, for example, has different environmental responsibilities than a fintech company. So boards must understand their company’s specific relationship to this general framework.
  • Communicate. To build this understanding, it’s essential to have constant discussions between board members, boards and executive teams, and boards and other stakeholders. Directors need to know what peoples’ expectations are around ESG and align those expectations with each other. Pick up the phone, have the conversations.
  • Evaluate for ESG competency. Just as you review your company portfolio, ESG should factor in the director review process. Evaluate skills and educate board members to fill any gaps.
  • Convert ESG into the strategy. In working to foresee, identify, and capitalize on ecosystem changes, boards need to imbed ESG into their company’s strategy; and to achieve this, they need to make ESG considerations part of the agenda in every committee meeting.
  • Know how to measure ESG. Whether it’s evaluated using an external advisory or with internal teams, it’s important for boards to measure their environmental, social, and governance proposition, know-how ESG interacts with company value in the present, and be prepared to steer that interaction in the future. Not only do board members need to be familiar with the way their organization measures and the external disclosures it makes, but they also need to be confident that these measurements and disclosures are accurate and complete.
  • Create your dashboard and accountability. Run a session with your board, define what is essential for your company, and then ask management to react to these findings. Build a dashboard using metrics that represent your business context and then assign ownership—at both the board and management level—over the process. To ensure management’s priorities remain aligned with the board’s, link ESG performance to executive compensation.
  • Understand how your stakeholders measure sustainability. To see the impact of ESG on the value of a company, some investors will conduct a scenario analysis, calculate an ESG valuation, and compare it to a baseline valuation. The difference between the two scenarios reveals the type and magnitude of ESG factors affecting a company. Directors need to know what scores apply in their industry and what indices their investors use to measure their value.
  • ESG is not just about risk; it’s about building value. Risk and opportunity often come hand in hand. Boards who consider ESG as purely a risk-prevention measure often fail to acknowledge that ESG considerations can, when capitalized on, drive long-term performance gains.
  • Refresh and Educate. It has never been so crucial for companies to have best-in-class ESG performance. To achieve that and fully inject ESG considerations into the company’s everyday functioning, it’s necessary to have expertise on the board, and to task those experts with infusing ESG considerations into short- and long-term company strategy.

There could not be a better time, give the current volatility, to bring ESG competency to the board.

 

by IDN US Ambassador Mary Francia, also Partner at Board Practice Odgers Berndtson

This blogpost was originally shared at

https://www.odgersberndtson.com/en-us/insights/ensuring-environmental-social-governance-effectiveness-on-boards

 

What makes an Effective Chair?

by Mary Francia, INSEAD IDN’s ambassador for the Americas and host of the referenced Chairmen event. 

I was thrilled to join fellow alumni last month in San Francisco for the opening of the INSEAD San Francisco Hub for Business Innovation. We had the privilege to inaugurate the Hub with the first Masterclass, featuring Professor Stanislav Shekshnia, co-director of the program ‘Leading from the Chair’ and author of  Leading the Board, followed by the panel ‘How to Be a Good Board Chair’, presented to an audience of directors, shareholders, CEOs, chairs and executives.

The discussion examined a variety of board practices, comparing European and American boards in the public and private sectors, in family firms, technology companies and startups, and looking at how types of board structures and duties can vary due to cultural differences. Below you’ll find highlights of our fantastic exchange between Stanislav Shekshnia, Dominique Trempont and Tommaso Trionfi – each of them experienced chairpeople of public and private companies – on what board chairs do, how they do it and what makes an effective chair.

What is the No. 1 challenge of board chairs?

Managing a “difficult” board member, where a problematic board member is seen as domineering, makes too much noise, too much room or does not listen. The interesting finding, however, was that a silent board member is actually the hardest challenge: how do you get a silent board member to contribute?

Who does the chair work for?

A chair leads the board and represents it in its relationship with shareholders and the CEO. But who does the chair work for? The company? Shareholders? Interestingly, we heard that – with few differences – the overwhelming response in Europe today is that the company is the principal – much as we’ve seen in the trend for stakeholders vs. shareholders.

What defines culture in a board?

Interestingly enough, it is not nationality or the country! Instead, in Europe it’s the ownership structure, the company lifecycle and the size of the board that defines cultural differences in boards.

The concept of ‘Empty Head’.

“Not knowing much about the industry of the board you chair” is a theme we carried from the class to the panel with Dominic Trempont and Tomasso Trionfi, and even beyond it via a e-mail discussion. If we agreed on the role of the chair, would it be better not to have an opinion?  Should we pursue a chair position in an industry that we do not belong to? Would it free us to focus more on our role?

So, what is the role of the chair?

It’s about enablement, and the board is not a team! Enable leadership. A chair must enable a board to work effectively as a team and make the collective decisions required – but that doesn’t mean a chair is there to make a team out of the board.

Who owns the materials and the concept of the ‘0 – 30 – 50 – 20 Rule’.

Listening to presentations in a board meeting takes up a lot of time – sometimes as much as 70% of a meeting. How does this encourage directors to prepare on a subject that they will listen to repeatedly or often in a meeting? In a useful board meeting the chair owns the materials and drives the 0-30-50-20 Rule – in which there are zero presentations! Guess what the other percentages are that drive aproductive conversation?  This is a critical insight as usually, material presented to a board is structured to get it to approve a proposal. This approach should incorporate the most valuable information for decision making.

What is the right way of working with the chair on a board?

The type of relationship with a CEO – and what defines it – is important. Should it be collaborative? One based on mentoring? An advisory capacity? We discussed how the chair role in a private board might differ from other institutions, and the outcome identified the role being driven by two scenarios:

1) The chair is the major shareholder and decision reside with that person.

2) The mix of shareholder ownership is dispersed and decisions are made by the board. The chair, in this case, enables conversations and effectiveness is vital, regardless of their percentage of ownership representation in the board.

The value of the chair in a technology company

The role of the chair is often fundamental to the core of the company DNA.  The Chair is the institutional memory of the company,safeguardingits mission and its culture. He or she can not be an “empty head.”

The challenges of the board chair at a startup

Very common or systematic, the role of the chair and CEO is often combined in startups. The recommendation is that when a board is created, the roles are split. The duties and legal exposure of a CEO and chair are different in the early stages of the company, and impact the thresholds from growth to failures – who the company serves, who it needs to protect and what it is liable for?

What makes a board effective?

Having a clear understanding of the board’s needs and a plan towards achieving them. For example:

  • What critical competencies the board should have and a process to measure against them.
  • The right diversity in the boardroom to enable fruitful discussions and capture a 360-degree view when evaluating opportunities and risk.

 

Diversity is not the only gender: an effective chair provides a nomination committee with a clear understanding of what kind of diversity they want to bring to a board.

In our conversation about the challenges of rebuilding a board towards gender diversity, a key challenge is the recruitment of female candidates, especially in California, where regulations exist that drive quotas for female participation. Our panel delivered a key message to nomination committees: change their view that a female CEO needs to be a qualified candidate, and be open to candidates in other C-level roles as well as partners in consulting firms. They see the business and have larger exposure. And to the corporations: build a larger pool of qualified female leaders with succession planning.

The critical attribute of an effective chair

What makes an effective CEO does not help as a chair. It was interesting that on American corporate boards with ‘one-tier’ structures in which the CEO/chair role is combined, there is often a lead director with a strong preference towards independent directors.

To conclude, this was such a vibrant discussion and everyone taking part learned so much from the lessons shared by the panel. Clearly, there are many more insights on this subject to unearth! Our next piece of research, capturing the practices of chairs across the Americas, commenced last month, and I’m excited to be involved in the program, looking forward to sharing and capturing its insights on this crucial topic with our clients.

by Mary Francia

Mary Francia she is INSEAD IDN’s ambassador for the Americas, and she engages the alumni on subjects of governance.  Mary was the host for the above referenced Chairman event.  She is a Partner in the Board Practice of Odgers Berndtson based in their Atlanta office helping boards with composition strategy and succession planning.

25 additional Board appointments at INSEAD Directors’ Network

March 12, 2020

Members Board & Corporate Governance Positions Announcement 1Q – 2020 

25 additional International Board appointments of INSEAD Directors’ Network members, totalling 238 with previously announced.

INSEADs International Director Network, IDN, is proudly sharing the recent appointments of board and corporate governance positions of our members, truly recognizing our members and the strength of our IDN network.

IDN members has been appointed to 25 new board positions in 15 countries, summing up to 238 position announcements since 2017.

IDN is a network of International Board Directors, where full membership is open to all INSEAD Alumni with appropriate directorship experienceand is automatic for Certified Directors (IDP-C) from INSEADs International Directors Program (IDP).

The aim of the IDN network is to facilitate contacts, share insights and experiences on international board topics and promote excellence in corporate governance.  

To date, IDP has been completed by 1302 participants, with 981 certified IDP-C/ IDBP-C directors, and our International Board Network IDN of INSEAD Alumni includes more than 1600 members.

IDN works closely with INSEAD Corporate Governance Centre, which undertakes cutting-edge research and teaching tailored to the needs of boards and international directors. It fosters a global dialogue on the challenges of corporate governance and leadership in an international context.

INSEAD Directors’ Network – Members New Board & Corporate Governance Positions 

IDN members – Certified IDP-C Board Directors

Stefan Buser – November 2019 & January 2020 – Non-Executive Chairman nexcellent AG & Board Member BE Electric AG (both Private, HQ Switzerland)

Margaret Clandillon – May & August 2019 and June 2019 – Non-Executive Director at Dara Aviation Finance Limited and Navigator Aviation DAC (Private, HQ Ireland) and at AASET 2019-1 International Ltd (Private, HQ Cayman)

Mary Francia – February 2020 – Board Member at OnBoard Inc (Private, HQ USA)

Allison Gaines – January 2020 – Board Director of AESC (the Association of Executive Search and Leadership Consultants) (Professional Association, HQ USA)

Fennemiek Gommer – January 2020 – Non-Executive Director at Ridder Group (Private, HQ The Netherlands)

Louise Nicolin – January 2020 – Non-Executive Director at Optinova Group (Private, HQ Finland)

Gbenga Oyebode – March 2019- February 2020 – Board Member at Cleveland Museum of Art International Council f Collectors & Smithsonian’s National Museum of African Art (Private, HQ USA)

Helen Pitcher OBE – October 2019 – Independent Director at One Health Group Limited (Private, HQ UK)

Monica Porfilio – September 2019 – Observer at Grape Hospitatliy Holding S.A. (Private, HQ Luxembourg)

Mary Sue Rogers – January 2019 – Non-Executive Director at East-West Seed (Private, HQ Thailand) 

Steen Stavnsbo Jan 2020 – Non-Executive Director at ARoS Art Museum (Private, HQ Denmark)

David Surdeau – January 2020 – Chief Financial Officer at Marks and Spencer PLC (Listed, HQ UK)   

Marcia de Wachter – November 2019 – Non-Executive Director at MeDirectBank (Private, HQ Malta)  

IDN Members – Board Directors

Roy Ling – Dec 2019 – Lead Independent Director Sino Grandness Food Industry Group Ltd (Listed, HQ Singapore)

Martin McCourt – November 2019 – Non-Executive Director at Veridium ID Ltd (Private, HQ UK ) and at IDnow GmbH (Private HQ Germany)

Bruno Mercier – November 2019 – Board Member at Driscoll China (Private, China)

Etienne Haumont – May 2019 – Member Supervisory Board at Momentum Single Family Office (Private, HQ Luxembourg)

Nicolas Naudin – October 2019 – Non-Executive Director at CELL-EASY (Private, HQ France)

Garo Sarkissian – January 2020 – Non-Executive Director at SmartWitness (Private, HQ US) 

IDN Board – New Board Directors

Helen Wiseman, IDP-C – Board Member at INSEAD Directors Network (Non-Profit, HQ France)

 

Previous announcements and more information

Previous board position announcements by shared by IDN;

October 2019 July 2019  February 2019  November 2018 July 2018 April 2018  January 2018   October 2017

For more information about: 

INSEAD International Directors’ Network: https://blogs.insead.edu/idpn-globalclub

INSEADs Corporate Governance Programmes: https://www.insead.edu/executive-education/corporate-governance

For members of IDN, please ensure that you share your new appointments via the collection link shared via mail to the IDN Network

For head hunters interested in finding international board members focused on staying up to date with latest board and governance insights, please contact IDN President, Helen Pitcher OBE, at helen.pitcher@insead.edu

For organisations interested in partnering with IDN, please contact IDN President, Helen Pitcher OBE, at helen.pitcher@insead.edu

 

On behalf of the INSEAD International Directors’ Network Board,

Liselotte Engstam,
IDN Board Member, Chair Communication Committee
l.enstam@insead.edu

 

 

The Gender Bonus Beyond “The Land That Time Forgot”

The Gender Bonus Beyond “The Land That Time Forgot”

Author: INSEAD IDN President Helen Pitcher, OBE

As we enter a new decade it is an opportune time to reflect on the progress of diversity on Boards and the challenges that lie ahead.

This past decade has been one where female participation in the business world has exploded into the headlines and onto our Boardrooms.

In the UK we started the decade with the Davis Report in 2011 which sort to drive a voluntary target of 25% of women on Boards’ of FTSE 100 companies by 2015. The target was successfully achieved and then superseded by a 33% target by 2020, which is also likely to be achieved.  This model of targeted voluntary compliance has proved successful but there is still much to do in creating further diversity in the executive pipeline.  Targeted compliance has provided a catalyst for increasing gender participation on the executive committee and subsequently feeding onto Boards.  While less explosive and headline grabbing, this approach has largely avoided the accusation of under qualification and under experienced women on Boards, often thrown at the quota approach.

I was reminded recently of this former pre-2011 world by an article which articulated a ‘gender penalty’ for US Boards, based on the perception of investors, that Boards which focused on diversity would be distracted from focusing on short term profits.

How much the world has changed since the data used in the article was collected.  This has been a decade where both Regulatory and Governmental pressure has focused on the sustainability of our companies, in the face of numerous scandals largely driven by a short-termism approach.  This has culminated in a revised UK Governance Code, under pressure from the Government, promoting and ensuring that the Board engages, understand and consider a wider range of stakeholder in their deliberations and decisions.  This broadening of the stakeholder framework for a Board, is a growing global phenomenon where we see the concept of companies having to ‘earn’ a ‘licence to operate’, gaining increasing traction.  The recent pronouncement from the US Business Roundtable, an association of over 180 CEO’s of America’s leading companies, recommended a move away from a myopic focus on short term profit, to a broader focus covering employees, suppliers, communities and the environment.

This reflects a shifting spotlight onto sustainable long-term value for shareholders.  The business world and CEOs are being driven by their consumers and constituencies which provide them with the demand and ‘raw’ material to create long term value.  CEOs are increasingly ‘woke’ to the driving forces of climate change, ethical operation and sustainable value, which are at the forefront of the minds of their employees, consumers and increasingly concerned ‘woke’ pensions investment consumers.

My own experience is that climate change is becoming a key discussion point in Boardrooms, this is especially true where there is a direct business impact or indirect consumer impact.  This includes businesses across the energy, food and transport sectors to mention but a few.

This changing perspective to a broader stakeholder consideration, in turn directly shifts the nature of the Board’s debate to a much more diverse and emotional engagement.  It is fascinating to see a group of predominantly unemotional, reductionist, analytical males trying to make any sense of the outpourings of a sixteen-year-old female generational climate change totem.  Let alone struggling with how to translate this into a coherent vision and stakeholder strategy with an effective stakeholder communication plan for the future.

The ‘gender penalty’ article takes us back to a misogynist world, where the focus on short-term profits was heavily dominant, and where a largely male investor cohort, thought that focusing on diversity endangered this myopic goal of short-term profit.  In 2011, the final year of data collected for this study; the world started to change.  The Davis Report in the UK set voluntary target for females on our top corporate boards and started a change process from 12.5% of females on FTSE 100 Boards in 2010, to 32% in 2019.  This voluntary standard has been the driving force of the debate on how we accelerate the experience, qualification and accessibility of women to senior leadership positions, both in the executive pipeline and on to the Board.  Any of the pre 2011, predominantly male investors, looking at the FTSE 100 today would see nothing but a commitment to diversity on our Boards, and anyone using their outdated short term profit value ‘model’, would be ruled out from investing in the FTSE 100, which represent 80% of the capital valuation of the whole FTSE.

These forces for change are being replicated across the globe.  Emergence of the ‘woke’ Board with its eyes firmly fixed on the strategic horizon and balancing long term and short-term shareholder value, is the abiding image for the future.  Our Boards are increasingly recognising their responsibilities to the wider stakeholder communities and the threat to shareholder value that ignoring these trends presents.

This changing perspective of Boards is also driving an evolution in the role played by the Chairman of the Board, the last bastion of an un-diverse landscape that pervades our corporate life.  These changes are well articulated in a recent report on the future role of the Chairman by Deloitte, which recognised a significant shift in the professionalisation of the Chairman’s role and the demands being placed upon it.  Chairman are increasingly seen as the driving force of sustainable value and survival of the business.  Their role is developing strongly as; the ‘Company Ambassador’, driving a much stronger and wider engagement across all stakeholders; the ‘Strategy Provocateur’, provoking the CEO and Executive Team to develop a longer-term strategy; the ‘Culture and Talent Cultivator’, ensuring the cultural integrity and development and succession beyond the CEO; the ‘Guardian’ of the company’s reputation, ensuring ethical and good governance as a framework for performance and shareholder value; and finally as the ‘Board Conductor’ ensuring the Board is fit for the future with collective and individual contributions from the whole Board.

As has been widely described the characteristics of these ‘woke’ Chairman are very much focused on the behavioural spectrum, with flexible behavioural and personal styles, strong emotional intelligence and curiosity, with a level of engagement and humility which can facilitate the Board, “Good chairs recognize that they are not first among equals. They are just the people responsible for making everyone on their boards a good director” (Stanislav Shekshnia, INSEAD Leading from the Chair).

We need to ensure and support the development of these more aware Boards and Chairman.  The diversity dividend of enhanced performance is being increasingly realised and reported in the real world of modern-day Boards, which are targeted on a strategic horizon beyond the short term thinking of the past – “over the past decade McKinsey research has supported the economic, business and societal case for gender parity.  In 2019 our data set continues to show a significant link between diversity and financial performance” (Vivian Hunt DBE, Managing Partner, UK McKinsey & Company).

The missing link is the progress on diversity in the Chairman of our companies.  The modern Chairman requires a behavioural fluency and emotional empathy, which raises the whole Board to meet the challenges of a broader engagement across a range of stakeholders.  There are many able and aware existing and prospective male Chairman, who will bring this greater diversity of thinking and engagement to the Board.  However, we cannot afford to ignore our growing female Board population as viable candidates for this role.  As we increase the pool of women on Boards, we now need to ensure the acceleration of these women into Chairmanship roles, with a specific targeting and pledge to achieve this goal.  The current level of female Chairman across our companies is frankly embarrassing, in the UK 5% for the FTSE 100 and 2.5% for the FTSE 250.  At this rate the latest research from INSEAD suggests that it will take until 2027 to get 20% of women as Chairman of our Boards.  Fortunately, the advances we have made since 2011 means we can avoid any further perception of a ‘gender penalty’ for appointing women to Chairman roles.  As the authors of the ‘gender penalty’ article acknowledge “Over time, just as greater exposure to female leaders has been shown to reduce stereotype bias, the increase in female Board appointments should likewise decrease the perception that firms select directors for any reason other than their qualifications”.

Across our Board landscape we need to live up to this final gender diversity challenge and ensure the unblocking of the current logjam to the appointment of female Chairman.  We should be at least as ambitious as the original Davis targets, and pledge ourselves to 25% of women Chairman by 2025 and drive onto a 33% achievement by 2030.  ‘For this reason we have joined with INSEAD, Cranfield, The Pipeline and several prominent men and women in spearheading an initiative designed to Accelerate Women into the Chairman role. We have been delighted by the positive response, which will culminate in a short charter detailing how existing Chairman and Head-hunters can make this happen.’

The ‘gender bonus’ clearly outweighs the ‘gender penalty’ in our modern companies.  Fortunately, the “Land that Time Forgot”, illuminated in the ‘gender penalty’ article, is now remote, with only a few ‘throwback islands’.  We have largely moved onto a more modern enlightened thinking on the benefits of diversity and how it will help Boards to respond to the challenges ahead.

Reference

  • How to Be a Good Board Chair, Stanislav Shekshnia, HBR March–April 2018

  • Chair of the Future, Deloitte, 2018

  • Women Don’t Mean Business? Gender Penalty in Board Composition, Isabelle Solal, Kaisa Snellman, Organizational Science 2019.

  • Delivering Through Diversity, McKinsey 2018

Article originally published at Advanced Boardroom Excellence  

Board effectiveness and the NED

Helen Pitcher OBE, IDP-C, President of IDN and Chairwoman of Advanced Boardroom Excellence, was the keynote speaker at an event organised in November 2019 by the KPMG Cyprus Audit Committee Institute (ACI), in collaboration with INSEAD Directors Network and the Cyprus IDN Ambassador, NED, Cleopatra Kitti, IDP-C.

The event held welcoming speeches by Michael Antoniades, Chairman of KPMG in Cyprus and Petros Mavrommatis, Principal and Vice Chairman of KPMG Cyprus ACI, and a presentation by British High Commissioner Stephen Lillie CMG, pointing to the importance of balance between directors rights and shareholders rights. The event was summerised in an article in the Cyprus GOLD Magazine.

Helen Pitcher was also interviewed for an article in the paper version of the Cyprus Gold Magazine, as seen here

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During her speech Helen shared insights from her experience leading numerous board evaluations and serving on various boards at FTSE level.

Helen Pitcher pointed out that boards will only be as good as the individual knowledge each member brings to the table and the roles they play. Unfortunately, most people stop their training as soon as they get an executive role. She analysed the varied roles of a modern Non Executive Director (NED) and stressed the importance for organisations to reward NEDs based on measurable criteria

One example she shared related to one of UKs largest construction companies Carillion plc, which 2018 entered into compulsory liquidation. “I honestly believe they thought that either the banks or the Government would bail them out. There wasn’t simply not enough financial knowledge on the Board to avoid this problem.” “Add to this a fundamental lack of communication between the Board members and the Chairman and you have a company in crisis.” shared Helen Pitcher.

In a board evaluation conducted by Pitcher everybody pointed their finger at a particular member, seeing him as someone who did not add value, by virtue of his silent demeanour. When she gave this information to the Chairman, he was flabbergasted. The Board member in question happened to be his most valuable asset, who was constantly giving him vital information about how the company operated. The board needs to ensure they have a continuous and high awareness of the company’s strategic risk. As Ms. Pitcher explained, NEDs are those that provide business, strategic, functional and cultural oversight to their organisations, thus generating added value.

Ms. Pitcher outlined what skills should Board of Directors and shareholders seek when recruiting, in order to increase their Board’s capabilities and effectiveness.She pointed out that besides making the hiring pool more inclusive, recruiters should also start expanding the list of characteristics they look for in a Board member. Diversity is not limited to characteristics of race or gender but deals with diversity of thought. “In Board evaluations, we often see that people who are considered as nuisances or troublemakers are those with different set of opinions who are asking good questions that the others don’t want to answer,” says Pitcher. Her presentation concluded with an analysis on the importance of maintaining NED independence.

The future

Looking to the future, companies will be faced with an almost unrecognizable corporate landscape, says Pitcher. “If they don’t keep up with technological advancements, they will be swept away by the changing tides,” she notes, explaining how the fall of the high street market in the UK is a cautionary tale of how behemoths like Debenhams can turn into dinosaurs. “Artificial intelligence algorithms will become sophisticated enough to automate most of the decisions a Board member takes nowadays,” she says, acknowledging that, on the upside, this will give Boards the freedom to envision a long-term plan and place their worries about short-term results behind them.


Future boardrooms will hold chairs for both young people and company employees. Some final advice was shared by Pitcher “Companies need to arm themselves with people who are mature enough to understand how to pull out the best out of their Boards and effectively manage themselves to the next level.”

Summerized by Liselotte Engstam, IDP-C, NED and Chair Communincation, IDN Board

 

 

 

IDN New Year Message 2019 – 2020

Presidents Message

This year has been an exciting and busy year. We have had several new Board members in Pamela, Jeff, Karen and now Helen, who has been co-opted to cover an unexpected vacancy.  You will see below the work we have been doing on your behalf in relation to Webinars, events, Advocate and connect, Communicating new Board positions that our members secure, Mentoring etc, which are all member benefits. Our Ambassadors of whom we have circa 20 now, with more to join, also support our members immensely in these endeavours. 

Additionally, we have formed a closer bond with INBOARD, including having Peter Nietker on our board, and are working to set up additional programmes in the UK and France. These programmes supplement rather than detract from the IDP core offerings.

In Governance terms we look close to being able to set up a legal entity, open a Bank Account and thus consult on membership subscriptions. Thanks to Dominic and Karen for all their hard work. Some of our board members support not only with their work, but also pay for both services and tools needed for our operations. To de-risk our continued operations, we will move those costs into operational costs and establish partnerships and some base subscription fees. As requested at the AGM we are firming up on the IDN Value proposition, to enable members to have real clarity about what they can expect from the membership and why subscriptions will enhance our ability to add even greater value.

We are still, led by Thomas, with ICGC working on an Award or series of Awards which may we’ll attract sponsorship too, as well as further raising our profile as a body of certified Directors.

The nightmare of the year was GDPR, which gave us a real challenge in accessing membership data. Hagen and his team have done a sterling job on this!!!

To expand the reputation of our members and increase impact we have, led by Liselotte, promoted new board positions, inspired through webinars and social media and initiated a campaign to reduce usage of One Time Plastics through our board roles.  

Mary has provided valuable contributions in her board role, which she has now relinquished and is now the IDN Ambassador for the Americas. 

I cannot close this message without thanking Christopher, Alison and Ludo for all their hard work over the years. Without them we would not be where we are today! 

My existing Board members and ICGC have also worked tirelessly to achieve our aims and the new members have rapidly got to grips with our challenges and taken on key roles in Committee as well as on the Board.

We continue to support INSEAD and ICGC in their endeavour to be a Force for Good, and will align our overarching message for next year to be “Responsible Governance for a Disrupted World“.  

I wish everybody a Happy Christmas, Happy Holidays and Happy New Year as appropriate.

Helen

Helen Pitcher, OBE, IDN President

INSEAD Directors Network 2019

INSEAD Directors Network, IDN, our global and expanding network of more than 1300 international board members and corporate governance experts had a remarkable year.

As a valued IDN Member we would appreciate your feedback on the activities and benefits provided via the network in this short survey, it is confidential and will only take 5-7 min to fill in. Find the survey here. It will be your Christmas gift to us!

The remarkable year is substantiated with the impressive list of IDN members who were appointed to 87 new board positionsin more than 15 countries during first three quarters of the year.

Our 18 local IDN ambassadors across the world has organised numerous local insight and networking events, some together with the local INBOARD and with our INSEAD NAA organisations.


In addition, we have organized global webinars since AGM 2018on current board topics, adding to the previous 21, where some of our own IDN members, ambassadors and board, INSEAD faculty and partners have shared their experiences.

The global webinars, soon to be available via our exclusive membership resources, covered topics as

  • Technology & Blockchain impact for Board Directors
  • Multi-cultural impact on Boards and Boardrooms
  • Writing a Board CV – Doing Yourself justice when applying for board roles
  • Sustainability in the Boardroom and investor ESG focus
  • Boards role in guiding Corporate Culture for Strategy Alignment
  • Innovation in the Boardroom
  • Changing responsibilities for boards and audit committees

We met at the INSEAD Directors Forums in Singapore in February on the topic of Governance in the era of Regulatory and Geopolitical shiftsand in Fontainebleau in October on the topic of Boards Renewal for Transformational Governance, where we also held our AGM.

We also met and discussed at the ICGC arranged Sustainability Summit in March and The INSEAD Alumni Association arrange European Forum in June.

We have initiated a mentoring scheme which during 2019 included 9 mentors and 11 mentees, exchanging valuable insights.

We have shared governance insights and engaged with and between members via our website, our external IDN LinkedIn page, and our IDN Twitter account.

Members have engaged in our Advocate & Connect Board Search service.

We have initiated a Board Member Pledge to Reduce One Time Plastics, which we hope will show how responsible and impactful our IDN members are. Do join the Pledge to reduce One Time Plastic Use!

IDN Members, Ambassadors and the Board contributed to 13 insightful blogposts on the topics of

Contribution to thought leadership was increased, as INSEAD Professor Ludo van der Heyden and our IDN board member Chair and NED Liselotte Engstam, together with Professors Magnusson and Karlsson, researched and shared the result in the article “Innovation and Corporate Renewal also Disrupt Boards

IDN 2020 Plans

2020 we believe will be an important year when INSEAD continue to emphasize that we need to use Business as a Force for Good , and IDN will support with our 2020 theme of Responsible Governance in a disrupted world.

Corporate Governance is continuing to align to the major trends impacting our businesses and societies as sustainability, geopolitics and digitalisation. Our President Helen Pitcher, OBE shares her insights on trends in corporate governance.

We will continue our close collaboration with INSEAD Corporate Governance Center, ICGC and continue our collaboration with the rest of the INSEAD Alumni community.

INSEAD Director Forums arranged by ICGC, brings a great opportunity to meet and network with old and new IDN Colleagues, the next one planned March 30-31 in Singapore and the 10 year anniversary IDF in October 16-17 October in Fontainebleau. We will start facilitating IDP reunion meetings for selected classes aligned with the IDFs.

The appreciated local IDN events arranged by our IDN Ambassadors, will continue and we will also network at local INSEAD Alumni and INBOARD events.

With a strong base in Europe and Asia and a growing network in Americas, we are excited about INSEADs expansion with a new INSEAD hub in San Fransisco and hope to meet many of our IDN Network Members there as well.

On a quarterly basis we will share our IDN members new board appointments, and we will shortly be rolling out the IDN 2020 mentoring program with a focus on IDN members who have recently been appointed to their first board.

We will interview more of our IDN members and increase sharing of their insights and insights on current board topics in IDN blog posts. We also invite our members to volunteer on topics and blogposts.

Our popular global Webinars on current board topics exclusive for our IDN members will continue and we have a webinar already confirmed for

February 17 12-13 CET; “The Value Adding Board – the profound impact of ownership structure on Board’s work, mindset and profile with experienced leader, board professional and author Torben Ballegaard Sorensen and IDN members.

At next years webinars we will cover topics as AI impact on boards, Non Profit Boards, Family Business Boards, Challenges for Financial Services Boards, Crisis and Communication for Boards, Leading Boards and Stakeholder Perspectives. Please let us know if you have tips or like to contribute.

We will continue to share insights and engage with Partners, IDN members and Governance experts via our website, our external IDN LinkedIn page,

and we will continue to communicate daily on corporate governance via our IDN Twitter account, helping modern board directors keep updated and be better positioned for board work in the digital era.

Listen to the partnership invitefrom our IDN President Helen Pitcher OBE, clarifying our ambition to increase collaboration with partners in several areas.

Via our exclusive member resources at our IDN website, our IDN members have access to insightsincluding videos, podcasts, articles and research, as well as webinar archives, discussion forums and more.

If this newsletter reaches you and you are not yet part of our engaging global international board director network, you can explore how to become a member.

IDN Year End message

We want to conclude our year with sharing some inspiration on topics we believe will be in focus for boards the coming year from the ICGC Series called Governance talks as

Introduction of ICGC and Professor Jose Luis Alvarez and the Importance of Social Capital for Directors 

Inclusive diversity from the boardroom to the organisation with INSEAD faculty Kay Formanek interviewed by Sonia Tatar, ICGC 

Crisis Rediness vs Crisis Management with Marjolijn van Oordt (IDP-C) interviewed by Sonja Tatar, ICGC 

Leading a Board with INSEAD Professor Stanislav Schekshnia

Boardroom Digital Transformation Prof Andrew Shipolov 

 

We like to thank all our engaged IDN members, INSEAD Alumni and Partners and wish you all a successful end of 2019 and a prosperous 2020!

The IDN Board

Helen Pitcher OBE, Dominic Nixon, Karen Loon, Hagen Schweinitz, Pamela Ravasio, Jeff Scott, Helen Wiseman, Thomas Seale and Liselotte Engstam

 

IDN Membership Benefits

* Opportunity for networking and personal branding being part of a unique network of practicing international board members and governance experts with exposure to partners
* A network of Ambassadors who facilitate and manage local and international events with networking opportunities, as well as promoting links with National Alumni Associations (NAAs) and INBOARD
* Regular international webinars on current board topics and career-related advice
Promotion of members and network in quarterly board position announcements and upcoming corporate governance awards
* A content rich website and blog with open and member exclusive sections, including access to previous webinars, and active social media sharing of governance related insights on LinkedIn and Twitter
* Advocate & Connect programme linking potential board members with positions available through the Network

 

33 Additional Board Appointments at INSEAD Directors’ Network

Members Board & Corporate Governance Positions Announcement 3Q – 2019 

INSEADs International Director Network, IDN, is proud to share the recent appointments of board and corporate governance positions of our members, recognizing our members and the strength of our IDN network.

IDN members has been appointed to 33 new board positions in 18 countries, summing up to 213 position announcements since 2017.

IDN is a network of International Board Directors, where full membership is open to all INSEAD Alumni with appropriate directorship experience and is automatic for Certified Directors(IDP-C) from INSEADs International Directors Program (IDP).

The aim of the IDN network is to facilitate contacts, share insights and experiences on international board topics and promote excellence in corporate governance. 

To date, IDP has been completed by 1133 participants, with 837 certified IDP-C/ IDBP-C directors, and our international board network includes more than 1300 members.

IDN works closely with INSEAD Corporate Governance Centre,which undertakes cutting-edge research and teachingtailored to the needs of boards and international directors. It fosters a global dialogue on the challenges of corporate governance and leadership in an international context.

INSEAD Directors’ Network – Members New Board & Corporate Governance Positions

 IDN members – Certified IDP-C Board Directors

Natalisio Almeida – May 2019 – Non-Executive Board Director at Banco Original, (Private, HQ Brazil)

Reon Bernard – August 2019 – Chairman at Sekta Group (Private, HQ South Africa)

Katia Ciesielska – June 2019 – Board Member at Luxembourg Institute of Directors (Private, HQ Luxembourg)

Margaret Clandillon – January 2019 – Non-Executive Board Director at Investec Aircraft Syndicate SPC (Private, HQ Cayman) 

Patrick Devenish – May 2019 – Chairman Tobacco Industry Marketing Board (Government, HQ Zimbabwe)

Hamza Didaraly – November 2018 – Chairman at A. I Ambassador (Private, HQ France)

Daniel Flammer – July 2019 – Non-Executive Chairman at Tiwel Holding AG (Private, HQ Switzerland) main shareholder of Sulzer AG (Listed, HQ Switzerland)   

Fennemiek Gommer – October 2019 – Non-Executive Board Director at IME Medical Electrospinning (Private, HQ Netherlands)

Richard Grotendorst – November 2018 – Supervisory Board Member at Atomic Austria GmbH (Public, HQ Austria)

Susana Gomez Smith – September 2019 – Non-Executive Board Director, Member Audit and Remuneration Committees at Banco CTT (Private, HQ Portugal)

Fernand Grulms – January 2019 – Non-Executive Board Director at BIL Manage Invest S.A. (Private, HQ Luxembourg) 

Matthew Kimball – June2019 – Board Member of Brunei Shell Marketing Company, JV of the Government of His Majesty the Sultan of Brunei and Shell Overseas Holdings Limited (Private, HQ Brunei)

Denise Koopmans – May 2019 – Non-Executive Board Director at Swiss Post (Public, HQ Switzerland)

Saskia Kunst – October 2019 – Chairman of the Board at Everitt Healthcare  (Private, HQ Netherlands)

Karen Loon – September 2018 – Independent Director, Chair Audit and Member Risk Committees at Banque Pictet & Cie (Asia) Ltd (Private, HQ Singapore)

Abdulla Al Mansoori – April 2019 – Member of Adv Board at Awad Capital (Private, HQ Dubai)

Andrea Prencipe – May 2019 – Chairman at Satispay Europe S.A. (Private, HQ Luxembourg)

Thomas Seale – June 2019 – Board Member at Norvestor VIII GP (Private, HQ Luxembourg)

Philip Spriet – June 2019 – Non-Executive Board Director at HRD (Private, HQ Belgium)

Nicoline Spruijt – January 2019 – Board Member at Brewery de Brabandere (Private, HQ Belgium)

Luc Sterckx – June 2019 – Non-Executive Board Director at Sarens Bestuur NV (Private, HQ Belgium)

Jeremy Tan – January 2019 – Executive Director at PTC Far East, Fayat Group (Private, HQ Singapore)

Jillian van Turnhout – October2019 – Board Member at The Arts Council of Ireland (State, HQ Ireland) 

IDN Members – Board Directors

Jeroen Cammeraat – March 2019 – Chairman of the Board at Cassini Technologies BV (Private, HQ Netherlands) 

Jack Clemons – January 2018 – Non-Executive Board Director at DKSH Holding AG (Listed, HQ Switzerland) 

Johan van Genechten – 2018– Chairman of the Board at Board Member at 4C Nordic – weare4c.com (Private, HQ Belgium) 

Chandra P Leo – November 2018 – Board Member at Galecto Biptech (Private, HQ Denmark) 

Paul Leinders – September 2018 – Board Member at Holding de Participation Marocaine (Private, HQ Marocco)  

IDN Board – New Board Directors

Karen Loon – September 2019 – Board Member, Member Communication & Membership Committees, Treasurer at INSEAD Directors Network (Non-Profit, HQ France)

Pamela Ravasio – September 2019 – Board Member, Member Fundraising Committee at INSEAD Directors Network (Non-Profit, HQ France)

Hagen Schweinitz – September 2019 – Board Member, Chair of the Membership Committee, Member Nomination & Communication Committees at INSEAD Directors Network (Non-Profit, HQ France)

Jeff Scott – September 2019– Board Member, Member Communication Committee, Lead for the IDN Ambassadors at INSEAD Directors Network (Non-Profit, HQ France)

 

Previous board position announcements by shared by IDN;

July 2019 February 2019 November 2018 July 2018 April 2018 January 2018 October 2017

 

For more information about: 

INSEAD International Directors’ Network: https://blogs.insead.edu/idpn-globalclub

INSEADs Corporate Governance Programmes: https://www.insead.edu/executive-education/corporate-governance

For members of IDN, please ensure that you share your new appointments via survey shared to you vi mail, any queries contact l.engstam@insead.edu

For head hunters interested in finding international board members focused on staying up to date with latest board and governance insights, please contact IDN President, Helen Pitcher OBE, at helen.pitcher@insead.edu

For organisations interested in partnering with IDN, please contact IDN President, Helen Pitcher OBE, at helen.pitcher@insead.edu

 

On behalf of the INSEAD International Directors’ Network Board,

Liselotte Engstam,
IDN Board Member, Chair Communication Committee
l.enstam@insead.edu

 

 

 

Governance, culture and conduct – Lessons for all board directors

Governance, culture and conduct – Lessons for all board directors

 

by Karen Loon, IDP-C, IDN Board Member, Non-Executive Board Director, Chartered Accountant, Former PWC Partner 

 

The recent findings from the Banking Royal Commission into misconduct in the banking industry in Australia have been a strong reminder to directors in the banking industry on the importance of boards regularly assessing their organisations’ governance and culture.

 

Following the Global Financial Crisis (“GFC”), the banking industry has been plagued by numerous scandals and penalised, either by fines or operational risk capital charges.  Further, global organisations in non-financial sectors such as automotive and high-tech have also experienced misconduct issues which have been similarly profound.

 

It is evident that in many of these cases, culture, conduct and behaviours have, in large led to poor or sub-standard outcomes for customers and clients.  Often, systems and processes in place which were thought to have been adequate, were often not robust, allowing for complacency, judgement reflective of “group think”, and ultimately a poor culture.

 

With companies facing multiple issues such as growing their businesses, being innovative and competing against non-traditional players as a result of increased disruption, a challenge for many boards and senior management is how they manage their organisational culture as digitisation accelerates and impact their business models and strategies, as the sources and scope of conduct issues could change.

 

 

 

 

Experiences from the banking industry

 

Whilst the banking industry has devoted significant time and resources to understand the causes of the breakdowns of culture that contributed to the GFC, and to implement reforms to address them, unfortunately across all geographies and businesses, it has continued to be dogged by failures of corporate culture, conduct and governance.  These scandals have ranged from lapses in customer protection, to anti-money laundering deficiencies, to manipulation of market benchmark rates to rogue trading. The banking industry continues to suffer from a negative reputation, with its trust in significant need of repair.

 

Since the GFC, the public at large have voiced their concerns, leading to political involvement in the banking sector.  The way the political direction of the banking sector has played itself out has been through banking regulators.

 

As a result, in April 2018 the Financial Stability Board (“FSB”),an international body that monitors and makes recommendations about the global financial system issued a toolkit that firms and global banking supervisors can use to mitigate misconduct risk.  Further, in November 2018, the Group of Thirty (“G30”) an international body of leading financiers and academics which aims to deepen understanding of economic and financial issues and to examine consequences of decisions made in the public and private sectors related to these issues, identified eight lessons and twelve recommendations to the banking community for further work and additional focus.

 

 

What is culture and conduct for a bank?

Culture is the mechanism that delivers the values and behaviours that shape conduct and contributes to creating trust in banks and a positive reputation for banks among key stakeholders, both internal and external.

 

Culture comprises not only of conduct and behaviours, but also a bank’s values and ethics.  It has been described as “what people do when no-one is watching”, a description which captures what might be called the “internalised or “instinctive” application of shared values and norms.

Managing culture requires an understanding of visible conduct and behaviours, as well as the complex web of influences that lie beneath them.

Whilst conduct and behaviours (what people say and do) are only the visible elements of a culture, they are directly influenced by the less tangible elements, such as the bank’s unspoken rules, ideas, norms and subconscious beliefs that lie beneath the surface.

While cultural norms and beliefs cannot easily be measured, the conduct and behaviours that the cultural norms encourage or discourage can be. Conduct can be observed, monitored, managed and incentivised.

 

Source – Group of Thirty (2018)

  

The G30 noted that regaining trust will require persistent efforts across the industry, and that bank conduct and culture is at centre of the uphill battle to retain trust.  Unfortunately, they are of the view that many banks still lack clarity on how the board will champion, oversee and monitor conduct and culture issues, and whether a single dedicated committee of the board is appropriate. 

Their key recommendations in relation to senior accountability and governance were: 

  1. The board should re-evaluate its governance structure to ensure one specific and dedicated board committee has oversight over the bank’s conduct and culture.
  2. Bank boards and senior management should work more closely with various business units and with geographical and functional heads to strengthen the quality and availability of data and insights needed to manage conduct and culture.

 

The G30 also made other recommendations in relation to performance management and incentives, staff development and promotions, as well as ensuring the effectiveness of the three lines of defence.

 

 

Cross-industry lessons

In its 2018 report, the G30 identified five characteristics across industries that might provide insights into characteristics that lead to greater cultural risk.

1.     Lack of diversity – which can foster groupthink cultures.

2.     Presence of dominant companies – a few large, successful players dominate these industries and may lead to deprioritising cultures.

3.     High dependency on specialised skill sets

4.     Misaligned incentives

5.     Ineffective leadership and management skills

Source – Group of Thirty (2018)

 

 

Lessons for all board directors

A key responsibility of the board is to set the right tone from the top – to provide direction to their organisations regarding the culture that is expected of staff in pursuit of its organisational goals. Directors need to continually look for better ways to monitor corporate culture, understand potential cultural risks, and address problems, if any before they get out of control. 

In the new world, where trust inequality remains high, and where millennials customers and employees are becoming increasingly more influential, a focus on organisational values, culture and conduct will become increasingly more important.

Based on the lessons learnt from the banking industry, some of the questions which all boards should be asking themselves are:

 

Questions for directors to ask and “how to avoid being bamboozled by the executive”

Governance

1.     Does the board have the right skills and capability for culture oversight?

2.     Is the board clear in its governance structure which committee(s) have oversight over culture and conduct matters?  Where there is overlap between multiple board committees, is there sufficient communication amongst the committees in place to ensure alignment on priorities and initiatives?

3.     Are culture and conduct incorporated into board agendas, and are initiatives and processes benchmarked against other players on a regular basis?

4.     Does the board periodically review how conduct breaches are dealt with?

5.     Does the board have the right non-financial risk data and insights to assess the effectiveness (or ineffectiveness) of the company’s culture and its governance, identify problems with the culture and governance, deal with problems, and determine whether the changes it has made have been effective.  Does the data cover conduct (for example, fraud, mis selling, employee behaviour negatively impacting customers etc), cyber and technology, operational and regulatory/compliance risks?

6.     Is the board a conduit of direct access for escalation and whistleblowing?

7.     Are the board’s discussions focused on not only existing but emerging risks?

8.     Is the board as a whole devoting sufficient time to culture and conduct matters?

9.     Does the board visit functions and business units to allow them a first-hand observation of the behavioural atmosphere?

10.  Is the board satisfied with the tone set by the CEO and senior management to help ensure the culture fits with the organisation’s strategic direction and plans?

11.  Does the board believe that the current culture and values espoused by the board the best ones for the organisation now and in the foreseeable future?

Processes

1.     Does the company have robust and relevant structures, policies and processes in place to identify and report departures from desired behaviours and conduct (such as dashboard information, customer complaints and whistleblowing activities)? How does it verify that it does?

2.     Does the company have sufficient and capable resources applied to the identification, reporting and management of non-financial risks that the board and senior management are applying proper oversight over.

3.     Does the board believe that the company’s processes in relation to performance management and incentives, staff development and promotions, and the effectiveness of the three lines of defence (including scope of internal audit) meet the new higher expectations?  Does consequence management need enhancement?  Are risk and customer objectives appropriately reflected in remuneration outcomes?

4.     Does internal audit’s scope cover culture?  Do they have the right skills and resources to provide insight?

5.     Are the company’s metrics forward looking, relevant, effective, and aligned to reporting to identify emerging risks and manage conduct processes?

 

 

 

Conclusion

 

With increasing focus by companies beyond transactional metrics towards customer (and other stakeholder) outcomes, and broadening of definitions of misconduct from intentional foul play to potential unintended consequences, effective board oversight is needed to ensure that the embedding and sustaining of the desired culture will remain a permanent feature of doing business.  This will become increasingly more important as businesses respond to market dynamics that require speed, agility and responsiveness, and as stakeholder views and expectations evolve.  Increasingly, companies will need to prioritise people, both their customers and their employees.

 

Ultimately, the test of an effective board and organisational culture is the creation of value over time.  A positive culture can help ensure a company is best able to build sustainable value in the future.

 

Written by Karen Loon (IDP-C 2019), a former Partner and Banking and Capital Markets Leader at PricewaterhouseCoopers (Singapore).

Thanks to Peter Nathanial, Co-director, INSEAD Modern Governance in Banking Programme, for input and guidance on this blog post. 

 

 

References

PricewaterhouseCoopers (2019), Impacts on Boards and Non-executive directors: Themes from the Royal Commission Final Report.  Retrieved from https://www.pwc.com.au/about-us/neds/royal-commission-boards-and-neds-mar19.pdf 

Schroeder, G. (2018, November), 5 key culture questions for boards, Company Director, 34 (10), 34-35.  Retrieved from https://aicd.companydirectors.com.au/membership/company-director-magazine/2018-back-editions/november/culture-how-to 

The Group of Thirty (2018), Banking Conduct and Culture: A Permanent Mindset Change.  Retrieved from https://group30.org/images/uploads/publications/aaG30_Culture2018.pdf

A Step Change in Diversity Perspective: The shifting sands of diversity

by Helen Pitcher OBE, Chairman of Advanced Boardroom Excellence Ltd and President of the INSEAD Directors Network, and Ludo Van der Heyden, Chaired Professor of Corporate Governance at INSEAD.

In a changing world, with pressures at global, regional and local levels, the motivations of companies are in the mix.  These changes range from a rapidly increasing complexity of the business environment, through to heightened consumer ethical awareness, to a fracturing political landscape.

In this maelstrom of change for companies, there are more and more examples of individual and company role models, who are doing the ‘right’ things at Board level. By ‘right’ we mean moving with the times and reflecting a changing society with emerging values.

Increasingly, companies across the business landscape are recognising the need to measure up to the standards of their customers, consumers, societies and environments in which they operate. These challenges lead companies to be pulled by both global and local demands.  That some are moving faster than others is inevitable, and also a consequence of competitive pressures that call for differentiation.  But the pressure is on, especially in business with a ‘risk’ exposure to the values of the millennium generation that is even greater than the tension widely felt in politics.

This pressure on businesses goes way beyond a mere focus on gender and minority diversity, it confronts businesses with the case of ‘civil society’ and the need to state themselves clearly in the civil society.  It is a human question, and answers based only on simple profit computations will not satisfy the audience in this case.  The question calls for a statement of values and a recognition of the responsibility to respond to perspectives broader than individual motivations and myopic self-interest.

While there are and will be many rear-guard actions seeking to sustain the ‘privileges’ of greed and self-interest, the world is, as a result of the globalisation that technology has allowed and made inevitable, becoming closer knit, more informed and more aware of the many faces and forces of diversity. Citizens are naturally looking to governments (local, national and global) and increasingly companies to take collective responsibility to actively maintain their society, their employees and their planet, which is also our planet. In contrast perhaps to governments, there are fewer and fewer hiding places for errant behaviour of individuals and companies. The ‘call-out’ on social and broadcast media is swift and relentless, as the business world becomes more and more transparent. Ironically for many of the social media companies this has also cast a spotlight on their own dysfunctional behaviour. In the UK the recent movement of and investment funds out of the ‘cocoon’ of FTSE regulated governance to off-shore and less transparent jurisdictions has caused a front-page ‘outrage’ that speaks volumes of this new transparency requirement of “the people.”

As the waves of the financial crisis continue to ripple across the ‘pond’, the position of individuals as arbiters of ‘The System’ is seen as increasingly arcane, with the realisation that while the ‘heroes’ of the entrepreneurial world gain the ‘publicity’ for their ‘good, bad and the downright ugly behaviour’, it is the majority of society that overwhelmingly ‘own’ these businesses through their individual savings, their pension funds, and also, for the most fortunate, their sovereign funds.

In sum, there is an increasing focus on the contextual nature of our companies and their position in society regarding the balance of “people, planet and profit” as a priority. The ‘force field’ for these changes comes from a number of convergent pressures; the philosophies of a new ‘brand’ of millennium entrepreneurs, the increasing recognition that employee engagement and sustainability are linked, additionally, the emerging political agenda of worker-owner representatives, and the need for a tax system responsive to the majority and not the 1% is growing in many countries.  Single issue pressure groups focusing on gender, environment, ethical supply-chains etc. all add to a consistent, if not increasing pressure for change.

In this post financial crisis era, and also because of it, the ‘people’ movement has found voice. Politicians, in their eagerness to lead, are responding to these ‘voices’ by reflecting them and also by subsuming them into their emerging philosophies, from the ‘Green’ movement to the rising calls for employee representation on Boards. Unlike politicians who are regularly renewed when not thrashed out, most companies do not feel they have this luxury, nor do they wish to embrace seductive but risky and ultimately deceiving populism.  They are thus called out to respond, and the place for that debate, both for legal and effectiveness reasons, is the Board.

THE DIVERSITY PREMIUM AT BOARD LEVEL

When we look at our companies’ Boards, they typically reflect astonishingly narrow strata of our society: typically male, typically male accountants, typically ‘aged’, typically technophobes and typically wealthy. This is compounded by the even narrower frame of reference of our typical Chairman, who as leaders of our companies and Boards, are almost exclusively male.

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As we look to the present and future, we need Boards and companies that are able to respond to the shifting landscape of society and the breadth of strategic challenges and perspectives faced.  ‘The people’ will indeed increasingly look at boards as they should, namely as the place where the corporation defines and assumes its place in society.  This in turn requires a deep and hard look at the true diversity of our Boards.

While gender diversity continues at a pace that brings a fresher perspective to our Boards, it does not by itself go far enough. We need a dramatic revision of how we view diversity on Boards, so as to not merely replace male accountants with female accountants. The breadth of diversity on Boards needs a radical transformation to become an active chamber for perspective, debate, discussion and challenge. The competencies and capabilities on our Boards need to range far and wide, beyond the narrow financial oversight of ‘do the numbers add up’, to an external engagement with our customers, employees and society as a whole. While there are a number of exemplar companies that characterise this ‘modern’ board philosophy – and much can be learned from them – they are still in the minority.

We need a diversity of thinking on our Boards that brings a breadth and depth of corporate, functional, cultural, employee, shareholder, environmental and society perspectives. This should be driven by a primacy to facilitate, discuss debate, develop and challenge ideas and strategic intent, and assume the decision and direction ultimately chosen.  It is what we might call the diversity premium generated by boards for the companies in their care.

This diversity will continue to prove elusive if we merely look for like for like replacements. We need a mechanism to empower our Nominations Committees to think outside the box. A greater perspective on diversity of thinking and experience is needed enabled by the gender diversity that is now largely accepted.

CALIBRATING DIVERSITY

In practical board terms diversity represents a competition between a narrowness of expertise and viewpoint to achieve financial oversight and a breadth of expertise to achieve strategic oversight. Historically, the emphasis has been on financial expertise, the board’s first language, duly reinforced by the financial crisis which indeed required boards to ‘carefully check the numbers’.

This view rests on the assumption that the financial crisis as a failure of financial understanding, whereas the reality – as identified in numerous reports and books, from the Davies Report onwards – puts the ‘blame’ squarely on Board conduct, and more specifically on behavioural deficiencies of Boards in lacking debate, discussion and challenge of the gaps between the operational performance of companies and their strategic intent. Psychologically, the skills of detailed financial analysis are rarely combined with those yielding a good strategic perspective.  Indeed, a number of the most widely used psychological recruitments tools regards these as contra indicators.  Diversity again is the answer here.

 

Board Perspective Competing knowledge and expertise

 

 

BUILDING REAL DIVERSITY

We need a better focus on the diversity of Boards that takes us beyond the gender viewpoint into a true diversity of thinking and insight. While additional criteria might be seen as seeking further qualification to ‘block’ more female appointments to Boards, the motivation for gender balance of Board laid in the requirement for much wider perspectives on the skills, expertise and viewpoints of candidates to support much grander diversity of thought and debate, resulting in a step wise improvement in Board effectiveness.   While the research is still emerging, the increase of female Board members is seen as having indeed introduced greater diversity to our Boards.

We now need an approach that builds on the existing research and that encourages us to think outside a mechanistic and historical review of Board capabilities, going beyond talking about board diversity as assembling people with different skills and profiles.  Time has come to look at diversity in another way:  the diversity within each director.

A more detailed look within the profile of each director has several benefits.  It reduces the “labelling” or “boxing in” of a director to a single dimension – be it gender, professional, industrial, cultural, or representing ownership – that is pernicious and generally (and rightfully) experienced by directors as negative (e.g. she is our “female” or “minority” director). It stresses the value of directors as contributing a broad portfolio of talents, skills and experiences to the Board. The essential role of the Board is to bring a “balance” of multiple interests and viewpoints. This role is more effectively played by individuals capable of multiple viewpoints and insights. Board dynamics are substantially helped by board members reaching out to others and challenging colleagues with skill and competence on the other side of the argument. It reduces the chances of particular directors exercising their power by virtue of their monopoly on a particular attribute or of the board functioning as a group of silos, board members exercising their views in their silos, and not contributing outside of their silo.

In management the concept of the T-shaped managers is seen as effective, a concept presented by Morten T. Hansen, in his book entitled Collaboration (Harvard Business School Press, 2009).  It suggests a core strength, the trunk of the T, with a breadth, the top of the T, to collaborate more effectively with colleagues and facilitate the exchange and furthering of ideas requiring not only a common language, but beyond a common understanding of what the words mean and stand for.

We can also learn from the insights that have emerged from the decision making and behaviour literatures (e.g. Daniel Kahneman, Thinking Fast and Slow (Farrar, Straus and Giroux, 2013) well summarized by Anaïs Nin as ‘we see the world as we are, and not as it really is’. The role of the board is to come to a collective view on issues hopefully ‘as they are,’ and on the risks that particular views may actually be wrong. Individual biases are pervasive roadblocks to excellent board discussion and effective conclusion of these discussions. One-minded individuals may be good for focused execution, but as board members such individuals are generally quite difficult to engage in discussions, have difficulties joining other viewpoints and rarely enrich collective debates that go in directions opposite to their own thinking, let alone admit that they were wrong and happily join the other side. In closing, let us remind ourselves that ‘experts’ are often wrong, be it in economic, military or medical forecasting.

BREADTH OF THINKING

Building on these ideas, and on the work that has characterised effective collaboration amongst managers, there is a benefit from seeking Board directors that are not just T-shaped, but in fact “triple PI” (like the Greek letter ‘π’) or “PI-cubed”.

This view seeks to articulate a broader perspective in the diversity debate concerning Board directors. It seeks to ‘benchmark’ directors on multiple perspectives and ‘drive’ their recruitment against those multiple perspectives, increasing the chances that they might be able to see things both from inside-out and outside-in. These perspectives are:

◼ A FUNCTIONAL ‘PI’, would reduce the bias that comes from being grounded and shaped in one function, valuing directors having at least one other functional strength (e.g. CFO with strong marketing experience). Such a director would more easily provide perspectives not simply emanating from a particular bias rooted in one functional background or expertise.

◼  A Business-industry ‘PI’ would bring a perspective from across differing business sectors and industries, for example mobile phone to banking, music business to mass engagement businesses.

◼ A Cultural-National ‘PI’, the perspective from different cultures and nationalities, again provides a richness of diverse perspective and insight, beyond a particular context or stereotype.  Here again the ‘Pi’ dimension is particularly valuable as culture is more easily recognized from a distance and through contrast.

 

Triple "PI"

 

 

Such a language, if applied, would provide Boards with a rich set of desirable characteristics:

◼ Members would make different and multiple contributions in the skills /experience /competence matrix;

◼ There would be more overlap amongst board members than would appear from the traditional skills matrix;

◼ It would make members appear as composed of a number of ‘slices’ or ‘skills’ – recognizing that board members are both more unique and more diverse than they might be led to appear by traditional methods;

◼ Avoids labelling (like female or digital director) and invites the exploration of the diversity within each board member;

◼ It gives an edge to people who contribute in multiple ways for they can contribute meaningfully to many discussions and through a multiplicity of viewpoints;

◼ It also lays to rest the argument for a “female” director – for when the “female” column is empty the female candidate deserves to be identified first (in terms of bringing value through literally “filling” a hole (or empty column);

◼ It would also allow a better justification of a director appointment in a GM meeting where directors are presented to shareholders (changes the nature of the discussion, by making it more analytical, objective, and rich in nuance and true diversity).

Conclusions

The main point of the argument is that we need to seek diversity in Board members in many more dimensions than is the case for functional executives.  It therefore also reminds us that superb but one-dimensional executives do not necessarily make for great Board directors, and that further benchmarking and discussion is needed in such cases.

As the global and also European economic sands shift, the need for a grander vision from the ‘collective’ Board community becomes stronger. The need to build diverse Boards that see beyond the myopic short termism and create profitable, socially aware and people focused businesses has never been greater.

Boards that espouse diversity as part of the solution will do better facing the complexities and turbulences the companies in their care currently face.  People and societies demand a more engaged and human business community. The Board population will continue to change with newer, younger more ‘millennial’ viewpoints emerging. As the population of Chairman moves on to a more diverse, more female and more environmentally and socially conscious cadre, this diversity will translate to more strategically expansive and engaged Boards, effectively collaborating to meet the increasingly difficult challenges ahead.

 

Article written by Helen Pitcher OBE, Chairman of Advanced Boardroom Excellence Ltd and President of the INSEAD Directors Network, and Ludo Van der Heyden, Chaired Professor of Corporate Governance at INSEAD, originally published at “Advanced Boardroom Excellence blog