Introducing Sadia Khan, IDN Award Winner

In October 2021, INSEAD Directors Network (“IDN”) announced the three winners of the IDN Awards 2021.

The winner of IDN’s Good Governance Award, new in 2021 for excellence in governance, was Sadia Khan, Commissioner, Securities & Exchange Commission of Pakistan, MBA 1995, and IDP-C.

Sadia has pursued a versatile career path traversing investment banking, financial regulation, family businesses and entrepreneurship across three continents. In addition, she has been a passionate advocate of corporate governance for the past two decades. In 2018, she published The Corporate Governance Landscape of Pakistan, a historical anthology of work already accomplished under the realm of corporate governance as well as a reference book for future regulators, educators, and practitioners.

While at the ADB, Sadia helped implement corporate governance reforms in a number of member countries in South East Asia. As a senior member of the Securities & Exchange Commission of Pakistan, she was responsible for implementing the first Code of Corporate Governance in Pakistan. Since then, she has served as a member of various Task Force/Committees responsible for Revising the Code of Corporate Governance and introducing Guidelines for State Owned Enterprises.

As a corporate governance practitioner, she has served on various boards as an Independent Director. Sadia is also the immediate past global President of the INSEAD Alumni Association and has served as a member of many committees. In addition, she regularly contributes at international conferences and events as a speaker and panellist on issues ranging from multiculturalism to women entrepreneurs.

We recently asked Sadia for her views on several areas.

1. You have had an illustrious career, working in investment banking, financial regulation, family businesses and entrepreneurship across three continents. You have also written extensively about corporate governance, and you are a corporate governance practitioner. What led to your interest in corporate governance?

My corporate governance journey began over 25 years ago when I was working with the Asian Development Bank (ADB) in Manila.  The Asian Financial Crises of 1997 brought into focus the important role of corporate governance in averting widespread crises in confidence in financial institutions and the corporate sector. As a result, all the program lending designed by the ADB for its member countries in the aftermath of this crises had a very important component of corporate governance.

Some years later, when I returned to Pakistan to take up a senior position with the Securities & Exchange Commission of Pakistan (SECP), the apex regulator of the Corporate sector, one of the first tasks given to me was to finalize and implement the first Code of Corporate Governance for Pakistan.  This was done in 2002 and ever since then, I have been closely involved with the subsequent iterations of the code and its implementation as an educator, regulator and practitioner. I decided to document this in a book entitled “Corporate Governance Landscape of Pakistan” published by Oxford University press in 2017.

2. What lead to your interest in taking on independent director positions?

When I initially left public service in 2005, I was approached by many corporate entities in Pakistan to serve as an independent director on their board. They needed somebody familiar with corporate governance policies and practices to steer their companies towards better implementation. The reputation of independence and integrity that I carried from my previous positions enabled me to play a meaningful role and I was progressively approached by more and more corporates over time. For me, it was a great opportunity to get insights into diverse sectors of our economy as well as help implement corporate governance policies that I had helped design in the first place.

I was probably amongst the first Pakistani females to serve as an independent director of large listed companies, even before the provision of diversity was formally introduced in the country in 2017. Incidentally the last chapter of my book on corporate governance dealt with gender diversity on boards, and is seen by many as a precursor to the regulatory provisions introduced later the same year.

3. In your view, what are some of the key factors which leads to a company or organization exhibiting “good governance”?

In my opinion the “tone from the top” matters a lot and if the board itself and senior management attempts to implement sound corporate governance practices in letter and spirit, that itself helps to inculcate the necessary corporate culture towards compliance with best practices. Unfortunately, most adherence to regulatory provisions vis a vis corporate governance becomes a mere box ticking exercise for the compliance departments of the corporates.

Corporate governance centers around the board, and the board is as good as the people serving on it. Director selection is therefore of the utmost importance to ensure that they have the right level of knowledge, experience, integrity, and independence to make decisions in the interest of all stakeholders.

4. What are some of the areas which companies and their directors should focus on in the coming few years?

Apart from being knowledgeable about governance practices, Directors need to continuously educate themselves about emerging trends effecting the corporate sector and indeed the world around them. As such Sustainability or ESG issues need to feature prominently in all board discussions, whether in terms of the corporates own environmental footprint or in terms of its larger role as a member of the community in which it operates. Formalized policies and action plans for Diversity and Inclusion are needed if the companies are to attract and retain the best talent and achieve operational efficiency. Finally, Technology, the threats and opportunities emanating out of its pervasive and expanding use has to remain in focus in all board deliberations.

5. What is your advice to aspiring directors? What should they do to get themselves board-ready?

Most progressive jurisdictions have already recognized the need for diversity in board decision making to achieve optimum outcomes. Board directorships are therefore potentially available for a much broader spectrum of diverse skill sets than in the past. At the same time, much greater responsibilities have been placed on the board directors to play their role in the implementation of sound corporate governance practices as well as comply with the legal and regulatory frameworks within which the institutions operate. As such, those desirous of playing a role in the highest forum of decision making within these institutions need to prepare themselves by demonstrating the appropriate level of knowledge and skills as well as relevant experience to facilitate their induction. They have to take the initiative of obtaining the appropriate director training, build up their portfolios and make it part of their career aspirations, while utilizing the appropriate networking forums at their disposal. Once in a position to become change agents on any board, they have to make sure that decision making is in the hands of a diverse group of innovative minds that not only improves shareholder value, but makes this world a better place.

As told to Karen Loon, IDN Board Member

The top must-read IDN blogs of 2021

Over the holiday season, many of us are relaxing, resting and reflecting on 2021 and what 2022 may bring for us, including in our board roles.

Here are six of our top must-read IDN blogs of 2021 that may be useful for you and your colleagues.

Sustainability

1. Governance of Corporate Renewal and Sustainability

Sustainability is increasingly moving to the top of many company agendas. What are the better practices that are emerging? Learn more from Ludo Van der Heyden, Emeritus Professor of Technology and Operations Management, and the INSEAD Chaired Professor of Corporate Governance at INSEAD, and Mats Magnusson, Professor in Product Innovation Engineering of the KTH Royal Institute of Technology.

Positive board dynamics

2. Positive Board Dynamics and Coaching: Key to Superior Performance

Given that the impact of a board’s functioning as a team is a more significant predictor of corporate performance than individual directors’ backgrounds, skills and experience, it’s time for boards to spend more time focusing on their group dynamics and for boards and directors to dedicate time for coaching and mentoring.

Vincent H. Dominé, Adjunct Professor of Organisational Behaviour at INSEAD and IDN Board Member and NED Helen Wiseman IDP-C share their perspectives.

3. Best practices of independent directors in family owned-firms

Leading independent directors understand family board dynamics, build relationships with all board directors, and build a coalition of independent directors. Learn more from Martin Roll, Distinguished Fellow (Family Business) and Entrepreneur in Residence, INSEAD and Xavier Bedoret IDP-C,  IDN Belgium Ambassador, NED and Advisor.

Best practices for boards in a hybrid world

4. Chair Best Practice Exchange

In an inspiring webinar session, Professor Stanislav Shekshnia, Affiliate Professor INSEAD presented the findings of his latest research around Chair best practices, with comments by IDN President, Helen Pitcher OBE

5. Board best practices in an era of hybrid corporate governance

What are the current board best practices across different governance situations, different ownership forms and jurisdictions, and different industries and maturity of companies? Over 100 IDN members had the opportunity to share their international experiences of best practices of hybrid corporate governance in a webinar facilitated by Liselotte Engstam IDP-C.

Improving your board effectiveness – Get a mentor

6. Why every aspiring director should consider a mentor

IDN’s INsights Director Mentoring Programme pairs aspiring INSEAD alumni directors who are early in their board careers with some of INSEAD’s most senior alumni and influential business leaders. Here they share the lessons that go both ways. IDN members, Sreekumar Puthen Thermedam and Naji Majdalani share what they have learned from each other.

Happy Holidays and we look forward to seeing you in 2022!

Introducing Lale Saral Develioglu – IDN Award winner

Winner IDN Award 2021 (Outstanding Mandate, For-Profit category)

In October 2021, INSEAD Directors Network (“IDN”) announced the three winners of the IDN Awards 2021.

Two of the three awards were given to IDN members with Outstanding Mandates during the year. Each has an outstanding track record and has demonstrated the highest levels of integrity.

Lale Saral Develioglu, IDP-C and Board Member, Anadolu Efes (Brewery, Turkey) was the winner of the for-profit category. Lale recently shared with us about her illustrious board career and her advice for aspiring directors.

Tell us about yourself?

Born and raised in Istanbul, I am an engineer by education and way of thinking. Yet my expertise is on the business side: marketing, strategy and business development. I had a rewarding executive career for 26 years in leading multinational companies like Unilever, Turkcell and Pladis, across various geographic regions and finally a global leadership role based in UK.

I am a board director since 2011 on a diverse range of boards in terms of ownership structures, company maturity and industry sectors, including telecommunications, consumer goods, manufacturing, retail, healthcare, gaming and customer service in Turkey, Middle East, CIS countries and Europe.

I am passionate about driving customer centricity, corporate governance and diversity-particularly women presence- in business. I am also a technology enthusiast and angel investor in start-ups in Turkey and USA. I devote a lot of my time to mentoring in various organizations, including Women on Board Turkey, Endeavor and INSEAD Directors’ Network.

Finally, I have also written a book titled “Karar Verdim” (“I Decided”), a memoir and personal development book on effective decision making.

What do you most enjoy about being a director?

It’s an opportunity for continuous learning and adding value to companies at a strategic level, while also creating synergies across them when you are on multiple boards.

I also value the role modeling aspect of my position for all women in business. I would like all women to think “If she did, so can I”.

You are a passionate mentor and regularly share your career advice to younger women. One piece of advice you have said to young women is “Embracing change and challenge is the key.” How did you prepare yourself to take on the challenge of transitioning from an executive career to become a full-time business consultant and board director?

The first quartile of my life was spent with education, like most of us. My second quartile was spent in corporate life. As I neared 50, I wanted to spend the third quartile with a new balance between “giving direction”, “giving a hand” and “giving care”. I had already been preparing for this next phase of my life and the balanced quartile idea really motivated me for the change. I am now giving direction, working as a board director and strategic advisor. I am giving a hand by devoting time to non-profit organizations, start-ups, university students and my mentees. Finally, I also have more time for family, friends and my personal development.

What advice do you have for aspiring female directors?

  1. DEFINE YOURSELF: Define your strengths as a director (not as a manager) and what value you can add to the board room. If the list is not strong enough, define the gaps and prepare a self development plan. Find the intersection of what you are good at and what organizations you would like to be part of.
  2. BUILD: Don’t wait till your executive career is over to plan for a director career. I demanded executive director roles in the group companies. I attended the INSEAD Directors Programme and got the certificate, besides a local director certificate program. I convinced my company to allow me for a NED role while I was still active as an executive. Also continue to read, listen, watch and keep yourself updated. You don’t want to be an outdated director when the role comes.
  3. CONNECT: “Lean In” as Facebook COO Sheryl Sandberg had written in her book with the same title. Build you network and trusting contacts as a potential value adding director.

Introducing Doris Albisser – IDN Award Winner

Winner IDN Award 2021 (Outstanding Mandate, Not-For-Profit category)

In October 2021, INSEAD Directors Network (“IDN”) announced the three winners of the IDN Awards 2021.

Two of the three awards were given to IDN members with Outstanding Mandates during the year. Each has an outstanding track record and has demonstrated the highest levels of integrity.

Doris Albisser IDP-C, Member of the International Senate, SOS Children’s Villages, and President, SOS Children’s Villages Switzerland, was the winner of the not-for-profit category. Doris recently shared with us about her illustrious board career and her advice for aspiring directors.

You have had an illustrious career, from a translator to a CEO and entrepreneur. You have worked with many international organisations and are now an experienced board chair and director across several sectors. Tell us about your journey to becoming a director?

My entire CEO and board life was an enriching learning journey across industry sectors and countries. From building up a start-up through a business process outsourcing, internationalization through organic and inorganic growth up to its trade sale. During this journey you kind of live through a full circle, including dealing with crisis situations. As an entrepreneur you strive for the best – always go the extra mile and never give up.

I moved into the joint role of CEO and managing director, when we founded CLS Communication in 1997 – a technology driven language & translation solutions provider.  In the beginning the board role was more demanding than the CEO role, since I first had to become familiar with corporate governance. As for executive functions I attended various corporate governance programs – also in order to know what I am doing approximately right and what exactly wrong. I found those programs very enriching from the content side but also from learning from peers across the world.

One common thread throughout my life was and still is lifelong learning on the job and through continuous education. (Doris Albisser)

Currently, I am focusing on board mandates as chair or member, as this is a fascinating role given my professional journey so far. Hence, I continue my learning journey.

What do you most enjoy about being a director?

In a director or chair role you act as a sparring partner to the CEO and the executive team. The roles are clearly defined. Personally, I find it fascinating when you can enable and empower a CEO and the executive team to shine. Each company and organization has its own opportunities and challenges. As a chair you have to make sure you lead and gear group dynamics in the board, ensure fair process leadership is in place.

Each board mandate offers a learning journey for both the organization and the director. It is a win-win situation.

As a director you have to be up-to-date with business innovations, new business models (incl. ecosystems), digitization and agile organizations to name a few.

To me it is of prime importance that the chair and the CEO ensure a solid corporate and organizational culture is being lived across all levels. Culture has to be based on shared values. It is the DNA of a company or an organization.

Apart from ensuring best practice in governance – boards’ primary task – they are required to be familiar with trends arising on the horizon, in an ideal situation they anticipate them.

Last but not least, boards have to oversee that sustainability goals (ESG) are reached. The far-reaching decisions boards have to take requires them to be familiar with and savvy on the above listed topics. They cannot be delegated to digital natives and the younger generation.

As a result, as a chair or director continuous board education and ongoing training on the various topics is important to stay tuned and relevant.

How does your role as a board chair and director complement your work as a CEO and entrepreneur, and vice versa?

The roles are different, yet complementary.

As CEO my role was predominantly operational, whereas as chair or director you have a more strategic and an oversight role. The link both roles should adopt is the strategic part. A board cannot define a strategy without active involvement of the CEO and the executive team. Therefore, especially the CEO must be able to have a strong strategic view.

The role of boards has changed substantially over the last years. A board should act as an enabler, a sparring partner versus the traditional role of an “administrator” as was predominantly the case in the past.

Personally, I benefited from both roles – as a CEO and as a chair/director – bearing in mind that you have to know which hat you are wearing.

The CEO background helped me understand the challenges a CEO is facing and proactively assuming my chair role accordingly. As a chair you have to listen and reflect first before moving into action.

As a CEO you are moving more in the acting mode.

As a chair/director you have a clear information deficit compared to a CEO, who lives and works in the company full time. Hence, even with extensive board experience, we have to make sure we do not become overconfident and in the worst case clueless.

From your experience as a board chair, what type of attributes do not-for-profits look for when evaluating potential board directors?

Not-for-profit organizations are very purpose driven. It is therefore important for a new member to fully identify with the NPO’s purpose and truly love working in such an environment.

An NPO can benefit substantially by running an organization with an entrepreneurial spirit. I usually compare it to family businesses existing for generations. NPOs need to generate “profits” to invest into new programs and enhance existing ones. They need to follow the trends their donors do. Generally, this means attracting also a younger generation of donors – hence more digital programs.

When attracting new board members, it is a plus for the candidate to have experience in the for-profit sector. NPOs like for-profits have to ensure diversity in terms of competences, gender, experience, backgrounds in various industries. In NPOs, too, boards have to mirror the executive teams regarding their skill sets.

Last but not least, as with for-profit companies, candidates must have a solid value system such as trust – integrity – reliability and bring along a “pinch” of curiosity.

What advice do you have for directors who wish to gain more mandates in the not-for-profit space?

Directors should look for organizations where they can fully identify with the NPO’s purpose, where they can bring an added value. Their background may come from different sectors.

Working on the board of an NPO very often is a question of having one’s heart and soul in it. Since NPO mandates often are pro bono, the financial aspect should therefore not play a role at all.

Taking the example of SOS Children’s Villages: What stronger purpose can you pursue than to actively contribute to children and young people to become their strongest selves, to ensure they have a healthy nutrition, are well-educated and grow up in a safe environment with loving care. This enables them to live an independent, self-sufficient life and contribute to their communities’ ongoing development and well-being. To me, this is a highly noble and rewarding mandate.

 

As told to Karen Loon, IDN Board Member.

Announcing the Winners of the 2021 IDN Awards

22 October 2021

Winners of the 2021 IDN Awards

The INSEAD Directors Network (IDN) is an official Global Alumni Club, whose mission is to foster excellent corporate governance through networking, communication and self-improvement.

Our more than 1,500 Alumni work on boards around the world, sharing knowledge and managing businesses across all industrial sectors. They also provide invaluable support for Not-for-Profit organisations.

We want to celebrate this success by recognising some of our impressive members.

Outstanding Mandates

Winners were selected from over 100 mandates, shared via the quarterly IDN Board Position Announcements. This is the second year IDN spotlights outstanding mandates of our IDP-C members.

Selections were based on the size and importance of the organisations they represented, their global relationships and the position at the board, in combination with pursuit of INSEAD’s mission ‘Force for Good.’ Two winners were selected, each of which has an outstanding track record and has demonstrated the highest levels of integrity.

The winners are:

Non-Profit Category

Doris Albisser

IDP-C 10 2015

Member of International Senate

SOS Children’s Villages

President

SOS Children’s Villages Switzerland

 

For Profit Category

Lale Saral Develioglu

IDP-C 7 2014

Board Member

Anadolu Efes (Brewery, Turkey)

 

IDN Good Governance Award

New in 2021, this award recognizes excellence in governance. Our winner was chosen from a competitive field of nominees based on two criteria: contribution to good governance and evidence of impact.

Sadia Khan

Commissioner, Securities & Exchange Commission of Pakistan

MBA 1995

IDP-C 17 2018

 

*         *         *         *         *

The IDN Award Committee comprising five members of the IDN Board worked to define the selection criteria and examined the candidates. Candidates for awards are members of IDN and exclude current and recent board members. Verifications were made by INSEAD’s Corporate Governance Centre and the winners were unanimously supported by the IDN Board.

The awards were presented at INSEAD Directors Network 2021 Annual General Management Meeting.

Thomas Seale, Chairman of the IDN Award Committee stated: “We congratulate the winners. They reflect well on IDP, INSEAD and IDN and we can be proud of their achievements.”

 

On behalf of the IDN Board,

 

The IDN Award Committee

Karen Loon, Hagen Schweinitz, Jeff Scott, Thomas Seale and Helen Wiseman.

Governance of Corporate Renewal and Sustainability

Sustainability is increasingly moving to the top of many company agendas. As a result, investors increasingly require reporting on their ESG (Environment, Social and Governance) agenda with concrete actions to follow. What is the board’s role in guiding companies on this new path? What are the better practices that are emerging?

By Karen Loon IDP-C and IDN Board Member

In an increasingly fractured world, many of the significant global risks which the world faces relate to sustainability risks. These risks include climate action failure, human environmental damage, biodiversity loss and extreme weather. These risks, in addition to other challenges arising from the increasing adoption of technology, the pandemic and geopolitical risks are having a significant impact on companies and their boards.

What is the role of company boards to guide their companies on this new path? Further, what are some of the better practices which are emerging?

In a session facilitated by Liselotte Engstam IDP-C and IDN Board Member, INSEAD Directors Network (IDN) members, together with members of the INSEAD alumni Community Impact Challenge recently learnt more about these areas from Mats Magnusson, Professor in Product Innovation Engineering of the KTH Royal Institute of Technology, and Ludo Van der Heyden, Emeritus Professor of Technology and Operations Management, and the INSEAD Chaired Professor of Corporate Governance at INSEAD.

Increasing pressures require boards to better guide companies to renewal

Companies need to renew themselves more and faster than ever before.

“This renewal [is not] actually about becoming slightly better at things – it’s about changing things quite radically,” noted Mats Magnusson.

These changes are not only due to digital – organisations also need to address new values, with sustainability being one of them.

Mats added that various studies by academics and consultants have shown that companies have reacted differently to these challenges, with some trying to innovate, and others struggling because of the present pandemic. However, what is common to most of them is that companies realise that if they just continue the way they have been doing things the last few years, they will not be successful in the future. As a result, there is a huge need for innovation.

“Actually, a large part of that innovation has to address sustainability”, he added, something which is not new to boards.

Sustainability and climate change require all companies to revisit their purpose, strategy and business model.

Based on research, most board members and directors agree that they spend a lot of time discussing governance about risk, regulation, and reporting, which is necessary.

However, there are several aspects that boards are not discussing enough. These includes sustainability, as well as culture and new technologies. Finally, boards need to spend more time on their strategy, value creation disruption, innovation.

These are not new findings; however, boards do need to improve their level of discussion on these areas to ensure that they are addressing them.

 

The importance of sensing, pivoting and aligning by boards

Three dynamic capabilities that boards can adopt are sensing, pivoting and aligning. Both sensing and pivoting have a positive correlation with innovation performance. Further, aligning positively impacts firm performance. However, pivoting can also harm firm performance.

Areas which boards can work on:

  • Sensing – Look at the external world and understand what is changing and impacting us, whether technology, business, customers or the environment. Become better at scanning the horizon for changes with an open mind. Observe changes in the broader environment, not only in your own industry but adjacent and completely different industries. For example, technology-wise, this may mean that companies need to consider completely new technologies that they have not considered before. However, Mats notes that “what we should not address is to focus on our purpose. If we focus on our purpose, then we’ll have some kind of limitation once we are actually looking.”
  • Pivoting – is about taking the right opportunities, taking action and daring to make strategic changes that include some form of innovation. Develop your company’s risk and opportunity profile by looking into the things disrupting your companies – perhaps new technologies, the new business models, or new companies. This information should be used to inform the company’s strategy.
  •  Aligning – This is about combining the new and the existing capabilities and business models. Find a good balance between the short-term value pressure – companies do need cash as well as longer-term value creation. It is essential to ensure that the innovation strategy is a key part of the business strategy.

 

Boards need to discuss their approach and capability to guide their company’s ESG agenda

Mats shared that more can be done by companies to integrate sustainability into their strategies. Of companies recently surveyed by SISU Boards:

  • Lack of integration of sustainability into strategy – Almost 45% actually do not yet integrate sustainability into their strategy. Companies need to become more granular – set goals for the sustainability action and find ways of evaluating if the things they are doing are the right ones.
  • Lack of board accountability for sustainability – As many as 60% of boards have not yet discussed how to engage and consider sustainability. For instance, should they have a committee focusing on this or several committees, and in what areas?

Boards can improve their sensing, pivoting and aligning capabilities

Boards can do more work to improve their capabilities when it comes to sustainability.

  • Sensing – 46% don’t have good processes to foresee changes and impacts on sustainability and business. Additionally, 48% don’t actively monitor new solutions that expedite their business sustainability towards their purpose.
  • Pivoting – 49% aren’t good at taking balanced risks towards ensuring corporate renewal. Further, 56% do not ensure that their strategy harnesses and reshapes the ecosystem for better sustainability and differentiation.
  • Aligning – 51% are not yet good at balancing short- and long-term value creation. In addition, 61% have not yet implemented a clear and effective innovation system, monitoring innovation activities and culture.

Board best practices to experiment with

Ludo Van der Heyden suggested some case studies and best practices for board renewal on sustainability around sensing, pivoting and aligning.

He also noted that it is important to select a modern, ambitious and humble chair, and board members. Boards should also rethink their role and focus, using Fair Process Leadership as support.

It is critical to structure the board and the organisation for sensing, developing the capability of timely pivoting, and continuously aligning and re-aligning.

Finally, it is vital to have collective leadership at the board level, and that it is proactive and engaged.

 

INSEAD Directors Network (“IDN”) – An INSEAD Global Club of International Board Directors

Our Mission is to foster excellent Corporate Governance through networking, communication and self-improvement. IDN has 1,500 members from 80 countries, all Alumni from different INSEAD graduations as MBA, EMBA, GEMBA, and IDP-C. We meet in live IDN webinars and meet-ups arranged by our IDN Ambassadors based in 25 countries. Our IDN website holds valuable corporate governance knowledge in our IDN blog, and we share insights with our LinkedIn and Twitter followers. We highlight our member through quarterly sharing of their new board appointments, and once a year, we give out IDN Awards to prominent board accomplishments. We provide a peer-to-peer mentoring and board vacancy service, and we come together two times per year at the INSEAD Directors Forum arranged by ICGC. We also engage with ICGC on joint research.

INSEAD Corporate Governance Centre (“ICGC”)

Established in 2010, the INSEAD Corporate Governance Centre (ICGC) has been actively engaged in making a distinctive contribution to the knowledge and practice of corporate governance. The ICGC harnesses faculty expertise across multiple disciplines to teach and research on the challenges of boards of directors in an international context and to foster a global dialogue on governance issues with the ultimate goal to develop boards for high-performance governance. Visit ICGC website: https://www.insead.edu/centres/corporate-governance

 

The Unintended Consequences of Corporate Governance

The ethical and legal drivers of stakeholder primacy

As an independent director, to whom are you accountable? Should law or ethics be defining your decision-making position at the board?

By Karen Loon IDP-C and IDN Board Member

Over the past 18 months, the debate between shareholder versus stakeholder primacy has come under the spotlight.

With a heightened emphasis on the collective well-being of stakeholder communities worldwide, corporate boards are under intense scrutiny to find a delicate balance between maximising shareholder and stakeholder value.

The COVID crisis has revealed that focusing on shareholder value alone is no longer a viable option. Business leaders and corporate boards have a critical role in creating sustainable value for economic performance and societal progress. While stakeholder capitalism is the key to unlock inclusive sustainable growth, corporate boards must not overlook the associated risks involved in stakeholder governance.

Why is this important to independent directors?

Directors who operate in common law countries would be fully aware of their “fiduciary responsibility,” and use it broadly when discussing their responsibilities as independent directors.

However, not all countries have principle-based laws, which impacts the role of independent directors.

With the rising need for companies to focus on sustainability and digital resilience, board members need to consider whether their companies can afford to wait for regulatory and legal frameworks to be implemented (reactive). Alternatively, should market-driven strategies be based on stakeholder expectations and ethical considerations driving decision making (proactive)?

IDN members recently discussed these critical topics in a session led by Helen Pitcher OBE, IDP-C and IDN President, and Cleopatra Kitti IDP-C and IDN Cyprus Ambassador held on 8 September 2021.

New realities for businesses, governments and societies

Climate change, the pandemic, social inequality and digitalisation have ushered new realities for businesses, governments and societies.

Helen Pitcher OBE noted that in the past 15 months, there has been increasing and wide-ranging debate about the unintended consequences of corporate governance.

“Up until, maybe five or six years ago, the view was boards were there, basically to look at, and ensure that the investors were being appropriately safeguarded … It [was] very much [focused on] fiduciary duty,” Helen noted. This is the reason why, in the past, there were more former CEOs and accountants joining boards.

“Now days, it’s a much broader agenda,” she highlighted.

The pandemic has now accelerated all of this, with the need for companies and their directors to address all of the environmental, social, and governance issues, as well as fiduciary issues.

Helen mentioned that some have debated whether boards could say that they are only there to look after shareholders.

There has been a change in views towards companies thinking much more broadly about their culture and values and doing the right thing for the environment, society, etc, within an appropriate governance framework.

Further boards have a fundamental role in overseeing the sustainability of their organisations instead of just the here and now.

Adding to this, she said, “the executive is there for the here and now, within the context of the longer term. But typically, board directors serve for longer than the average CEO or CFO, so they are custodians of the future.”

“There was a recognition that there needs to be a change in how we link remuneration to these goals, to make sure that attention is being paid to them because we know what gets measured gets done usually. [A question is] how we still take account of the fiduciary responsibilities within the broader context of all stakeholders, and not just investors.” (Helen Pitcher OBE)

Areas for boards to consider

  • Sustainability is no longer a choice – it is an imperative.
  • Shareholder and stakeholder interests are not an “either, or” option. It is an imperative.
  • The Business Roundtable has set its mission towards the welfare of all stakeholders (not just shareholders). How is that welfare defined? How is long term value defined?
  • How do boards reframe the agenda for executives in order to ensure “sustainability and stakeholder welfare?
  • Should regulation drive the agenda, or should leaders lead by values that frame strategic decision making in doing what is right for business and society?
  • What is the methodology for making trade-offs (decisions that serve the interests of shareholders vs stakeholders?).
  • Are some stakeholders more important than others? Who decides and by what criteria?
  • How does the board ensure the dividend and the long-term value for sustainable societies?
  • How does the board align executives’ compensations/incentives and interests towards what determines “sustainability”?
  • How do accounting rules adapt towards sustainability, and how does the regulator enforce disclosure on ESG rules?
  • Who does the board owe fiduciary responsibility to? Does “fiduciary responsibility” apply to all countries in all legal systems?

 

Increasing focus by larger investors, and other stakeholders on ESG and longer-term sustainability rather than shorter-term returns mean that boards need to openly and frequently discuss what this means for them.

Cleopatra Kitti added that boards also need to consider that stakeholders have increasing expectations of transparency. So, an important question for directors is how their companies track what they define are the right things to do, considering, for instance, the tensions between shareholder value and stakeholder value, sustainability and profitability, or cashflow preservation and sustainability.

She also noted that the upcoming COP26 (UN Climate Change) Conference in November 2021 is likely to increase investors’ focus on transparency and robust accounting mechanisms, leading to more clarity on how companies explore these areas. Further, the expected European Central Bank taxonomy on banks’ risk of capital may increase the cost of capital for certain types of industries.

Not every legal system recognises fiduciary responsibility as a board obligation or responsibility. So, it brings us back to the point that this is about ethics and culture, and setting the tone at the top, more than a compliance or regulatory, for a regulated decision-making process. So, it’s up to the board to define in practice values of what is sustainable and the right thing to do.” (Cleopatra Kitti)

Areas which IDN members discussed included:

  • Companies should do the right thing – pursuing sustainability and profitability and support shareholders and stakeholders need not necessarily be a trade-off.
  • It is crucial to get ESG into the mainstream board agenda. Responsibility for this rests with both the board and management.
  • Set the right KPIs as the wrong ones could lead to unintentional consequences. Some leading organisations now have integrated their ESG ambitions into their company ambitions and aligned this to the bonus system of executive committees.
  • Reset remuneration levels for non-executives, given the increasing levels of responsibility and accountability they hold.
  • Stakeholders will likely ask many more questions including on ESG at AGMs in 2022. Again, these are more likely to be in person rather than virtual.

In conclusion, as Helen Pitcher OBE summed up, “it is a hard topic but it’s not a topic that boards can avoid. It should be part of the strategic imperatives of the organisation.” It is a constantly evolving journey instead of a static situation on which boards need to go on.

Cleopatra Kitti added, “it’s an innovation journey. There is not a one size fits all and there are not prescriptive indicators or decision-making processes.”

 

Recommended reading and viewing

So Long to Shareholder Primacy

https://corpgov.law.harvard.edu/2019/08/22/so-long-to-shareholder-primacy/

Directors’ Oversight Role Today: Increased Expectations, Responsibility and Accountability—A Macro View

https://corpgov.law.harvard.edu/2021/05/10/directors-oversight-role-today-increased-expectations-responsibility-and-accountability-a-macro-view/

The Future of the Corporation: Moving from balance sheet to value sheet

http://www3.weforum.org/docs/WEF_The_Future_of_the_Corporation_2021.pdf

Measuring Stakeholder Capitalism: Towards Common Metrics and Consistent Reporting of Value Creation

http://www3.weforum.org/docs/WEF_IBC_Measuring_Stakeholder_Capitalism_Report_2020.pdf

Measuring Stakeholder Capitalism: Full List of Revised Core and Expanded Metrics

https://weforum.ent.box.com/s/ieauc14olfozu1k8d4i6qovscu42a4dz

Webinar – “The End of Shareholder Primacy?”

https://video.insead.edu/playlist/dedicated/122053032/1_l1rr6r52/1_utyenvtn

 

 

INSEAD Directors Network (“IDN”) – An INSEAD Global Club of International Board Directors

Our Mission is to foster excellent Corporate Governance through networking, communication and self-improvement. IDN has 1,500 members from 80 countries, all Alumni from different INSEAD graduations as MBA, EMBA, GEMBA, and IDP-C. We meet in live IDN webinars and meet-ups arranged by our IDN Ambassadors based in 25 countries. Our IDN website holds valuable corporate governance knowledge in our IDN blog, and we share insights with our LinkedIn and Twitter followers. We highlight our member through quarterly sharing of their new board appointments, and once a year, we give out IDN Awards to prominent board accomplishments. We provide a peer-to-peer mentoring and board vacancy service, and we come together two times per year at the INSEAD Directors Forum arranged by ICGC. We also engage with ICGC on joint research.

 

INSEAD Corporate Governance Centre (“ICGC”)

Established in 2010, the INSEAD Corporate Governance Centre (ICGC) has been actively engaged in making a distinctive contribution to the knowledge and practice of corporate governance. The ICGC harnesses faculty expertise across multiple disciplines to teach and research on the challenges of boards of directors in an international context and to foster a global dialogue on governance issues with the ultimate goal to develop boards for high-performance governance. Visit ICGC website: https://www.insead.edu/centres/corporate-governance

Chair Best Practice Exchange

A discussion with INSEAD Professor Stanislav Shekshnia and IDN President, Helen Pitcher OBE

By Christiane Schloderer IDP-C, IDN Middle-East Ambassador

The role of a board’s chair is not new. Yet the picture of the “grand old man” making autocratic decisions of a company’s fate has long vanished. In times of unprecedented change and transformation requirements, the Chair’s role is gaining complexity – it resembles more a conductor who is “First among Equals”. Overall, the changes are substantial: faster, shorter, with more Zoom, especially with Covid putting a huge pressure on boards.

In an inspiring web session, Professor Stanislav Shekshnia, Affiliate Professor INSEAD presented the findings of his latest research around Chair best practices, with comments by IDN President Helen Pitcher OBE. 

An effective chair

  • Focuses the board
  • Adjust the board’s processes and structures
  • Organizes the strategic process.

Focusing the board

Boards tend to get more pressure from the outside, but have limited time, energy and attention span. The chair’s role is to establish ways to determine how the board fucuses. Focusing a board is less about what to focus on, but rather how to focus.

Professor Shekshnia identifies four levers to establish focus:

  • Board purpose
  • Board agenda
  • Discussion questions
  • Evaluation

Purpose

Boards need a clear answer to a few fundamental questions like “Who do we work for? What do we try to achieve? What functions do we exercise? What are the Do’s and Don’ts for this board? And how do we measure ourselves?”.

Around 33% of survey participants during his research said they have discussed the purpose, half of them said they have changed it during the pandemic.

However, even more important than the actual purpose is to have a shared purpose. It’s the chair’s role to generate this by ensuring space for a healthy discussion around the board’s purpose. Putting the purpose in writing allows to continuously refer to it, it’s a yardstick for discussions, decisions and the agenda setting.

Agenda

A board’s agenda reflects the “right” issues: it fits the board’s purpose and its strategic. The topics under discussion should be material, they should have a long-lasting effect and should allow for a meaningful discussion. If the discussion topic cannot be handled within the time given in the board meeting, it should not be on the agenda.

Typical core topics of the board’s agenda are leadership, strategy, company configuration (where to invest in, what to divest), risks, ESG and sustainability and stakeholders (what, when and how to tell them).

Agenda setting can happen in various ways: the CEO proposes the agenda, the (very involved) secretary draws it, or the boards gives its own agenda. However, no matter who proposes the agenda, an effective chair owns and feels responsible for it. The chair has the last word.

Discussion questions

Once the board meeting is on, the chair’s role is to frame the discussion by formulating the question – a very powerful tool.

Effective chairs solicitate ideas from other board members before and after the board meeting, they provide context around the situation and the challenges involved, they frame the question to make it understandable to all board members and reframe if required. They also give each director enough space to develop their opinions, while ensuring that each director gives enough input.

Evaluation

The board’s evaluation ties up with the purpose: how does the board perform against the purpose and why is the board making decisions the way it is. Further evaluation topics center around the quality of the agenda, the board’s process, its decision making and the board’s fitness.

A combination of formal and informal evaluation proofs effective. Whereas a formal evaluation is conducted once or twice a year, after each meeting, informally it should be decided what to keep and what to change for the next meeting.

The core questions a board should ask itself is if it has collective time and energy to lead the company going forward. If the answer to this is no, drastic changes become necessary.

Adjusting the board’s processes and structures

As a consequence of focusing the board, adjustments to the board’s processes and structures might need to be required. Again, the chair should own the adjustment process, after taking input from other directors, the CEO, shareholders or other stakeholders. Changes to the external environment should be taken into consideration.

Emerging trends for adjusting the process are a hybrid form: face-to-face for substantial debate and virtual for more straightforward issues. The pandemic has forced shorter notice meetings with a more flexible agenda as well as shorter and more frequent meetings.

Emerging practices for adjusting the structure are an annual board competency mapping, temporary board committee, a nomination committee closely cooperating with the chair and drawing in experts.

Boards should match the strategy with the competencies of its board members whereas the chair would be strongly involved in building the board composition.

Organizing the strategic process

When looking at the strategic process between boards, chairs and the CEO, there is no one model. It depends on the context of the industry, the company and its competencies and the individual situation. The most common forms are as follows:

  • Board provides guidelines and approves strategy developed by management
  • Board develops strategy with heavy management input
  • Strategy committee proposes strategy
  • Joint board-management effort
  • Continuous strategic conversation at the board
  • Chair: leads, facilitates, makes sure it happens, supervises

Some boards define that strategy is being considered in a one-off meeting, other say that strategy never stops. The chair’s role drives, supervises, facilitates – it depends on the company. It is important that the chair, but also all other parties involved are clear and agree about each participant’s role.

The role of the chair

Covid has put a huge pressure on boards. It has often required a lot more of interpersonal contact between the chair and the rest of the board. Accordingly, the chair role has become more onerous in terms of time commitment as well as crucial role outside the organization with stakeholders.

A chair’s workload is probably double to other board members; yet chairs need to be careful not to overstep the boundaries into the executives. Chairs have the privilege of more information and thus find it easier to guide the executives. Being a chair requires a different skillset. “Nose in, hands out” is a good guideline, although there is a tendency that chairs work more according to “nose in, hands on”.

Follow on discussions

During the IDN call’s polls, the breakout room sessions and the following Q&A, generally similar views were exchanged:

  • Only 38% of participants responded positive about having a yearly discussion around focus, whereas 48% responded they do not have a yearly discussion around focus
  • However, 31% disagreed when asked if they have a yearly discussion around adjusting board processes and structures and 44% responded they do have a yearly discussion.
  • An impressive, yet not surprising majority of 86% are significantly more involved in strategy development since the pandemic started compared to earlier years, with only 3% disagreeing.
  • The new norm of short, but frequent video conferencing does not prevent drastic corporate restructuring from happening. Although a face-to-face interaction is likely preferred in that situation, results from a virtual format can be impressive too.
  • An active chair leads to inactive board members and vice versa. Not too weak, not too strong, not too cozy for the directors. A chair needs to keep the distance yet be available. Push, yet, let others drive. She or he should seek a healthy balance.
  • Yet, the chair role is pivotal to setting the right dynamic, keeping the board on track, ensuring the board remains functional.

After all, being a chair is a balancing act. It’s never straight forward.

 

INSEAD Directors Network (“IDN”) – An INSEAD Global Club of International Board Directors

Our Mission is to foster excellent Corporate Governance through networking, communication and self-improvement. IDN has 1,500 members from 80 countries, all Alumni from different INSEAD graduations as MBA, EMBA, GEMBA, and IDP-C. We meet in live IDN webinars and meet-ups arranged by our IDN Ambassadors based in 25 countries. Our IDN website holds valuable corporate governance knowledge in our IDN blog, and we share insights with our LinkedIn and Twitter followers. We highlight our member through quarterly sharing of their new board appointments, and once a year, we give out IDN Awards to prominent board accomplishments. We provide a peer-to-peer mentoring and board vacancy service, and we come together two times per year at the INSEAD Directors Forum arranged by ICGC. We also engage with ICGC on joint research.

INSEAD Corporate Governance Centre (“ICGC”)

Established in 2010, the INSEAD Corporate Governance Centre (ICGC) has been actively engaged in making a distinctive contribution to the knowledge and practice of corporate governance. The ICGC harnesses faculty expertise across multiple disciplines to teach and research on the challenges of boards of directors in an international context and to foster a global dialogue on governance issues with the ultimate goal to develop boards for high-performance governance. Visit ICGC website: https://www.insead.edu/centres/corporate-governance 

Positive Board Dynamics and Coaching: Key to Superior Performance

Given that the impact of a board’s functioning as a team is a more significant predictor of corporate performance than individual directors’ backgrounds, skills and experience, it’s time for boards to spend more time focusing on their group dynamics and for boards and directors to dedicate time for coaching and mentoring.

By Karen Loon IDP-C and IDN Board Member

Board practices are changing at a rapid pace. As a result, dynamics in the board room are more challenging during time-pressed hybrid or virtual meetings. So, what can Chairs and board directors do to improve board dynamics? And how can board and director coaching and mentoring enhance their effectiveness?

INSEAD Directors Network (IDN) members recently learnt more about these areas in a topical webinar for members.

The session opening remarks were provided by Vincent H. Dominé, Adjunct Professor of Organisational Behaviour at INSEAD, with IDN Board Member and NED Helen Wiseman IDP-C sharing her perspectives as a board chair, an executive coach and mentor. Liselotte Engstam IDP-C facilitated the session with support from Hagen Schweinitz IDP-C, both IDN board members.

The challenges of group dynamics in the board room

“The knowledge is in the room”, stated Professor Dominé. However, the mindset, behaviours, and professional experiences of individual directors can have a significant impact on collective decision making.

A chair, for example, who has worked as a Big 4 audit partner may focus on data with a more historical lens, whereas a chair with business development experience may be more forward-looking. Thus, the experiences of individual directors and the way they take up their roles shape the group dynamics in the board room.

Professor Dominé highlighted that collective behaviour at the board level has an 800% greater impact on a firm’s performance than the characteristics of individual directors”, according to the benefits of boards working effectively as a team.

Invest time in group dynamics and board development

Working effectively as a team is not without its difficulties. One of the significant challenges for boards is making enough time for group dynamics.

“Do we have time to address group dynamics… Is it an agenda item? And if it’s not, we’re not going to cover it,” stressed Professor Dominé.

When it comes to high performing boards, a key consideration when it comes to board dynamics is not just having the right board competencies and structure, but also having positive board behaviours.

Using an analogy of being a restaurant chef, it’s not just about the ingredients and processes, but also the personalities, values, norms and relationships of the people in the kitchen that make the difference, noted Professor Dominé.

Beware of the primary vs. secondary tasks of the board

Whilst boards have primary tasks, this being the formal and technical nature of their work (the ‘hard governance’), boards also need to be aware of the secondary tasks (‘soft governance’) which are below the surface and not easily accessible. Unaddressed, they can distract from effectively pursuing the primary tasks and lead to ineffective group dynamics in the board room.

It’s the “air or atmosphere in the board room that we do not really talk about”, noted Professor Dominé.

Be mindful of non-verbal signs

Board directors should be mindful of non-verbal signs in the board room, accounting for 65% of the message in face-to-face exchanges.

“When we observe boards, a lot is not what is being said. And if it’s been said, it’s often about the song behind the words and the body language,” said Professor Dominé.

“Are we able to go, in a way, on the balcony and see what is systematically happening, and capture all these elements of, for instance, body language?” he added.

Roles in the board room – formal and informal

Often board directors focus on tasks and actions, given their responsibilities and roles.

A dynamic in groups, including in boards, which we need to be aware of, are our informal roles.

Whilst on boards, board directors may take on some informal roles such as being a strategist, expert, mentor/coach, team player, owner or facilitator, they may also take on other less identifiable energising roles. These could include being a ‘devil’s advocate’, a ‘coordinator’ or a ‘gatekeeper’.

In other cases, the informal roles they take on may be unproductive and unhelpful, such as being an ‘attention-seeker’ or that of an ‘observer’ who is not engaging.

Board diversity, tensions and group dynamics

A fundamental tension of directors and executive teams is balancing the anxieties between feeling their need to belong to the group (relatedness), while remaining independent and existing as an individual (autonomy).

“What we want in boards are dissenting views – we want people who bring their own views that – maybe because of their psychology – they might not otherwise bring in.” – Professor Vincent H. Dominé.

Having greater diversity of thought requires boards to invest more time as a board on group dynamics.

Recommendations for mastering board dynamics

Professor Dominé suggested three recommendations.

  1. Acknowledge the impact – Can we make it a board agenda item?
  2. Build awareness – Consider non-verbal communication, informal roles, context and unspoken issues/elephants in the room.
  3. Action – Practice checking in and checking out; experiment with different roles (such as other directors taking on the ‘devil’s advocate’ role in the board); seek professional development for directors; make the most of board assessments; and leveraging the support of a board coach.

Finally, Professor Dominé shared a board development methodology he co-developed, the GROW 7A methodology. Digitally enabled, it provides a holistic approach to board development by addressing both the development opportunities of individual directors as well as the board as a whole. By practising being a ‘learning board’, boards are role modelling a leadership culture where leadership development is imbedded in the work.

The importance of psychological safety in the board room

Both Professor Dominé and Helen Wiseman remarked that having psychological safety in the board room is critical.

Sometimes our identities as board directors – our egos and backgrounds – can get in the way and, at times, should be left at the board room door. Helen stated that this is particularly so for corporate boards where directors are being measured on their performance for solving problems:

“It is critical that we create psychological safety in the board room so that directors can be fully open about where they are at.” – Helen Wiseman, IDN Board Member.

Creating a reflective space: The role of board and director coaching and mentoring

Helen shared her views, practical tips and strategies on coaching and mentoring, both of the board and of self.

The importance of coaching and mentoring for boards and board directors

Emphasising the importance of the coaching process, she noted that “we often think of coaching as support, encouragement and accountability to achieve goals. But I see coaching as a distinct process, the effect which is to help the coachee achieve their particular goals.”

“Board work involves a complex interplay of relationships – that’s the wellspring of board dynamics. And so not only do we need to make board dynamics conscious, we also need to be conscious about the role that coaching as a process can play to healthily manage them,” she added.

Helen noted that the role of a coach is to be a neutral facilitator – the power is in the questions asked that generate new thinking.

“The art of a good coaching question, is that you end up solving your own problem and [that it] helps you to be more productive on the board.” – Helen Wiseman, IDN Board Member.

This is another informal role that a chair or director can perform in order to enhance board effectiveness. Helen highlighted that there are several relationships within the board where coaching can enhance effectiveness. These could include:

  • Coaching the Chair
  • Chair coaching the CEO
  • Chair coaching the directors
  • New director peer coach (board “buddy”)
  • A coach working with the entire board

Given the high degree of external scrutiny and complex dynamics in place, she highly recommended coaching, particularly for new chairs.

Having a growth mindset

Helen stressed the importance of both individual directors and boards as a whole having a growth mindset.

“(One) challenge I see on boards and in executive life as well is mistaking what is a complex adaptive problem for a technical problem and rushing in to try and solve it. I think that’s a real risk … and the creator of adverse board dynamics when we seek to do that,” she said.

She suggests that directors and boards be more aware of board dynamics and cognitive biases.

The value of mentors

Coaching is a powerful tool to help directors clarify their thinking and understand their board dynamics. Mentoring can include coaching but has the additional benefit of mentors sharing their experiences. Mentoring is invaluable for newer directors.

Helen shared more about the IDN INsights Director Mentoring Programme, in which more experienced mentors mentor less experienced IDN members as part of a structured programme over six months. In addition, IDN member participants are supported by their peer mentees, who also meet monthly.

She highlighted that the programme’s benefits include clarifying your purpose, positioning, identity and how you operate as a board

IDN mentees said that one of the critical benefits of having a mentor was that it created a trusted listening space to help directors to work through and ultimately develop their own solutions to their challenges:

“Having a mentor and a mentee peer group meant I had a ‘safe’ place to discuss issues, seek feedback, brainstorm… My mentor gave me very practical advice about various situations I raised with him. Just having someone so experienced to talk things out with helped me gain new perspectives. My mentor was always very positive about my capacity to work through the issues.” – Martin McCourt, IDN INsights Director Mentoring Programme 2020 Mentee

 

Additional reading

Board Dynamics

The Group Dynamics That Define Well-Functioning Boards (INSEAD Knowledge) by Professor Vincent H. Dominé

Mastering group dynamics: embedding a learning and coaching culture in board work, by Professor Vincent H. Dominé in Dynamics at Boardroom Level: A Tavistock Primer for Leaders, Coaches and Consultants, edited by Leslie Brissett, Mannie Sher and Tazi Lorraine Smith

Board Coaching and Mentoring

How can IDN’s mentoring programme help your board career

Why every aspiring director should consider a mentor

How having a board mentor supports lifelong learning

 

 

INSEAD Directors Network (“IDN”) – An INSEAD Global Club of International Board Directors

Our Mission is to foster excellent Corporate Governance through networking, communication and self-improvement. IDN has 1,500 members from 80 countries, all Alumni from different INSEAD graduations as MBA, EMBA, GEMBA, and IDP-C. We meet in live IDN webinars and meet-ups arranged by our IDN Ambassadors based in 25 countries. Our IDN website holds valuable corporate governance knowledge in our IDN blog, and we share insights with our LinkedIn and Twitter followers. We highlight our member through quarterly sharing of their new board appointments, and once a year, we give out IDN Awards to prominent board accomplishments. We provide a peer-to-peer mentoring and board vacancy service, and we come together two times per year at the INSEAD Directors Forum arranged by ICGC. We also engage with ICGC on joint research.

 

INSEAD Corporate Governance Centre (“ICGC”)

Established in 2010, the INSEAD Corporate Governance Centre (ICGC) has been actively engaged in making a distinctive contribution to the knowledge and practice of corporate governance. The ICGC harnesses faculty expertise across multiple disciplines to teach and research on the challenges of boards of directors in an international context and to foster a global dialogue on governance issues with the ultimate goal to develop boards for high-performance governance. Visit ICGC website: https://www.insead.edu/centres/corporate-governance

INSEAD IDN Q2 2021 Board Position Announcements

47 board appointments for INSEAD Directors Network members

6 July 2021

Members Board & Corporate Governance Positions Announcement Q2 2021

INSEAD’s International Directors Network, IDN is proudly sharing the recent appointments for the quarter ended 31 May 2021 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 47 new board positions in 20 countries, summing up to 445 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 1,378 IDP and IDPB participants, with 1064 certified IDP-C/ IDBP-C directors, and our International Board Network IDN of INSEAD Alumni of 1,526 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

Vitor Augusto Brinquete Bento – May 2021 – Chairman & CEO of Portuguese Banking Association (Private, HQ Portugal)
Dan Bihi-Zenou – January 2020 – Chairman of Capital Real Estate SA & Chairman of Arcenter SA (Private, HQ Switzerland)
Gianfranco Bisagni – January 2020 – Chairman of the supervisory board at Unicredit Bank Austria AG (Listed, HQ Austria), October 2020 – Deputy Chairman of Supervisory board at Unicredit Bank Hungary ZRT. (Private, HQ Hungary), April 2020 – Deputy Chairman of Supervisory board at AO Unicredit Bank (Not Listed, HQ Russia), October 2020 – Member of Supervisory Board at Zagrebacka Banka D.D. (Listed, HQ Croatia)
Stefan Buser – April 2021 – Board member at Sedimentum AG (Private, HQ Switzerland)
Roberta Casali – April 2021 – Non-Executive Board Director and Chair of the Internal Control Committee at ARCA Fondi Sgr (Private, HQ Italy)
Katia Ciesielska – May 2021 – Non-executive Director at Pears Global Real Estate (Private, HQ Luxembourg)
Timothy Cosulich – April 2021 – Vice Chairman and Board Member of International Bunker Industry Association (Private, HQ UK)
Pierre Dejoux – April 2021 – Non-Executive Board Director at Bowman Power group (Private, HQ UK ), January 2019 – VP and Board member of Special Olympics France (NGO, HQ France)
Liselotte Engstam – March 2021 – Chair at Boards Impact Forum, Climate Governance Initiative Nordic in collaboration with World Economic Forum (Foundation, HQ Sweden)
Daniel Frutig – April 2021 – Chairman at Cicor Technologies Ltd (Listed, HQ Switzerland) & March 2021 – Board member at AGRO AG (Private , Switzerland)
Jean-Marie Greindl – April 2021 – Chairman of the Board at XLG (Private, HQ Belgium)
Dr. Heinrich Hugenschmidt – April 2021 – Non Executive Board Member of Fankhauser Media Ltd (Private, HQ Switzerland)
Caroline Jellinck – May 2021 – Chair’s Advisory Board Member  at Science World BC (NFP, HQ Vancouver Canada)
Nooraya Khan – March 2021 – Non Executive Director MTN South Africa (Private, HQ South Africa)
Noelle Ahlberg Kleiterp – May 2021- Member Board of Trustees & Member of Governance Committee at Zurich International School (non-profit, Switzerland)
Reinhard Krickl – May 2021 – Chairperson and Non Executive Director at Axem Neurotechnology (Private, HQ Canada)
Richard LePere – March 2021 – Independent Non Executive Board Director at Fullerton Lux Funds (FLF) SICAV (Private, HQ Luxembourg)
Colin Low – March 2021 – Independent Board Director at  Kacific Satellites Group Limited (Private, HQ Singapore)
Bert Meerstadt – May 2021 – Managing Director at Hendrick de Keyser (NGO, HQ Amsterdam, Netherlands)
Elena Pistone – May 2021 – Independent Board Director of REVO SPAC (Listed, HQ Italy)
Pamela Ravasio – May 2021 – Independent Non-Executive Director at Polygiene AB (Listed, HQ Sweden)
Michel Rzonzef – March 2021 – Chairman of the Board at SGI,  Non-Executive Board Member at LBAN (Luxembourg Business Angel Network), & Non Executive Board Member at BML(Business Mentoring Luxembourg)
Thomas Seale – May 2021 – Member of Board of Directors at Columbia Threadneedle SICAV (Private, HQ Luxembourg)
Mark Shmulevich – October 2020 – Chairman, Digital Transformation chapter, and Board Member at SGTech (Trade federation, HQ Singapore)
Nicoline Spruijt – April 2021 – Advisory Board member at ACA-IT Solutions (Private, HQ Belgium), Non-Executive Board Member at Valisana (Hospital Government, HQ Belgium) & May 2021 – Non-Executive Board Member at Armen Tekort (NGO, HQ Belgium)
Sheila Struyck – April 2021 – Non-Executive Director/ RvC at Meatless (Private, HQ Netherlands)
David Surdeau – April 2021- Non-Executive Director at Red Dragon Pubs Ltd (Private, HQ Wales UK)
Kees van der Vleuten – January 2021 – Non-executive Chair, Fenix Investment Group, (Private, HQ Brussels/Amsterdam)
Dominique Vanhamme – April 2021 – Non-executive Director at Odyssey (Private, HQ France)

IDN Members – Board Directors

Wanching Ang – March 2021 – Non-executive Board member at HQ Holding GmbH & Co KG (Private, Germany)
Jan De Moor – May 2021 – Independent Board Member at VlaanderenConnect (Government Agency, HQ Belgium)
Morgan Fowles – May 2020  – Director at Tala Ltd (Private, HQ UK)
Andrew Kristensen – April 2021 – Non-Executive Board Member at Svensk Byggtjänst (Private, HQ Sweden)
Margot Schumacher – January 2021 – Non-Executive Board Member at Thales Netherlands (Listed, HQ France)
Jan-Paul van Term – March 2021 – CEO at Hill+Knowlton Strategies (Private, HQ Netherlands)
Liz Wall – May 2021 – Non-Executive Chair at Royal Road Minerals (Listed, HQ Jersey)

Previous announcements and more information

Previous board position announcements by shared by IDN;
April 2021 December 2020 September 2020 March 2020 October 2019 July 2019  February 2019  November 2018 July 2018 April 2018  January 2018   October 2017

For organisations interested in partnering with IDN, please contact IDN President, Helen Pitcher OBE, at [email protected]

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
[email protected]

For more information about :

How to become a partner of IDN, contact our President, Helen Pitcher here
INSEAD Directors’ Network, click here.
INSEAD Corporate Governance Centre here.