Independent External Board Reviews

This blogpost was first shared at abexcellence.com and is an excerpt from an article published in Spring 2019 at Ethical Boardroom. _____________________________

 Independent external board reviews 

By 

IDN President Helen Pitcher, OBE 

Independent external board evaluations emerged in parallel with the general development of the governance code for companies. The question now arises whether their current shape is fit for purpose in the modern corporate environment, where society/CSR and employee engagement are playing an increasing part in the context of a company’s right to operate and accumulate numerous benefits and advantages from society?

As the code of governance became more formal, so the question arose of how the effectiveness of the board would be monitored. While the legal aspects of operating a company has a built-in ‘monitor’ through the courts and regulatory agencies, governance monitoring has emerged as a voluntary process, over which the company and board have significant discretion and control. Best practice has been led in the UK by the FTSE 100 companies and influenced by the governance compliance indexes, which inform the investor communities of the ‘governance footprint’ of a company.

The emerging code and evaluation

Under the FRC (Financial Reporting Council) Governance Code in UK, the use of independent external board evaluation has staggered into existence in the form it has today. Emerging from the Higgs Report in 2003 the combined code suggested good practice to be ‘an annual evaluation of board performance’ with the suggestion that ‘use of an external third party will bring objectivity to the process’. The 2006 code retained the annual performance evaluation, but the reference to external facilitation disappeared!

It wasn’t until 2010 that an externally facilitated review at least every three years became part of the code in UK for the FTSE 350, this included a statement of the facilitator’s connection to the company. The following year the FRC produced a ‘Guidance on Board Effectiveness’, which set out a detailed approach to the ‘independent externally facilitated board evaluation’. This started a process of creating a board evaluation standard, but which was still voluntary under the ‘comply or explain’ doctrine.

Since 2011 the ‘independent external board evaluation’ process has meandered on, with various failed attempts at a code of practice, including ABExcellence code of Advanced Boardroom Excellence published in 2014, which sought to advance the discussion. All these endeavours called for greater formalisation of what would be covered by a board review. Consequently, the interpretation of what should be covered in an independent and externally facilitated review was, and still is, at the discretion of the board and covers a wide range of standards applied to supporting the effectiveness of the board.

To read full article click here

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Read more about becoming an IDN member. For upcoming webinars see our event calendarIf you are an IDN Member or IDN Partner, or like to become an IDN Partner, with a questions or suggestion on contribution to a future IDN Webinar or IDN Blogpost, contact IDP.Network@insead.edu.

Why Should Boards Care About Culture?

This blogpost is shared as part of a series of insights from INSEAD Directors Network, based on webinars run for IDN Network members exclusively, and invites shared via mail. For more about our webinars, becoming a member or a partner with our network, see further down in blogpost.

On March 19 IDN Directors Network held a webinar on the topic Bords role in guiding corporate culture and diversity for strategy alignment. The expectations on boards to guide and monitor corporate culture and diversity and align it to desired strategic outcomes are increasing. In the webinar we listened to experiences on managing and influencing corporate culture and diversity, how it can be guided and monitored by the board, and shared and discussed experiences

We listened to Magali Depras, Chief of Strategy at TC Transcontinental, MBA, IDP-C, President Insead NAA Canada, sharing experiences on the topic and Kay Formanek  CEO KAY Diversity & Performance, INSEAD faculty on Diversity topic, Leadership Coach and Speaker, sharing approaches used and related trends.  

This is a follow up guest blog post shared by Kay de Gier on this important topic, and relating some of the insights shared at the webinar.

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Why Should Boards Care About Culture?

By Kay Formanek

Let us tackle this question by first having a robust understanding of the term culture. Culture in a corporate context is defined as “a combination of the values, attitudes and behaviours manifested by a company in its operations and relations with its stakeholders. These stakeholders include shareholders, employees, customers, suppliers and the wider community and environment which are affected by a company’s conduct.”

Photo: Unsplash

Boards are starting to care deeply about culture and this is anchored in 2 primary reasons:

  1. The impact on total enterprise value when a reputational crises occurs has increased dramatically. This can be explained by intangible assets as a percentage of total corporate value increasing from 20% to 80% from the 1980’s to today.
  2. A positive culture has been shown to deliver higher engagement, higher financial performance and long-term sustainability.

These factors have resulted in an examination of the role of boards in setting and monitoring culture. The UK Corporate Governance Code specifically ascribes to boards the responsibility for setting the company’s values and standards, while the preface to the Code states:

‘One of the key roles for the board includes establishing the culture, values and ethics of the company. It is important that the board sets the correct “tone from the top”. The directors should lead by example and ensure that good standards of behaviour permeate throughout all levels of the organisation. This will help prevent misconduct, unethical practices and support the delivery of long-term success.’ – UK Code. (1)

The reading of the UK Code sets out expectations from the board at the strategic level and also at the operational level.

At the strategic level the board is expected to set and monitor the company’s culture, in terms of values and behaviors, so as to deliver best value creation and ensure that incentives support the desired culture.

At an operational level the board is expected to obtain assurances that the desired culture permeate throughout the organization and that there are not pockets within the organization where values are undermined and at risk.

Not all countries have issued a Code, like the UK Code where the role of boards in culture setting and monitoring are defined. Yet increasingly boards are applying time and attention to setting out their role and actions in both setting and monitoring the culture of their organization.

Yet how do boards influence culture in practice? As a first step a board needs to support the development of a clear purpose of the organization and to describe the values by which the organization conducts its business.  Stakeholders will read much into the behavior of the board itself and thus the board needs to behave in a manner that is consistent with the espoused values and the desired culture. The CEO is probably the most important role in articulating and translating the desired culture within the organization and its operations. Thus the appointment and removal of the CEO is one of the most important levers of a board in influencing culture.

And yet, the difficult part for a board is to monitor and assess the culture within the organization. How is this done considering that culture may be considered intangible and difficult to measure?

The reality is that there is no one measure or instrument that will provide an answer to the board on the state of their organisational culture. However there some great hints (lets us call them the litmus test of culture) that boards can use as a proxy for a positive or negative culture.  In the interesting article “11 Toxic Tell Tale Signs of a Noxious Culture”, Forbes 2018 (2), eleven indicators of a potentially sick culture are listed and serve as a reminder to boards on what they can be looking for to yield an answer on the state of their culture.

The 11 Toxic Tell Tale Signs of a Noxious Culture include:

  • Not enough talk about innovation, indicating a potential lack of focus from the leadership on the innovation agenda of a company
  • Employees fear retaliation, indicating that leaders are not subscribing to values of respect and transparency and teaming
  • Cross-department collaborations stall, indicating that departmental incentives may be mis-aligned and that there may be an absence of a common purpose
  • Fear, apathy, exhaustion and over-politeness, indicating lack of engagement and avoidance of raising issues that should be discussed
  • Microaggressions in the form of bias, indicating the presence of stereotypes and a none-inclusive environment
  • Low employee retention rates, indicating that employees may not feel a sense of belonging and being valued
  • Aversion to taking risks, indicating that there may be a fear to make mistakes
  • Something does not feel right (instinctive knowing), when observers have a “gut feel” that something is awry and “things do not add up”
  • “No” isn’t an option, indicating that top down orders may need to be fulfilled without discussion
  •  People seek reassurance outside meetings, indicating potential issues of distrust and second-guessing formal communication channels
  •  Silence or defensive communication, indicating that there is resistance and a fear of speaking up

 

In addition to these tell-tale signs, there are a number of instruments that offer a great view of the culture of an organization. Let me share three examples, out of a multitude of tools that are present in the market.

 

Glassdoor (3) is a website where current and former employees anonymously review companies and their management. The site collects comments and averages scores posted under headings such as CEOs, salaries, hiring process and what it is like to work in jobs in general at each company. Glassdoor offers boards a unique window on what is being said about the organization and the company leadership.

 

There are also assessments that offer a measure of the alignment of values throughout the company.  The Cultural Values Assessment (CVA) of Barrett Values Centre (4) provides a clear view on the overall values alignment within an organisations and points to the factors that get in the way of people doing their jobs and prevents customers from experiencing the full potential of the organization.

 

The Hairball Social Network mapping tools, graphically represents the degree of interaction and collaboration within an organization and can provide clues on whether cross-department collaboration has stalled.

In conclusion:

The role of the board in setting and monitoring culture is critical in an environment where a positive culture is directly linked to organization sustainability and corporate value. While there is no “one-stop-shop” assessment of the culture in an organization, there are a variety of indicators and tools that offer the board an excellent view on the state of the culture of an organization. These tools are for the plucking of any board, but require a board to register the importance of culture and to undertake the strategic and operational interventions that are required to sustain a positive culture in the organization.

References:

1.

https://www.frc.org.uk/getattachment/88bd8c45-50ea-4841-95b0-d2f4f48069a2/2018-UK-Corporate-Governance-Code-FINAL.PDF

2.

https://www.forbes.com/  11 Telltale Signs Of A Toxic Company Culture — And What You Can Do To Start Fixing Things; Forbes Coaches Council

3.

https://www.glassdoor.com/index.htm

4

https://www.valuescentre.com/our-products/products-organisations/cultural-values-assessment-cva

 

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Other relevant information shared

 

INSEAD Research: Corporate Culture Alarmingly low priority for boards

https://knowledge.insead.edu/leadership-organisations/corporate-culture-is-an-alarmingly-low-priority-for-boards-7676

 

Identifying and responding to a Dysfunctional Culture (incl interview of IDN Board Member Liselotte Engstam) https://www.mmc.com/insights/publications/2019/feb/identifying-and-responding-to-a-dysfunctional-culture.html

 

Focus on Corporate Culture to prevent the next scandal

https://www.strategy-business.com/article/Focus-on-corporate-culture-to-prevent-the-next-scandal?gko=57b60

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Read more about becoming a member and about previous webinars. For upcoming webinars see our event calendar.If you are an IDN Member or IDN Partner, or like to become an IDN Partner, with a questions or suggestion on contribution to a future IDN Webinar, contact IDP.Network@insead.edu.

More insight from INSEAD Directors Network webinars will be shared – Lookout for more upcoming blogposts!

A JOB FOR THE GIRLS!

 ‘Creating Female Chairman before the lights go out’ 

 

by IDN President Helen Pitcher, OBE

 BUSINESS OF THE FUTURE 

The sustainability of companies and businesses able to contribute and benefit all of their stakeholders, is increasingly at the forefront of the minds of Politicians, Regulators, Society Pressure groups and Individuals. It is also the clarion call of the massive Pension Investment sector focused on aligning investments to positive benefits and stewardship for society. 

Larry Fink Chairman and CEO- Blackrock’s 2019 Letter to CEOs, Purpose & Profit 

Each year, I write to the companies in which BlackRock invests on behalf of our clients, the majority of whom have decades-long horizons and are planning for retirement. As a fiduciary to these clients, who are the owners of your company, we advocate for practices that we believe will drive sustainable, long-term growth and profitability. As we enter 2019, commitment to a long-term approach is more important than ever – the global landscape is increasingly fragile and, as a result, susceptible to short-term behavior by corporations and governments alike. 

Unnerved by fundamental economic changes and the failure of government to provide lasting solutions, society is increasingly looking to companies, both public and private, to address pressing social and economic issues. 

My own recent journey in business, learning and the company Board landscape has provided both the frustration and the drive to seek and achieve a shift in that Board landscape. I view the opening up and diversity of Chairmanship of Boards as key to the future of sustainable long-term profit, with society focused Boards which deliver a benefit for a wider stakeholder group and not just a short-term profit focused ‘cabal’. 

There are excellent male Chairman leading some of our great companies, large and small. There are however, too many who are stuck in a paradigm of the ‘old way’ who pay scant attention to the driving forces for increased accountability of Boards to their stakeholder beyond the shareholders, who seek to ‘dodge’ and minimise the impact of the ‘Codes’ and these broader pressures in a narrow myopic interpretation of their role. The impending demise and re-boot of the FRC (Financial Reporting Council), is a testament to their lacklustre engagement with the new future landscape of Boards. 

A WASTE OF RESOURCES 

The success of the gender targets from the Davies Report of 25 % females on Boards in the FTSE 100 was commendable. However, since then the challenge and focus has been on maintaining this, never mind increasing to 33%, together with gaining traction within the FTSE 250 Executive Committees and Executive Leadership Pipelines. 

This should not be a struggle, the barriers to achieving these targets are well known and facile. In the broadest context the loss and leakage of competent females throughout the ‘career chain’ is a significant and unnecessary waste of resources. As we move up the career hierarchy, the compound development ‘value’ that has been invested in an individual woman at a senior level is enormous. It is time to stop this wastage and get on with the job of facilitating women to achieve the top roles in our companies. They have just as much right to succeed, and fail, as their male counterparts. The conspicuous and outstanding talent to run and govern our companies is not in such great supply that we can afford to ignore 40% of the potential candidates. 

Your value will be not what you know; it will be what you share. – Ginni Rometty, Chairman & CEO IBM

THE SKILLS OF FEMALE CHAIRMEN 

The slow albeit accelerating process of achieving women on Boards, is in my mind compounded massively by a stunning lack of progress and discussion on the creation of Women as Chairman of our companies. The latest research for INSEAD suggests that there will be 20% of women as Chairman of our Boards by 2027 (INSEAD Research by Professor Stanislav Shekshnia). 

My view is that we need to ‘skip’ a male generation and drive the appointment of female Chairman more quickly and beyond that 20%, to unlock a Board landscape that is held hostage by the basic ‘hard skills’ of number crunching and reductionist thinking. 

As you look at the skills and expertise required to be an effective Chairman, something strange happens! If you disassemble the ‘hard rule-based skills’ and ‘soft emotional intelligence skills’ argument something strange happens! If you invert the required skills of an effective Chairman into a hierarchy of skills something strange happen! 

It suggests that women are eminently qualified and pre-disposed to be Chairman, more so than men?  

The peer review research, the survey research evidence and the anecdotal evidence for what makes an effective Chairman is very clear. Beyond an obvious group of qualifying skills of integrity, personal strength, courage and intelligence, the skills that emerge as critical and defining are; an ability to influence others without dominating, having an engaged vision of the future, strong emotional intelligence and coaching skills.

To paraphrase a quote on effective Chairmanship from Stanislav Shekshnia, Senior Affiliate Professor of Entrepreneurship and Family Enterprise at INSEAD and Director of the INSEAD Leading from the Chair Programme. 

To be effective Chairman must recognize that they are not commanders but facilitators. Their role is to create the conditions under which the Board can have productive group discussions. They should recognize that they are not first among equals. They are just the person responsible for making everyone on their board a good director. 

The Behavioural-Emotional skills which are to the fore are, emotional awareness – an ability to read the room, emotional empathy – an ability to connect and get alongside people, interpersonal adeptness-an ability to contextualise a situation to the individual, interpersonal influencing – an ability to use a range of influencing strategies and the ability to build trust upon which people can rely. 

WHY IS THIS IMPORTANT FOR THE FUTURE? 

The Business case is clear, research shows that businesses with greater gender diversity out perform others, have a risk profile which is typically healthier and make better investment decisions, which generate greater client and customer satisfaction, DIAGEO, GSK, Whitbread, Hargreaves Lansdown, Next, Taylor Wimpey are cases in point. All of whom are at or exceed 50% Women on the Board and in excess of 33% in the Executive level. The skill of the Chairman in this context is the orchestrating of diverse inputs, creating a tone that genuinely values and listens to diverse views, leading to a healthier and more sustainable culture. 

These ‘softer’ skills required of a Chairman, as opposed to a CEO or CFO, consist of the traits on the Behavioural-Emotional spectrum such as facilitating, listening, synthesizing, handling conflict, giving formative feedback and artfully creating a culture of supportive challenge to ensure effective decisions are made. These are complex, sophisticated and tough to acquire skills which go way beyond the ‘hard’ rules-based skills which can be taught and measured. Women more typically have these skills in abundance, having deployed and refined them early in their life and careers. 

As we seek to broaden, strengthen and perpetuate society and stakeholder engagement from the leaders of our companies, we need to understand and articulate better the underlying specification of the role of Chairman of a company. Research shows there is a difficult transition from CEO to Chairman, moving from a CEO profile where the more masculine descriptors of drive, ambition, ruthlessness etc. underline many of the CEO person specifications. 

WHY DO WE NEED TO ACCELERATE THE PACE OF CHANGE? 

As mentioned earlier without intervention the research predicts we will get to 20% of women in the Chairman role by 2027. This is too slow; the target should be to get to 35% by 2025 and 50% by 2027. 

While target set for Women on Boards is largely moving in the right direction, the Women as Chairman issue is still outstanding. The setting of targets for Women on Boards has achieved what decades of legislation has not. While there are still pockets of resistance and a need to push progress in some new areas, the debate has largely moved on from the why? (this now being clear), to how do we sustain success? And extend this success further down the FTSE and into the Executive Pipeline to create a sustainable pool of diverse candidates? 

However, with Women Chairman we are not there yet, with still too many active resistors, Headhunters, Chairman, Nominations Committees, combining with stereotypes which perpetuate the view that you need 10 years Board experience to qualify to be considered. 

However, the case for gender diversity at organisational levels applies equally to a macroeconomic level. More Women in the Chairmanship role can help rebuild the trust in UK PLCs and build businesses that deliver business performance combined with social and environmental benefits, leading to greater sustainability in our society. 

The then Chair of the Parliamentary Business, Energy and Industrial Strategy Committee, when launching the publication of the Committees Report on Corporate Governance said: 

recent scandals and the issue of executive pay have undermined public trust in corporate culture. That, together with rising stakeholder expectations, changing business models and technology, means that corporate governance needs to evolve to provide assurance to investors and wider society. 

The rise of “ownerless companies”, where no single investor has a sufficiently large stake in the business to act as a responsible owner, checking performance and behaviour, provides a significant challenge to sound corporate governance. Successful, productive and profitable companies cannot be disconnected from society. Businesses have wider responsibilities than short-term profits; they have a responsibility to their employees, their suppliers, and to the communities in which they operate. 

The social case for women Chairman is clear, ranging from societal benefits, to greater empowerment and inclusion of women, visible role models, as well as access to a broader talent pool and range of diverse skills. This in turn addresses the issue of male Board Directors ‘overboarding’, which is well known and proven to be detrimental to organisational performance. Example abound of male Chairman on numerous Boards, which erodes confidence in our commercial business sector. 

There is a growing and enthusiastic enclave of advocates for the acceleration of progression of Women in the Chairman’s role, including existing Female Directors, both Executive and Non-Executive, Women on Boards Network, IWF (International Women’s Forum), MACA (Men as Change Agents) CBI, IOD, 30% Club. 6 

The emerging initiative is for an advocacy group to focus on this issue, including many of our enlightened Chairman who are enthusiastic potential mentors, along with the high-profile influencers who are in a position to ‘shift the dial.’ 

BLOCKERS TO PROGRESS 

In pushing this initiative forward hopefully we will not have to revisit the excuses first heard in the Hampton-Alexander Review (Top 10 excuses for not appointing women to boards), of which my particular favourite was “There aren’t that many women with the right credentials and depth of experience to sit on the board – the issues covered are extremely complex”. 

Women themselves will also need to bolster their resolve, they often don’t express the ambition to be Chairman, having the limiting self-belief it is beyond their grasp. They need to overcome the age-old mind-set which causes them to seek to ‘over-qualify’ and be ‘over-capable’ before targeting themselves at the role. 

The softer skills of facilitation, collaboration, listening, co-ordinating, synthesising, articulating, handling and defusing conflict, ensuring decisions are taken and being personable, typically regarded as feminine traits, are the foundation of successful Chairmanship (INSEAD Leading from the Chair Research). While being directive, overly assertive, impersonal, displaying a fighting spirit, leading from the front etc are contra indicators of effective Chairman. 

Educating Nominations Committee members (39% of whom are Women) in how to formulate gender neutral job and person specifications is key, along with conducting a detailed skills audit of the Board with Diversity as a core dimension. This is best practice, but not universally applied. The new Combined Code effective January 2019 will drive this in part, with its focus on diversity and a cap on total time served on a Board. 

Typically, Headhunters are complicit in stating that Female Chairs are difficult to find, they used to state this before targets came in for Women on Boards too. The statistics show this is not true, with a growing pool of able women in the public, private and not for profit sectors, fulfilling both Chairman and Chair of Committee roles. This needs a step-change in imagination to solve this limiting belief. 

Also a shift needs to be made in the Recruitment-Development processes, moving from a stereotypical view of the Chairman role profile, towards a more creative resourcing, on-boarding and mentoring support process developing more appropriate role models. 

While women are typically well versed in the need for self-directed development and learning, there does need to be a more active sponsorship and development of women at the Board level to engage with development for the Chairmanship role. This needs to go beyond the typical Big Four Information sessions on e.g. Audit/Risk/Cyber/Governance, into a more creative development framework of Board level development. This will require women to step beyond the Board for their development, as many Boards have insufficient Board time allocated to developing both their knowledge spectrum and the dynamics within the Boardroom. 

By definition being on a Board epitomizes flexible working, which suits the multi-tasking skills women develop early in their lives and careers and plays into a more self-directed focus on development aided by Technology e.g. Board Portals, WebEx, Virtual Boardrooms etc. 

INSEAD provide excellent Development Programmes via the INSEAD Corporate Governance Centre enabling Directors to certify as Corporate Directors and attend ongoing CPD webinars, seminars etc provided by the IDN (Directors Network). Other programmes include Leading from the Chair, Strategy in the Age of Digital Disruption, Gender Diversity etc etc. www.insead.edu 

CONCLUSIONS 

With the women I coach they often express initial surprise when I challenge them to aim for the role of Chairman. Helping them map out how to get there, in both experience and development terms a key aspect of unlocking this potential. 

We need to aim beyond the 20% by 2027, with a target of 30-35% by 2025 and 50% by 2027. In discussions with influencers and colleagues focused on the diversity of Boards, they and I share a disappointment at the pace of change towards Female Chairman. Consequently, it is time to drive practical and direct action to accelerate the acquisition of more female Chairman, right across the FTSE environment. 

The data of the available pool indicates with appropriate focus this is achievable. Exemplars do exist such as DIAGEO, Burberry, GSK etc. with a growing number of Women as Chairman of Board Committees. In addition, we have the FTSE 250 as a fertile resource pool and development ground for Women’s Chairmanship skills. Let’s also not forget the Public Sector, which notwithstanding some bias against moving women from the Public Sector across to the FTSE, provides a creative pool of resources. Finally, the expanding pool of women coming through the Executive Pipeline will also add to the availability of diverse resource going forward. 

The new Combined Code with its 9-year total cap on service on an individual Board (including time as NED and Chairman) will create more churn and frankly the Investment Community needs to start asking mediocre Chairman to step down. A cap on the age of Chairman might also be considered (similar to the judiciary). 

It is time to push through this current psychological log jam and actively discuss the facilitative and revolutionary-evolution to remove this limiting mental model and image stereotype of Chairman. There will need to be a concerted effort from Headhunters, Chairman, the media and the other wide range of interested groups to draw on available mentors and sponsors as well as to challenge thinking and make this happen. 

As with many of you, I am committed to increasing the number of Female Chairman and supporting Boards to make it part of their sustainability focus for their companies, as an exemplar of Board performance and a beacon for the diversity of their Executive pipelines 

This Blogpost has also been shared on March 2019 at www.abexcellence.com

Sustainability and ESG in the Board Room

This blog post is shared as part of a series of insights from INSEAD Directors Network (IDN), based on a webinar entitled ‘Sustainability and ESG impacts on Boards’ given on 18thof February 2019. The IDN Webinar series  focuses on on current international topics in board work and facilitates for IDN members to share learn and knowledge, as well as to get to know each other.
The webinars are facilitated by an IDN board member, and evidently exclude any explicit marketing of products or services.

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Sustainability and ESG in the Board Room:  Long-term value creation and the board’s fiduciary objective

Photo: Drew Beamer, Unsplash

 

This webinar entitled “Sustainability and ESG impacts on Boards” was facilitated by Liselotte Engstam (IDP-C, IDN board Member), and featured two speakers:

Sophie Beric

 

 

Sophie Beric (Idinvest Partners, Paris, France)

 

 

 

Pamela Ravasio

 

 

Dr. Pamela Ravasio (IDP-C, FICRS).

 

 

The webinar aimed at addressing the following key aspects:

  • Why is sustainability / ESG board room relevant?
  • How does ESG link to Sustainable Development Goals that everyone seems to talk about?
  • Personal engagement and Dashboards: How investors interact and ‘educate’ the companies they are invested in.
  • Sustainability & ESG: The risk vs the opportunity perspective.
  • Getting started as a board in sustainability: Where and how to get off the ground asap

 

Sophie Beric first introduced the participants to the investor’s point of view. In her presentation she elaborated on the inherent paradox between the longer-term perspective that investors such as pension funds – accounting for very significant proportions of invested capital – by definition should have, and their demand for regular financial performance resulting in quarterly publication pressure on the executive management.

Non-listed companies however are exempt from market pressure and therefore private equity investors and administrators are more aligned when in comes to longer-term stakes.

Sophie explained the differences between the 3 broad investor categories that exist:

  • Mainstream investors’: Actively manage their portfolio, buy low and sell high, and aim to have high exit price fast.
  • Engaged investors’: Accompany transformation of traditional companies into impactful ones.
  • Impact investors’: Channel funds towards impactful products/services

She then linked these to the developments seen both in the large cap sector, e.g. in the focus of Blackrock Larry Fink’s CEO letters since 2016, as well as the demand of institutional investors that require long-term risk scenarios or trajectorial progress on SDG indicators.

Lastly, she outlined how her own company, Idinvest Partners, accompanies its portfolio companies in their transformation journeys, in particular through Sustainability & Impact KPI dashboards which play back to each investee how their performance looks like along ESG categories, and the SDG trajectory, and which is used to engage with a senior executive and boards to discuss the company’s strategy and its impact (positive or negative) on long-term value creation.

Subsequently, Dr. Pamela Ravasio went on to discuss company strategic rationales for a board engagement in sustainability/ESG as well as ‘get go’ approaches.

In doing so she outlined the link of sustainability/ESG to a board’s fiduciary duty of long-term value creation (and not just value preservation), and why expanding the horizon to consider arising opportunities – not just risks – that are to be expected in the fundamental changes in our economic systems, have been by and large ignored to this moment.

Pamela further outlined a set of questions for the board to ask in order to start the discussion internally in the board but also with their executives (see picture 1, underneath):

Questions for the Boardroom, by Pamela Ravasio

 

She also outlined what role existing board committees could play immediately and without needing to wait for experts to be acquired (on the board, or at executive level) (picture 2).

Board Opportunities to use existing structures, by Pamela Ravasio

 

The webinar was wrapped up with the insight that the term ‘sustainability’ indeed has nothing to do with ‘saving the planet’ and ‘the green agenda’ as many senior executives and mainstream investors believe. Terms that suggest that merely ‘unnecessary’ cost are created.

Much rather, the term refers to the economic reality that in order to be ‘financially sustainable’ – very much like an accountant would understand the term – the long-term value creation strategy must be firmly built-into a company.

This will be one of the – possibly THE – decisive factor, if indeed a business desires to exists at all in only a few very short decades from now.

Resources:

 

Upcoming Event:

The subject is of evident high interest and relevant to many companies, boards and society. It is for this reason that the following INSEAD 2-day conference has been scheduled:

  • Title: Towards Sustainability: A New Curriculum for Boards
  • Time and Date: April 8 and 9
  • See the Programme
  • Location: INSEAD Fontainebleau Campus, France
  • Organisers:
    • INSEAD Corporate Governance Centre (ICGC),
    • The Hoffmann Global Institute for Business and Society (HGIBS)
    • World Business Council for Sustainable Development (WBCSD)
  • For more information and registration, please visit the event website

 

 

 

28 New International Board Appointments of IDN Members

IDN Members Board & Corporate Governance Positions Announcement 1Q – 2019 

INSEADs Director Network, IDNis 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 28 new board positions in 15 countries, summing up to 154 position announcements since 2017.

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

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 IDN Network holds more than thousand board qualified members, of which 1021 has graduated from the IDP program and 677 has become certified IDP-C / IDBP-C.

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.

IDN Members New Board & Corporate Governance Positions

IDN members – Certified IDP-C Board Directors 

Doris Albisser – January 2018 – Board Member at Psychiatric University Hospital Zurich (Public Agency, Switzerland)

Beatriz Araujo – January 2018 – Chairman of the Board of Trustee on The Hispanic Luso & Brazilian Council (Private, HQ United Kingdom)

Aime Achard – July 2018- Member of the board at ECA (Etablissement Cantonal d’Assurance) (Public, HQ Switzerland)

Carsten Bennike – December 2018- Board Director at Bygma A/S and Bygma Group A/S (Private, HQ Denmark)

Stefan Buser – January 2019 – Chairman of the Board at Tineo AG (Private, HQ Switzerland)

Advait Chaturvedi – January 2019 – Board member at Nandvan Mega Food Park (Private, HQ India)

Katia Ciesielska – December 2018 – Independent Director at COFIBOL (Private, HQ Luxembourg)

Boris Gorella – August 2018 – Advisory Board Member at Hidden Champions Institute, ESMT (Private, Germany)

Richard Grotendorst – June 2018 – Supervisory Board Member (‘Aufsichtsratmitglied’) at Amer Sports Holding GmbH (Public, HQ Austria)

Fernand Grulms – July 2018 – Supervisory Board Director at Banque Havilland S.A. (Private, HQ Luxembourg)

Kim Haasbroek – January 2019 – Supervisory Board Director at SAREF Residential Fund & SAREF Retial Fund (Private, HQ)

Cleopatra Kitti – December 2019 – Non-Executive Board Director at Eurobank Cyprus (Private Subsidury, HQ Cyprus/Greece) and Chairman of ESG Committee at Louis PLC (Public, HQ Cyprus)

Eric Magrini – December 2018 Non Executive Board Member C+F Confectionery and Foods SA (Private, HQ Netherlands/Italy)

Philippe Moschetta– January 2019 – Economic Advisor Board Member at French Arabian Business School (FABS) (Private, HQ Bahrain)

Helen Pitcher OBE – February 2019 – Non-Executive Director & Chair Remuneration Committee at C&C Group plc (Public, HQ United Kingdom)

Christiane Schloderer – December 2018 – Trustee Board Member at German International School Abu Dhabi (Not for Profit, HQ United Arab Emirates)
 
Elton Simoes – December 2018 – Vice Chair and President-Elect at The Alternative Dispute Resolution Institute, ADRIC (Professional Body, Canada)

Emiliano Tonelli – 2018 – Board Director at Gruppo Fabbri Vignola (private, HQ Italy)

George Antony Vadakkekara – August 2018 –  Board Director at Belstar Investment & Finance Limited – (Private, HQ India)

IDN Members – Board Directors 

Andrew Crane – April – October 2018 – Non-Executive Director RAC WA (Mutual, HQ Australia), Viridis Ag, Lawson Grains and SunRIce (All Private, HQ Australia) and Chancellor at Curtain University (Government, HQ Australia)

Ram Mohan – January 2019 – Board Member at Global Commission on the Stability of Cyberspace (GCSC), (Agency, HQ Netherlands)

Previous board position announcements by shared by IDN;
November 2018  July 2018  April 2018  January 2018   October 2017

On behalf of the INSEAD Directors’ Network Board,

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

For more information about: 
INSEAD 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 idp.network@insead.edu or 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 Mary Francia via mary.francia@insead.edu

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

 

Accelerate Board Effectiveness

This blogpost is shared as part of a series of insights from INSEAD Directors Network, based on roundtable discussions held during INSEAD Directors Forum October 2018. The Directors Forum Round Table Discussions were held with IDN members led by IDN board members or IDN Ambassadors. Other Blogposts in Series shared last. 

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Accelerate Board Effectiveness through composition, committee structure, processes, tools and assessments

(photo: Pixabay)

This round table discussion “Accelerate Board Effectiveness through composition, committee structure, processes, tools and assessments” was led by Thomas Seale, IDP-C, IDN board Member.

At the INSEAD Directors Forum in October in Fontainebleau, I had the pleasure to moderate a group on the above topic. We focused our discussion around shared experiences of best (or worst) board practices.

We first discussed the paper from the Harvard Business School, entitled:Director Perceptions of their Boards’ Effectiveness, Size and Composition, Dynamics, and Internal Governance”, which had also been recommended as pre-reading.

The paper interviewed over 2300 directors of global companies. Through our group discussion we felt that:

– most board members gave themselves a high rating (self congratulatory)

– two of the most important jobs for a Board (evaluating a CEO and success planning) were not well performed by boards

– it appears that the ‘buddy system’ was mainly used to fill vacant board positions

– overall: board effectiveness was rather low and boards are reactive

We then each presented what we had experienced as a ‘best’ or ‘worst’ practice in terms of board effectiveness.

Our principle findings were:

  1. It is important for board members to challenge the norm
    In most boards, members want to get along. However, this may not be conducive to dealing with the right issues.
  1. The Chairman is a crucial role.
    A lot of board effectiveness depends on the role of the Chairman
  1. Process is important
    Members had experiences with CEO Succession and “Fair process”. These are powerful tools, but not always easy to implement.
  1. Board Composition is key
    Boards should not be made up of just ‘friends.’ Cannot have too much complicity nor too much conflict—a balance is needed. Independents play a critical role.
  1. Regulated industries face particular challenges
    So much of the board agenda is ‘ticking the box’ that real issues may be overlooked or under discussed.
  1. Present Options
    Boards should ask Management to present options. Don’t come with just one solution.

Our group enjoyed the session and we all realized the hard work involved in making boards effective. It was also impressive to see how we learned from each other’s vast and varied board experience.

Thomas Seale, Moderator, IDP-C; IDN Board Member

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Other blogpost in this series: 

Governance in a Disruptive World by IDN Board Member Liselotte Engstam

From Board oversight of Strategy, to creating a Sustainable Business, by Helen Pitcher OBE, IDP-C, Vice President IDN

Anticipate and manage for geopolitical trade, corporate governance codes and regulatory changes by Cleopatra Kitty, IDN Cyprus Ambassador 

The impact of technology on​ Strategy & Business Models by Mary Francia, IDN Board Member

Align Risk Management with Strategy and Operating Performance, Reward and Remuneration by Susana Gomez- Smith, IDN Portugal Ambassador

Accelerate Board Effectiveness by IDN Board Member Thomas Seale

 

More insight from INSEAD Directors Network, will be shared based on INSEAD Directors Forum 2018, Round Table Discussions – Look out for more upcoming blogposts!

Align Risk Management with Strategy and Operating Performance, Reward and Remuneration

This blogpost is shared as part of a series of insights from INSEAD Directors Network, based on roundtable discussions held during INSEAD Directors Forum October 2018. The Directors Forum Round Table Discussions were held with IDN members led by IDN board members or IDN Ambassadors. Other Blogpost in Series shared last. 

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(Photo: Pixabay) 

The round table discussion “Align Risk Management with Strategy and Operating Performance, but also Reward and Remuneration” was led by Susana Gomez-Smith, NED and IDN Ambassador for Portugal with the introduction

As the ultimate steward of value and overseer of risk, the board must grasp the relationship between strategy and risk and assist management, in gaining that understanding but also in putting it to practical use. The Board must also ensure that remuneration policies/practices are consistent with and promote sound and effective risk management and in line with the business strategy.

  • Why should the Board consider and discuss strategy and risk appetite in tandem? How to do it in practice?
  • What can the board do to drive greater awareness of the risks to the strategy throughout the organization?
  • “Remuneration forms part of the culture and governance priority as set out in our Business Plan. As a key driver of behavior, remuneration of senior and risk taking staff is an important area of focus for the FCA to ensure that risk and reward are aligned in firms that we regulate through our Remuneration Codes (the Codes). Whilst our remuneration rules only apply to specific groups of firms, remuneration is a key driver of behavior for all firms and individuals. Implementing appropriate remuneration policies and practices helps to ensure appropriate outcomes and reduces the likelihood of harm from occurring “
    Financial Conduct Authority, Remuneration Codes

    How can Boards satisfy themselves that firms remuneration practices lead to appropriate outcomes and risk and reward are aligned?

Pre-readings:
Strategic Risk Management: A Primer for Directors, Harvard Law School Forum on Corporate Governance and Financial Regulation
The UK Corporate Code, Financial Reporting Council (from page 16)

Roundtable discussion

The strategy and risk areas has historically kept as quite separate topic, as the risk focus has tended to be quite operational in focus. As the strategic risk has been in steep increase for many companies the boards needs to find more appropriate ways to work with the topics in tandem.  Some key insights from the board members were noted as;

  • The strategy of the firm is and has to be the starting point of all the considerations
  • The Strategy should comprise the areas of the core business and potential new business areas
  • The risk appetite for both areas has to be set and will be overseen by the Board (in a regular exercise)
  • The risk culture is set at the top of the company!
  • The second line of defence (Risk Management, Compliance) as well as the third line of defence are supporting the first line (operations) – clear definitions needed
  • Especially the Risk Management and Compliance functions must be filled with experienced and independent staff
  • With regard to risk measurement and risk identification, the right KPIs (which are rather backward looking) and KRIs have to be defined (better start with few but the most telling ones). Monitor not only your risks but also how the probability, impact of such risk is evolving.
  • The Risk Management process is not static, it is a constant effort. Risk managers should be incentivized to identify emerging risks. Some companies on the side of the regular Risk Committees perform regular exercises to reflect on emerging risks. It is advisable to include in such exercises different areas of the company and not only a closed inward exercise of the risk department.
  • At Board level, a trade-off between investments in new business areas and investments to mitigate/eliminate existing risks has to be found
  • The remuneration should be linked to
  1. Implementation of the strategy (s-t, m-t, l-t) and hence parts of the variable compensation be deferred
  2. Accomplishments in the core business areas as well as in developing new business areas
  3. Risk taking and risk management
  4. Implementation and living the risk culture in the firm
  • The Remuneration Committee should be given the power to override formulaic outcomes of bonus schemes
  • Remember: The Management is responsible for Risk Management, the Board is responsible for Risk Oversight.

Conclusion: Strategy and risk needs a framework to be jointly considered as the strategic risk is increasing for many companies, and it needs to be fully aligned also with new and balanced remuneration schemes.

Recommended additional reading;

Enterprise risk Management – Integrating with Strategy and Performance, (COSO)

Using a Risk Appetite Framework to Align Strategy and Risk, (Moody’s)

Letters to Remuneration Committee Chairs (FCA UK)

 

By Susana Gomez- Smith,

Certified Independent Director IDP-C and IDN Ambassador Portugal

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Other blogpost in this series: 

Governance in a Disruptive World by IDN Board Member Liselotte Engstam

From Board oversight of Strategy, to creating a Sustainable Business, by Helen Pitcher OBE, IDP-C, Vice President IDN

Anticipate and manage for geopolitical trade, corporate governance codes and regulatory changes by Cleopatra Kitty, IDN Cyprus Ambassador 

The impact of technology on​ Strategy & Business Models by Mary Francia, IDN Board Member

Align Risk Management with Strategy and Operating Performance, Reward and Remuneration by Susana Gomez- Smith, IDN Portugal Ambassador

Accelerate Board Effectiveness by IDN Board Member Thomas Seale

 

More insight from INSEAD Directors Network, will be shared based on INSEAD Directors Forum 2018, Round Table Discussions – Look out for more upcoming blogposts!

Ski weekend with IDN Network

Welcome to a a unique ski weekend in Chamonix, France, on March 9/10

The event will include
  • Skiing and networking in ski capability adjusted groups, with mountain guide if needed. Famous Vallée Blanche outing if weather permits. Climbers welcome.
  • Joint meeting and networking with IDN members- board directors and corporate governance experts
  • Presentation on Mountaineering,
  • After ski discussions; “From mountain disciplin to boardroom”
  • Joint evening dinners with full group

Some inspiration from the Black Crow Team in Chamonix.

IDN participants currently joining from France, UK and Switzerland.

If you are interested in joining, pls contact IDN Member Francoise Call, IDP-C, IDP19

 francoisecall (at) yahoo.co.uk

The impact of technology on​ Strategy & Business Models

This blogpost is shared as part of a series of insights from INSEAD Directors Network, based on roundtable discussions held during INSEAD Directors Forum October 2018. The Directors Forum Round Table Discussions were held with IDN members led by IDN board members or IDN Ambassadors. Other blog posts shared. 

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(Photo: Pixabay)

How to breathe with the marketplace to stay stable or grow, how to stay consistent and be able to incorporate a change that enables the company to stay healthy.

I was happy to lead a discussion for INSEAD International Directors Forum 2018 in Fontainebleau: “Understanding and managing how technology impacts strategy and business models”    Does it require a closer board oversight?

For the past 20 years, companies have spent a good % of budgets and CAPEX in the process of  1) “Digitization,” converting data to digital and implementing the ability to manage data.  Also, 2) Launching and applying business models that exploit digitization, setting up digital platforms to capture consumer data, technology platforms to reach consumers and aligning offerings to that of consumers need.

As we reach now  Digital Transformation, the restructuring of economies and institutions along with society – the need to understand its impact to our industry’s business model, to our companies structures, their strategies are ever so crucial not only for executives but for its boards.   As board members, our direction on  “How to breathe with the marketplace to stay stable or grow, how to stay consistent and be able to incorporate a change that enables the company to stay healthy.”

With representation of Investment Banking, Commercial Banking, Energy, HR Services, Transportation, Mining, and some family boards,  We reflected and discussed as a team on what are the concerns of our boards today and what areas are critical to understand  what it means—impact wise – disruption wise—to harness that power of digitalization and help our companies navigate and extend or renew their relevancy in the market.

Some concerns raised included AI in consumer data and technology platforms – optimizing consumer knowledge in real time to product portfolio, and consumer offerings and how or companies are dealing with Operational Risk (Physical and Cyberinfrastructure interdependencies not only of owned sites but with clients and partners), Labor and Regulations (where complex task automation in manufacturing, transportation and logistics impact our workforce.) Lastly, Innovation (Promoting and protecting the creation of new products and offerings.

We concluded that for our boards today to be effective and efficient,  we need to

  • Review Strategy more – build a committee if not existent.
    Communicate more with stakeholders, internal and external.
  • Expand perspectives on the impact of technology on our industries and regulators.
  • Listen to a more significant sample in our companies employees to N-2
    Encourage a culture of change and innovation – call for  “Failure Presentations.”
  • Bring diversity to the board – expand the perspective to match the markets served.
  • Expand the need to understand the impact of technology not only of our companies but of our companies clients, our companies partners.

Remember that to what we transform to – might not exist yet:  Our boards need to be diverse to help us navigate with the impact of technology on strategy and business models.  The actions we can help develop today should bring humanity to the business of the future.

_4820454214  Mary Francia is a Management Consultant in Strategy, Technology & Operational Risk.  She is a Certified Director from INSEAD International Directors Programme and Board Member of its IDN Alumni Club.

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Other blogpost in this series: 

Governance in a Disruptive World by IDN Board Member Liselotte Engstam

From Board oversight of Strategy, to creating a Sustainable Business, by Helen Pitcher OBE, IDP-C, Vice President IDN

Anticipate and manage for geopolitical trade, corporate governance codes and regulatory changes by Cleopatra Kitty, IDN Cyprus Ambassador 

The impact of technology on​ Strategy & Business Models by Mary Francia, IDN Board Member

Align Risk Management with Strategy and Operating Performance, Reward and Remuneration by Susana Gomez- Smith, IDN Portugal Ambassador

Accelerate Board Effectiveness by IDN Board Member Thomas Seale

 

More insight from INSEAD Directors Network, will be shared based on INSEAD Directors Forum 2018, Round Table Discussions – Look out for more upcoming blogposts!

Anticipate and manage for geopolitical, trade, corporate governance codes and regulators changes

This blogpost is shared as part of a series of insights from INSEAD Directors Network, based on roundtable discussions held during INSEAD Directors Forum October 2018. The Directors Forum Round Table Discussions were held with IDN members led by IDN board members or IDN Ambassadors. Other blog posts shared last. 

__________________________

The roundtable discussion was led by Cleopatra Kitti, IDN Ambassador Cyprus, with the introduction

Anticipate & manage for geopolitical, trade, corporate governance codes & regulators changes

  • Anticipate: Define, Measurement, Audit
  • Proactive VS Reactive: crisis management, resonse mechanism, measurement and evaluation
  • What does this mean for the Board? (perspective, information, connecting the dots, risk measurement, scenario planning, regular review)

* Pre-Reading:

Measuring Geopolitical Risk, Dario Caldaraa and Matteo Iacoviello
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As disruption is the key word for business society and of the wider operating environment for boards, there is much discussion on how to anticipate and navigate through such a complex environment. Especially when decisions need to be taken within short, medium, and longer term horizons.

The context: The benchmarks and guide books of performance shift goalposts:  In capital markets there is much debate on assessing performance and return on investment not in quarterly results but over a longer horizon; governance codes differ region by region or country by country; whilst disruption by politics, trade wars and social movements add an additional layer of complexity for performance.

This complexity calls for strong business ethics, culture and values at the top, at board level.

Our pre-reading looked at how different global institutions and boards identify, measure and respond to risk and opportunity. How markets, politics and society interact and intercept progress. How Information flow for proactive and reactive decision making tools are important elements to board work and decision making.

The discussion: after setting the context and key parameters for our discussion, we centered on two case studies brought forward by fellow IDN directors:

  • One case study dealt with governance and decision making at board level of a sovereign wealth fund, required to decide on a cross border investment decision that had political significance with less significant investment value. This is a real time case study;
  • the other case study looked at a national, publicly listed telecommunications company where the board decision on international expansion led the company down the path of missed opportunity and eventual loss of market share.

We identified these important parameters:

  • Geopolitics is seen as a “long term” impact and usually falls outside the core competence of most directors
  • Proactive and reactive measurement tools, scorecards, or benchmarks of success are required tools for level playing field decision making
  • The unclear landscape of differing governance codes and regulations across jurisdictions creates unclear paths to decision making
  • The board must understand the “timing” element of its decision making
  • The composition of the board must reflect the differing dimensions today’s complex business environment.

 

Conclusion:  Boards are operating in an increasingly complex environment of politics, markets, trade wars and social movements, which calls for in increased focus from directors setting the agenda and decisions based on ethics and values driven by the top of the organization’s leadership.

Image: courtesy of www.ceopatrakitti.com

By Cleopatra Kitti

Certified Independent Director IDP-C, NED and IDN Ambassador Cyprus

www.cleopatrakitti.com

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Other blogpost in this series: 

Governance in a Disruptive World by IDN Board Member Liselotte Engstam

From Board oversight of Strategy, to creating a Sustainable Business, by Helen Pitcher OBE, IDP-C, Vice President IDN

Anticipate and manage for geopolitical trade, corporate governance codes and regulatory changes by Cleopatra Kitty, IDN Cyprus Ambassador 

The impact of technology on​ Strategy & Business Models by Mary Francia, IDN Board Member

Align Risk Management with Strategy and Operating Performance, Reward and Remuneration by Susana Gomez- Smith, IDN Portugal Ambassador

Accelerate Board Effectiveness by IDN Board Member Thomas Seale

 

More insight from INSEAD Directors Network, will be shared based on INSEAD Directors Forum 2018, Round Table Discussions – Look out for more upcoming blogposts!