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. 

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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!

 

31 New International Board appointments of INSEAD Directors’ Network members

31 additional International Board appointments of INSEAD Directors’ Network members, totalling 126 with previously announced

Members Board & Corporate Governance Positions Announcement 3Q – 2018 

INSEADs Director Network, IDN,  proudly share the recent appointments of board and corporate governance positions of our members, underlining the recognition of our members and the strength of our IDN network.

IDN members were appointed to 31 new board positions in 15 countries, summing up to 126 position announcements since 2017.

IDN is a network of International Board Directors, where full membership is automatic for Certified Directors (IDP-C) from INSEADs International Directors Program (IDP) and is open to all INSEAD Alumni with appropriate directorship experience. The aim of the IDN network is to facilitate contacts, share insights and experiences on international board topics and promote excellence in corporate governance. 

To date, IDP has been completed by972 participants, with639 certified IDP-C/ IDBP-C directors.

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

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

IDN members – Certified IDP-C Board Directors

Livia Amidani Aliberti . October 2018 – Board Member at Credito Valtellinese Bank (Public, HQ Italy) 

Clea Bauch – March & April 2018 – Board Director at Plastocor-International SAand Member of the Board of Trustees at Ökozentrum (Centre for Appropriate Technology and Ecology)(both Private – HQ Switzerland)

William Blomme – October 2018 – Chairman and NED at SMEG Belgium S.A. (Private, HQ Belgium/Italy)

Margaret Clandillon – May & July 2018 – Director at Supervisory Board of Chorus Aviation Inc. (Public, HQ Canada) and of K2 Aircraft Leasing Limited (Private, HQ Ireland)  

Liselotte Engstam – September 2018 – Chairman at Financial Compliance Group, FCG Holding (Private, HQ Sweden)

Philippe Moschetta – July 2018 – Advisory Board Member, Vietnam Institute of Directors (Private, HQ Vietnam)

Denise NORTH – August 2018 –(Inaugural) Chair of Finance, Audit & Risk Committee at Australian Society of Orthodontists & ASO Research & Education Foundation(Public Non-Profit, HQ Australia)

Luigi Passamonti – April 2018 – Vice Chairman of the Supervisory Board at Ground Truth Solutions (private, HQ Austria)

Helen Pitcher OBE – November 2018 – Chairman of the Criminal Cases Review Commission (Government, UK)  

Jeff Scott – August 2018 – Chairman at NatWest Trustee & Depositary Services, part of the RBS Banking group (Public, HQ UK)

Thomas Seale – January – October 2018 – member of Supervisory Body of Oddo BHF Asset Management SAS (Private, HQ France) and Board Member at Alpha Intelligence Capital GP, Oddo BHF SICAV, BL SICAV, BL Fund Selection SICAV (All Private, HQ Luxembourg)

Mark Shuttleworth – October 2018 – Independent Non-Executive Director at Countrywide plc (Private, HQ UK)

Luc Sterckx _ April – October 2018 – Supervisory Board President at June Energy NV, Arcadiz NV and Turbulent NV (all Private, HQ Belgium)

Henri Thijssen – October 2018 – Board Director at IRIS Group – (Private, HQ Belgium)

Jakob Thomasen – May 2017- September 2018 – Board Director at Lundin Petroleum AB (Public listed in Sweden, HQ Switzerland), Chairman at Falck Safety Services and at ESVAGT AS  (Both Private, HQ Denmark)

Jose R. Villalon – May 2018 – Supervisory Board Director at Aquaculture Stewardship Council, ASC (Foundation, HQ in Netherlands & UK)  

Kimberly Wiehl – November 2018 – NON-Executive Advisor at UK Export Finance (Government Agency, UK)

IDN Members – Board Directors

Thomas Burkhalter – August 2018 – INED at A-Champs Ltd. Hong Kong (Private, HQ Hong Kong)

Suzanne Jones – May 2018 – Chair of Landcom (State Owned Corporation, HQ Australia)   

Pascal Ravery – October 2018 – Board Director at Louis Dreyfus Holding B.V. (LDH) – (Private, HQ Netherlands)

Previous board positions announcement by IDN:
October 2017 // January 2018 // April 2018 // July 2018

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

 

On behalf of the INSEAD Directors’ Network Board,

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

 

 

From Board Oversight of Strategy, to creating a sustainable Business

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

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Overseeing culture, talent pipelines, diversity and succession in a time of innovation & transformation.

by Helen Pitcher OBE, President IDN, Chairman in the Public, Private and Charity Sectors

(Illustration: Helen Pitcher) 

  • Remember the time before electricity, maybe not!
  • Remember the time before computers, some may?
  • Remember the time before mobile phones, a few more maybe?
  • Remember the time before Facebook, Snapchat et al, you may be showing your generational age!

The are many and numerous quotes in the business world about the need to adapt and change.  From the elegant Peter Drucker’s “The greatest danger in times of turbulence is not the turbulence—it is to act with yesterday’s logic.”, to the more acerbic W. Edwards Deming, father of the Total Quality revolution, “It is not necessary to change. Survival is not mandatory.”

They show us that change, and transformation has been and remains an inevitable part of business life and that Boards and companies are presented with constant threats and opportunities to prosper and grow.

We are, however, in a time where the role of the Board is becoming increasingly directional and formative, acting to shape the long-term sustainability of the companies and businesses in their charge.

While there is a significant level of catching-up to do for many Boards, we can start to identify the Best Practice leaders.  They have caught onto the fact the current CEO and Leadership team has a shorter limited ‘shelf-life’.  These Boards are focusing on the 10-year life-cycle of the business, with an average tenure of 5 years for the CEO.  They are seeking to create agile and flexible leaderships teams, who can respond and lead change in response to the increased speed and dynamics of the emerging and disruptive ‘digital world’.  In another succinct quote for the business world, “Change before you have to.” —Jack Welch.

One of the key leverage points for this 10-year cycle is to have great antenna out into the external environment to inform a progressive strategy in the short to medium term.  Increasingly, however, both through necessity; investor, regulatory and societal pressure, Board’s are stepping into ‘quality assurance’ of the culture, talent pipeline, diversity and succession of the business.  They are seeking to create a balanced leadership team to meet the diverse challenges of the ‘maelstrom’ of; deep innovation, rapid transformations and dynamic global business environments, with the added bonus of the demands and expectations from an actively engaged millennium generation.

This oversight of culture, talent, pipeline diversity and succession, as seen through the withering lens of innovation and transformation, should stimulate and leverage a Board’s wisdom and insight, providing a truly critical thinking challenge.

Boards need to focus on seeing more clearly into the structured elements of Talent Pipeline, Diversity and Executive Succession of the Business, with a sense of getting from a known place to a future space.

This is not an easy, ‘position paper’ to the Board, as we wrap these elements of talent, diversity and succession in the cloak of culture.  The picture starts to blur; from an unclear current culture? to what the future cultural landscape needs to look like.

As we pierce this organisational environment with the arrows of innovation and transformation, the role of the Board becomes a much more crucial strategic partnership with the executive team, seeking to create an agile business, where the strategic antenna are fully engaged.

The inevitable questions for a Board will be, how do they understand and assure this Cultural landscape which is so all pervading and elusive? not I suggest a ‘auditing’ question, but one which should fully engage the AI data potential, scanning the business for the ‘reality’ of the situation.  Or are Boards sleep walking into a minefield of value destruction as the ubiquitous social media environment, means reputational risks to the business can spin out of control rapidly.

Do Boards really understand their own systems and culture of innovation and recognise these as strategic drivers of the Business.  How open is the Business to new ideas and radical innovation, or is it creating ‘roadblocks’ to success?  In discussion about one organisation where ‘thinking outside the box’ was valued, a more sceptical participant suggested this was only valued if you stayed within your organisational box.

In the transformation game, this is where a diverse and experienced group of NEDs can come into their own, they can recognise the signposts of change and the challenges of radical transformation.  They should have the wisdom and experience to recognise the pitfalls and elephant traps ahead.  They should be able to temper the inevitable over-optimism of the CEO and Executive Team, while maintaining an enthusiastic engagement.  This requires an open, honest and trusting relationship to manage the journey ahead.

It is important that Boards should be stepping up to assure the rigour and strategic nature of the resourcing and succession process, to get what they want for the future.  This will impact the CEO who traditionally see this as their territory.  It will also require the HR Director to be able to both think strategically and balance the demands of the CEO and the Board to create an optimal solution.  Again, this will require the reporting of the ‘reality’ of the situation in hard data terms as opposed to platitudes of engagement and enthusiastic sound bites. The recent Gender Pay Gap disclosures in the UK and spluttering of excuses and explanation, somewhat dented the ‘we value all our employees and subscribe to equal pay’ pronouncements. The ‘reality’ did indeed shock many Boards, which shows how easy it is to be out of touch.

This strategic stepping up to meet the challenges of the future is not easy, it requires a Board to do things it does not really have to do? they can always be done later!  It is often ‘easier’ to make radical calls when your ‘back is to the wall’ and everything is crumbling around you.  Being pro-active in this space requires a Board to have a positive and forward-looking dialogue with its shareholders and other stakeholders to be able to carry them forward, not an easy task, but one of their responsibilities.  As custodians of the business risks, it is equally about taking measured risks, as otherwise the business could die and value be destroyed! It is about having a long-term view with the confidence to manage the changes and risks and create a business ‘enabled’ for the future.

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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 Discussionswere held with IDN members led by IDN board members or IDN Ambassadors.

This roundtable discussion Overseeing culture, talent pipelines, diversity and succession in a time of innovation & transformation, was led by Helen Pitcher OBE, President IDN Chairman in the Private, Public and Charity Sectors, with the introduction

The oversight of culture, talent, pipeline & succession, as seen through the withering lens of innovation and transformation, should stimulate and leverage a Board’s wisdom and insight, providing a truly critical thinking challenge.
We can see more clearly into the structured elements of talent management, pipeline diversity and executive succession, with a sense of getting from a known place to a future space.
As we wrap these three elements in a cloak of culture, the picture starts to blur; from an unclear current culture? to what future cultural landscape?
As we pierce these four constructs with the arrows of innovation and transformation, the role of the Board becomes a much more strategic partnership with the executive team, seeking to create an agile business on a journey where the strategic antenna are fully engaged.

* Pre-Reading:

What do boards need to know about corporate Culture? By Spencer Stuart

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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!

 

Governance in a Disrupted World

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

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What changing forces are shaping today’s governance?

Disruption is shaping the global business climate, why the role of the board is becoming increasingly challenging, yet important

 

(Photo: Pixabay) 

At INSEAD Directors Network, IDN, we are gathering for a two day thought-leadership event, INSEAD Directors Forum,  IDF 2018, under the theme “Governance in a Disrupted World” to adress the trends, challenges, opportunities and share experiences amongst board members, directors, academic experts and top executives. 

We will scan the current landscape in corporate governance, discuss and exchange insights on the crucial role corporate governance plays, and how to be an effective board member and chair in such an environment. 
 
Our event follows closely after INSEADs newly announced strategic shift, with the focus of “Business As a Force for Good.  INSEAD is committed to develop the next generation of global leaders who will change the world, that also includes the next generation of international board directors. 
 
We can learn from what INSEAD already has shared as Seven ways businesses can be a force for good;
  • Leaders need to walk the talk
  • Help raise public awareness on sustainability through partnerships
  • Pick a UN sustainability goal and imbed it in the business strategy
  • Dream Big: Circular Economy
  • Tap into employees’ core competencies and build a successful social impact program
  • Look into the needs of the world and unlock new growth opportunities
  • Every little effort counts
 
At our INSEAD Directors Forum we will meet Members of IDN, our certified international board directors (IDP-C) , our regional IDN ambassador  and our IDN Board .
 
We will kick off the IDF 2018 with round table exchanges on the exciting and current topics of 
  • technology impact on strategy and business models
  • cyber resilience governance
  • culture governance
  • risk and strategy alignment
  • short & long term focus on innovation and capital allocation
  • manage geopolitical and regulatory changes
  • balance disruption and long term value creation
  • accelerate board effectiveness

From these topics we will format insights for our board work and future development.

We will the together with INSEAD Corporate Governance Center, ICGC and INSEAD Academia explore topics as the Trends in the current Corporate Governance Landscape, how we can handle Disruption at board and executive level. We will deep dive into how we need to frame Emerging Risks on the Board Agendas, including Business Risks, Environmental, Social, Governance Risks, Cyber and Technology and Reputation Risks. We will dive further into Shareholder Activism, Emerging trends of effective Chairs, Challenges in Chair Diversity.

We will debate, exchange and share experiences and form new relationships that we can use as supporting network and draw on as we continue to drive for IDNs mission Corporate Governance Excellence.  
 

Prepare for the journey onwards

There are several sources we can use to prepare, as responsible and insightfulI International Board Directors and here are some of them; 
 

Governance Talks by ICGC (Videos);

with Ludo Van der Heyden, INSEAD Chaired Professor in Corporate Governance

Board Performance: An All to Human Challenge
with Professor Jaap Winter, INSEAD

Articles and reports;

Global trends 2017-22. AtKearney 2017
A time for boards to act. McKinsey Mar 2018

 

We look forward to continue the discussion!

Interested in partnering with IDN? –
Interested in becoming a member of IDN? –

This post was shared also on Liselotte Engstams own blog.

 

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Liselotte Engstam is a a Certified Director IDP-C from INSEAD International Directors Programme and Board Member of INSEAD Directors Network, IDN. Ms Engstam is Chair & Non Executive Board Director at listed & private companies,  advisor to European Commission on digitalisation of Corporate Governance & coaches leaders and startups. 

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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!

Onboarding or Inboarding?

As directors seek for ways to become more relevant in their boards and their work becomes so much more publicly scrutinized than before, I was reflecting on the subject of Onboarding & Inboarding and about some of the stories exchanged with peers on board dysfunction (not ours of course!) and how directors can help boards become more efficient and effective.

One of the key areas is Onboarding, how do you set up a new director? What are some of the successful onboarding practices of a company, of an industry, of an effective board?

There is always a process, good or bad, often lead by the new chairman and the new director’s eagerness to help with his or her integration.

So what are the key points for onboarding a new director?

Listing the top 3:

Culture – The culture of the board is a key part of the selection process and social and formal events with the board and the executives will facilitate getting to know it. Interviews and questions, however, will help understand deeper the culture when managing and dealing with cases of compliance and ethics for example. Mentoring can help tremendously for culture and some boards are implementing it formally.

Company & Industry – While some boards seek industry experts only, we have boards that explore to bring a diversity of knowledge; perspectives where common issues, common mistakes, and common lessons can enrich a discussion. When it comes to industry knowledge, however, Inboarding is key, new members just the same as existing ones could benefit from the continuous knowledge, industry analysts views about the company and its competitors.

Housekeeping – Beyond the typical corporate guidelines, meetings, pre-reads, documentation management, communications, trading, D&O… we give special attention today to Digital, not only for Board Portals but for its key importance on data management, security, and communication policies.

Board practices today are in the light more than before. A well planned, strategic, social, and operational Onboarding process will help the new board member integrate well and help that board be effective and efficient. A well planned Inboarding process thereafter will ensure the board has all the tools required to help the company navigate to success.

 

This post was shared also on Mary Francias own blog Serowires

_4820454214Mary 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.