Board Governance during a Crisis

By Joergen Jakobsen IDP-C

When a company is facing a crisis the board leadership is put to the test. The actions of the board can be critical for how successful a company will emerge from a crisis – or if they will be able to emerge at all. Writing this blog during the time of the COVID-19 pandemic this is more evident than ever. In this blog I will examine the top 3 priorities a board need to focus on during times of crisis.

Framing of the crisis and its phases appropriately

As a company finds themselves in a crisis having a material impact on the company the risk of losing sight of appropriate governance is real for many companies. When facing a crisis, it is helpful for the board to break down the crisis into 3 key phases in order to frame the crisis with different time horizons allowing for appropriate options to be considered in the various phases. These 3 phases are:

1. The crisis phase

During this phase the frame is typically short term and relative narrow in scope.  The key consideration is about how to protect the company, the people and its key assets. It is about damage control, prevention of major harm to the company and its stakeholders – and maybe even about the survival of the company. This is often talked about as the Business Contingency Plan for the company.

2. The recovery phase

In this phase the frame becomes wider and more mid-term in. The focus turns to how the company will emerge from the crisis. In this phase a range of tactical options will typically be evaluated in the context of how the underlying market environment starts to improve. This is often talked about as the Recovery Plan for the company.

3. The New Normal

It is important to think about the post-crisis environment as a different market environment compared to the pre-crisis environment. The market conditions and the customer requirements might have changed. The competitive landscape might have changed. The stakeholder expectations might have changed. Thus, the frame required to plan for the New Normal must be wider and a new Strategic Plan is required for the company.

Although it is helpful to think about the 3 phases as different in frame and scope it is important for boards to have an overall view of the planning and decision framework required to bring the company from the crisis situation into the New Normal given the decisions made in prior phases can impact optionality of future phases.

Focus on what matters most during the 3 phases of the crisis

The objective of the board is to govern the company by setting the frame for the future of the company within which the CEO and the executive team will define and execute the strategy under the review and approval of the board. The role of the board is to preserve and enhance the value of the company as seen by both shareholders and other stakeholders while minimizing the risk. In this light let us evaluate the key governance priorities of the board pertaining to the 3 phases:

1. The board’s key focus during the crisis phase

The key priority in this phase relates to value preservation and risk mitigation to minimize the impact of the crisis on the company. Thus, the key areas of focus relate to organizational and financial resilience:

  1. Establish scenario planning to determine the worst-case scenario of the crisis. Establish a Business Contingency Plan to ensure the company can withstand the worst-case.
  2. Review organizational resilience and experience in handling a business crisis at the anticipated level. This includes review of the experience of the executive team and the board and if required involve external resources to address deficiencies. It also includes review of the company’s work processes to effectively handle the nature of the crisis.
  3. Review the financial resilience required to handle the crisis. Assess capital requirements related to the worst-case scenario and if required increase the company’s liquidity.
  4. Review the potential crisis impact to strategic customers and partners and determine how to mitigate this risk.
  5. Increase communication frequency to the employees and key stakeholders to ensure their understanding and buy-in for decisions made.

During the depth of the crisis the board often brings a key value in being less consumed in the day-to-day operational challenges than the executive team. They often bring perspectives and experience from how other companies and other industries handle the crisis which can prove valuable. Also, during this phase the board should increase their meeting frequency to ensure decisions are made in a timely manner.

2. The board’s key focus during the recovery phase

Pending the context of the crisis this phase might have a high degree of uncertainty as timing and nature of the recovery might be difficult to predict. Thus, it is important to stay agile and adjust the recovery plan as required. The key priorities by the board would be:

  1. Evaluate the probable scenarios and strategic business recovery options provided by the executive team against the company’s ability to execute. Challenge the board to ensure various scenarios and recovery options are presented before deciding on the best plan forward.
  2. Review the compensation plans to ensure it is aligned to the new business realities striking the optimal balance between motivation of the organization and the reduced business level.
  3. Ensure the executive team defines and reviews changes required to align the organization and the operational business processes required for the business recovery plan.
  4. Review and update the financial plan and ensure adequate capital is available and allocated to make the plan successful.
  5. Communicate the business recovery plan to the organization as well as key stakeholders to ensure their support and understanding of their role to execute the plan.

3. The board’s priorities preparing for the New Normal

As the company emerges from the crisis it will be facing a New Normal. Customer behaviors and expectation might have changed from the impact of the crisis. Competition might have changed and potentially consolidated. Business processes and associated technologies might have evolved during the crisis. In addition, stakeholder expectations or legal requirements might have changed. In short, the New Normal phase might look very different from the business environment experienced prior to the crisis.

With the above in mind the board should undertake the following activities to ensure the company is well positioned for the New Normal:

  1. The board should review and if required update the overall frame and vision of the company.
  2. Request the CEO and the executive team to develop strategy options aligned to the updated frame and vision for the company and aligned to the New Normal as well as the internal capabilities of the company. The board should review and approve the new strategic plan and its KPIs and empower the executive team to execute the strategic plan.
  3. Evaluate the profile of the CEO and the execution team in order to ensure the leadership has the adequate experience to carry out the new strategy of the company.
  4. Update the risk assessment framework of the company and define risk mitigation actions as required to ensure the risk of the company is managed at the adequate level. Ensure learning and experiences from the crisis are captured.
  5. Communicate the updated strategy to the organization and key stakeholders to ensure support and alignment to the new plan.
  6. Revert to a normal cadence and format for board meetings to manage the overall governance to the company and support of the CEO and the executive team.

Having appropriate board governance processes in place

In summary, it is critical for the board to adapt and contextualize their governance practice during a crisis situation. However, the fundamentals of good board governance continue to be critically important and should be in place before a crisis develops. Good board governance includes aspects like having a diverse and active board, understanding of the roles between the board and the executive leadership team, and having in place a strong board culture and processes to optimize the effectiveness of the board – which will be put to the test during a period of crisis.

First published on LinkedIn on 25 May 2020.

Joergen Jakobsen, IDP-C is a board member, business advisor and consultant leveraging more than 30 years of experience from multiple large global technology vendors. His consulting practice is mainly focused on board advisory, business performance management, leverage of partner eco-systems for profitable growth, and optimizing organizational and individual performance in a culturally diverse environment.

Talent on the Board Agenda, before and during the crisis

Webinar with Helen Pitcher OBE, IDP-C and Mary Sue Rogers IDP-C on 18 May 2020

Talent has never been a more important topic for the Board.  The focus on talent at the Board level is evolving, and many Boards demonstrate best practice while others still see it as more of a reporting and compliance activity.

At its heart, it cuts to the sustainability of the business.  Gone are the days when the Board examined a Nine Box matrix once a year to review the succession pipeline and rarely did these processes yield talent fit for the future as they were looking at replacing “like for like” in many instances not looking at the changing landscape of skills requirements.  Often people were placed in these boxes because they were good “Number 2’s” and made their bosses life easy!

The Financial Reporting Council – whilst a UK Code – covers many international businesses and is usually regarded as best practice governance throughout the world now requires Boards to know the talent in their organisation and the skills required for the Board to be fit for purpose.

COVID-19 has thrown up its own challenges with talent both for the future and for the immediate if sadly a key member of the team falls victim to the virus has led to emergency measures to identify who can step into these roles.  It is also highlighting a need for different skills and the leadership capability to steer the organisation through a remote and distributed leadership lens.

The webinar held on 18 May 2020, facilitated by Liselotte Engstam and Hagen Schweinitz, IDN Board members, and delivered by Helen Pitcher OBE, IDN President and Mary Sue Rogers explored the issue of Talent, the Board’s focus and the myriad of challenge it creates.  Practical guidance was given as to how to approach this and excellent questions were posed by the 80 plus people signed up for this lively and interactive session.

Topics discussed included:

  • The type of company and size of the Board will drive how the talent agenda is addressed. For those of us that are passionate about this topic, we will have achieved success when the HR Committee, Nominations Committee, Remuneration committee, or whatever it might be called,  has a level of standardisation and focus equal to the Audit and Risk Committee.
  • Every company’s governance process should have oversight into key talent topics beyond just executive remuneration and CEO recruitment.
  • Having an annual Board cadence around topics such as strategic talent needs, succession, employee development, engagement, culture, and specific workforce challenges such as recruitment and retention is best practice.
  • Boards should also have a way to educate themselves on the key talent trends – topics such as “gig workers”, robotics and AI, career development, and performance management.

By Helen Pitcher OBE, IDP-C, IDN President, Non-Executive Director, Chair Board Committees, and Mary Sue Rogers, Non-Executive Board Director, Committee Chair, IDP-C.

What can boards do to handle the Coronavirus Pandemic?

Webinar with PwC Singapore – 31 March 2020

On Tuesday 31 March 2020, the INSEAD Director Network held a topical webinar for its members on “What can boards do to handle the Coronavirus Pandemic”.

The webinar was facilitated by Liselotte Hägertz Engstam (IDN Board Member, Non-Executive Director & Chair at Listed & Private Companies), introduced by Karen Loon (IDN Board Member and Non-Executive Director), and featured guest presenters, See Hong-Pek and Marc Philipp of PwC Singapore, and with Q and A support by Gerard Forlin QC.

In her introduction, Karen Loon noted that COVID-19 is a wicked problem which globally is impacting all our lives personally and well as professionally. A challenge for all of us is dealing with the rapid change – how do we move from our fear zone (anxiety and ambivalence) to a learning zone, and ultimately a growth zone where we embrace this opportunity.   She also shared her experiences of both some short-term challenges of boards (especially helping people, business continuity and clients), as well as some medium term potential focus areas, and concluded that it is during these fluid times that it is important that we all leverage our networks for diverse ideas and perspectives.

Three waves of response

SEE Hong-Pek of PwC Singapore highlighted three potential scenarios (contained, pandemic with hot spots, and uncontrolled pandemic) concerning the evolution of the crisis which need to be taken into consideration by companies which will have different impacts on organisations.

Companies are likely to go through three different waves (mobile – immediate; stabilise – medium term; and strategise – long term) as they learn to adapt and accept the new “norm”.

Supply chain challenges

Marc Philipp of PwC South East Asian Consulting outlined some of the external and internal challenges which companies which PwC works with have experienced in relation to their supply chains.  These have included external (unpredictable demand; supply disruption; economy uncertainty; contractual challenge), and internal issues (production/internal supply, workforce limitations; financial and regulatory issues; operational issues).  An example of a challenge for some companies was to be able to manage the increase in demand for products in China after some restrictions were lifted.

He also suggested eight questions which boards could be asking in relation to their business continuity plans, operational risk assessment, scenario planning, alternative sourcing, risk assessment across supply chain tiers, critical supply chain data, temporary inventory and evaluation processes, and product redesign/material certification resources.

IDN members also raised questions, particularly in relation to legal matters including global legislation, work from home legal employer duties, data protection, and potential litigation.  The speakers all agreed that good communication with all stakeholders is vital, and that that board members play a key role in supporting the mental wellbeing of the people in our organisations, particularly CEOs.

INSEAD IDN will be arranging more webinars on managing during the crisis for our members in the next few months so do watch out for them!

SEE Hong Pek – Partner, Business Resilience, PwC Singapore  specialises in assurance and management consulting services in the areas of information technology, data privacy and business controls.  

Marc Philipp, Partner & Management Consulting Leader, PwC South East Asia Consulting has significant experience in corporate strategy, operating model design and digital supply chain transformation across Asia Pacific.

Managing the Board in a time of Crisis

with Herman DAEMS, Chairman of the Board of BNP Paribas Fortis

Webinar with IDN Belgium Alumni – 13 May 2020

IDN Belgium invited the IDN Belgium network to listen to a speech on “Managing the Board in time of Crisis” with Herman DAEMS, Chairman of the Board of BNP Paribas Fortis.  This webinar, moderated by Xavier BEDORET IDP-C, was attended by approximately 40 participants.

We began by raising the question of the priority to be given to short term vs. long term issues.  Short-term topics undoubtedly include concerns about liquidity and solvency.

Secondly, is the widespread crisis a threat to the independence of our company? Or is it an opportunity to consolidate another player?  Is the composition of the board, and in particular the diversity of profiles, a success factor?  We are thinking not only of gender diversity, but also diversity of expertise in the field of digitalization and e-transactions.  The quality of the relationship with the CEO and the executive team is essential.  The teams must be close and aligned. Sometimes the chairman needs to manage tensions at the top.

In the longer term, we will have to measure the impact of the crisis on the value chain.

The speaker concluded by saying “our companies will be called upon by society to play a different role”.

By IDN Belgium Ambassador, Xavier BEDORET

Ensuring ESG Effectiveness on Boards

Blogpost by IDN US Ambassador Mary Francia

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

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

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

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

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

 

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

This blogpost was originally shared at

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

 

What makes an Effective Chair?

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

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

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

What is the No. 1 challenge of board chairs?

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

Who does the chair work for?

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

What defines culture in a board?

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

The concept of ‘Empty Head’.

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

So, what is the role of the chair?

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

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

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

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

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

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

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

The value of the chair in a technology company

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

The challenges of the board chair at a startup

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

What makes a board effective?

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

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

 

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

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

The critical attribute of an effective chair

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

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

by Mary Francia

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

25 additional Board appointments at INSEAD Directors’ Network

March 12, 2020

Members Board & Corporate Governance Positions Announcement 1Q – 2020 

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

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

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

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

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

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

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

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

IDN members – Certified IDP-C Board Directors

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

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

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

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

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

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

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

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

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

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

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

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

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

IDN Members – Board Directors

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

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

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

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

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

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

IDN Board – New Board Directors

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

 

Previous announcements and more information

Previous board position announcements by shared by IDN;

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

For more information about: 

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

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

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

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

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

 

On behalf of the INSEAD International Directors’ Network Board,

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

 

 

The Gender Bonus Beyond “The Land That Time Forgot”

The Gender Bonus Beyond “The Land That Time Forgot”

Author: INSEAD IDN President Helen Pitcher, OBE

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Reference

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

  • Chair of the Future, Deloitte, 2018

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

  • Delivering Through Diversity, McKinsey 2018

Article originally published at Advanced Boardroom Excellence  

Board effectiveness and the NED

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

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

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

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

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

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

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

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

The future

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


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

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

 

 

 

IDN New Year Message 2019 – 2020

Presidents Message

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

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

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

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

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

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

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

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

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

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

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

Helen

Helen Pitcher, OBE, IDN President

INSEAD Directors Network 2019

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

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

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

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


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

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

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

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

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

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

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

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

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

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

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

IDN 2020 Plans

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

IDN Year End message

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

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

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

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

Leading a Board with INSEAD Professor Stanislav Schekshnia

Boardroom Digital Transformation Prof Andrew Shipolov 

 

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

The IDN Board

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

 

IDN Membership Benefits

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