Category Archives: News

Best practices of independent directors in family owned-firms

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Best practices of independent directors in family owned-firms

Leading independent directors understand family board dynamics, build relationships with all board directors, and build a coalition of independent directors.

By Karen Loon IDP-C and IDN Board Member

Whilst family-owned firms are critical drivers of global business and growth, the role of their independent board directors is complex given the overlapping roles between family, ownership and business.

As a follow up to the session, Fit for Generations: How to Create & Lead a Family Business Board held in March 2021, on 26 April 2021, over 50 INSEAD Directors Network (“IDN”) members shared their international experiences of best practices in governance of successful family boards, focusing on their perspectives as independent board members.

The discussions were led by Martin Roll, Distinguished Fellow (Family Business) and Entrepreneur in Residence, INSEAD and Xavier Bedoret IDP-C,  IDN Belgium Ambassador, NED and Advisor.

Liselotte Engstam IDP-C facilitated the event with support from Hagen Schweinitz IDP-C, both IDN board members.

 

The role and challenges of independent board members

Martin Roll set the scene, sharing his views on family-owned companies, highlighting their global power and influence.

“They’re interesting, because first of all, there are a lot of them. They’re very significant in terms of the global economy. They’re very significant in terms of entrepreneurship, and they also have a very big heart when it comes to impact. But at times they do need help, and this is where the family board members coming in” – Martin Roll.

After noting some of the challenges of wealth preservation of family-owned firms, Martin emphasised that that family business strategy depends on clear roles, responsibilities and guardrails between family, ownership and business.

The roles and responsibilities of their external directors are not easy, Martin said.

“We are external – we’re bringing a different point of view. We sit in the business. You are going to work with people in the families that you have around you, and you are also going to work with some of the key owners, and some of them being the business.  You are in this triangle of a lot of different types of interests. As board members, we need to navigate that” – Martin Roll. 

In addition to family, ownership and business, other areas which independent family board members may support with include family office and impact (which relates to sustainability and aligns to the higher purpose for the firm). Martin presented his Family Business Strategy model to help guide this process (Figure 1).

Resistance to changes in the investment strategy and impact investing often arise as new generations come into the business.

Figure 1: Family Business Strategy (Copyright Martin Roll Company 2021)

Independent board members need to work with family firms to assist them in dealing with the dilemma of balancing the growth of their businesses with a long-term perspective and yet ensure family harmony and welfare. A key question is, how do they do that? Martin provided an overview – see Figure 2.

Figure 2: Traits of effective board members (Copyright Martin Roll Company 2021)

Martin reminded members that sustainability is deeply embedded in many firms, which makes family firms interesting.

He highlighted a quote by André Hoffmann – “That’s what separates us from non-family-owned businesses. It’s the concept of sustainability which (I’m glad to say) is much in favour at the moment.  And this sustainability is lived by the family.“

In order to be successful in their roles, Martin encouraged family board members to think of the following:

  1. Bring passion to family firms and build personal connections with key stakeholders across the business family system.
  2. Integrity is your key currency and never dilute its value. In the end, competence and experiences are the assets you contribute.
  3. Dare to renew! Renewal is the most important factor for business family success over the long term, so don’t hesitate to disrupt (with love)

Xavier Bedoret highlighted four challenges of independent directors:  These are:

1. Combine the best of both worlds

Finding the right balance between the paradoxical tensions of tradition and modernity; family values and financial logics; stability and transformation is not easy. These can both be combined at the board or executive committee level.

2. Help develop the family spirit

A director needs to decide at what level they should be active – whether it is the family association, shareholder, director or manager level.

“Family spirit is the glue that prevents frustration and dissent” – Xavier Bedoret

3. Take the heat out of the decision process

The duality of “family” and “enterprise” can increase anxieties. Independent directors have a role to play to support family firms in this area.

“Emotions are a bias in relationships, and in family decision making” – Xavier Bedoret.

4. Engage young family members

Independent directors can play a role to support younger family members in their transition into more senior roles, given the family challenges of maintaining family values and managing power.

 

Three best practices of independent board directors of family-owned firms

For independent directors, working with family businesses is exceptionally complex but extremely rewarding. They often play a critical role in:

  • Helping with communication (as often family members may not be on the same page);
  • Supporting the transition of roles between senior generations and the next generation; and
  • Assisting in managing conflicts such as finding a middle ground in situations of risk aversion.

Three best practices shared by IDN members included:

1. Understand dynamics of the family

The role of an independent director on a family-owned company can be much more complex than on a public listed board, given the chemistry.

Board members should understand why they were brought onto the board.

They also may need to prove themselves first as an expert to the board and the family to show what they can do before being trusted to assist them more broadly.

Board members may be expected to commit more time and be available much more than on other types of boards.

One suggestion was to “rush slowly” – understand time horizons, priorities, and the pace of change of the family shareholders. Family boards need to take their time to make the right discussions and decisions.

2. Build a coalition of independent directors

All independent directors should bring their own unique experience to the board. It is essential to ensure that independent directors are aligned and a force within the board.

3. Build relationships with all board members

This includes on a one-on-one basis. As not all board members may have the same knowledge of governance, help new board members succeed by arranging onboarding and an ongoing training programme to ensure they all have the necessary expertise to participate actively in board discussions.

 

To view Martin Roll’s slides, visit here.

IDN’s next webinar on Governance of Social Impact Ventures will be held on 11 June 2021.

 

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

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

 

INSEAD Corporate Governance Centre (“ICGC”)

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

Board best practices in an era of hybrid corporate governance

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Board best practices in an era of hybrid corporate governance

What are the current board best practices across different governance situations, different ownership forms and jurisdictions, and different industries and maturity of companies?

By Karen Loon and Pamela Ravasio, IDN Board Members

On 26 April 2021, over 100 INSEAD Directors Network (“IDN”) members had the opportunity to share their international experiences of best practices of hybrid corporate governance in a webinar facilitated by Liselotte Engstam IDP-C and IDN board member.

What were some of the current corporate governance best practices which our global members have observed?

 

The increasing importance of ESG and sustainability

Sustainability and ESG are increasingly hot topics in the boardroom.  It was highlighted that organisations that have so far embraced and succeeded in making good progress in ESG and sustainability have a track record of being more purpose driven.  For organisations with a different history and have not been predominantly purpose driven from their inception, it is much harder, and they have to ‘learn’ or even reinvent themselves to make significant progress in this area.

This is a challenge that not only businesses face. Even many NGOs and not-for-profits who have so far fared well focusing on single issues (for example, animal rights and veganism), have to update their ‘raison d’etre’. Adjusting to a world where not single, but complex and multi-dimensions ESG and sustainability challenges need addressing is something novel for many of them.

It can hence be said that, for organisations, the process towards embracing and embedding ESG and sustainability needs to be viewed as part of change management and culture change exercises, as it will have significant implications on new business, reporting, disclosure and future success, none of which can easily be templated.

Associated with this, some believe that ESG and sustainability discussions at the board level are taking place at a relatively high level (30,000 feet level) and have concerns that there may be a disconnect between board discussions and what is happening at the ground level.  It has been pointed out that best practice board members are visiting facilities or possibly even have independent conversations with on-the-ground members of their network to ensure they understand what sustainability means at the working level, and to feel the organisation’s temperature.

Luckily it becomes also increasingly common for ESG dashboards to be used within organisations. Such tools, assuming that appropriate and relevant metrics are being used, allow for a quick change of altitude and effective deep dives if and where required.

The evolving role of the board and the chair

In an environment where regulators, the investment community, and stakeholders are focused on the purpose and strategy of companies and board performance, directors need to become increasingly curious and ensure that they have the right lenses on the future of their organisations.

In a hybrid corporate governance environment, the role of the chair is essential to invigorate open discussions, create safe spaces and ensure that the board has sufficient time to reflect.  The chair also needs to ensure that he/she doesn’t “broadcast” and that boards operating virtually do not compromise on the quality of debate, become too tunnel-visioned and functional, and have short-sighted discussions.

Board meetings are getting shorter; however, there may need to be more discussions on important topics such as innovation, some of which may need to be away from the board room.

Finally, with an increase in the number of start-up boards, boards and their directors are focusing on best practices in pulling together start-up boards, finding the right directors, and professionalising them.

Board composition – Bringing new perspectives into the board room

With new pressures on companies and their directors requiring them to bring new perspectives into the board room, most boards have been looking at how they can find the right talent.  Expectations on nominating committees to increase the value that they add to their organisations are rising.

In line with increasing recognition that not all expertise needs to be on the board, many companies have established advisory boards to advise management, which allows for talent gaps to be filled more quickly and supplement internal resources.  Some are including people with innovation, digital and ESG expertise on these boards.

Boards are also looking for directors to bring more contrarian views.  Examples include having younger voices in the boardroom, obtaining employee points of view (to understand well-being and resilience) and inviting customers to speak to boards.  The composition of the board needs should take into consideration the need for generational and other diverse views, as well as experience.  Others are looking for expertise beyond their borders. For example, some of the leading practices concerning digital are from Asia (specifically China) and Africa.

Improving board effectiveness

In line with the need for boards to be more agile, more established boards are doing evaluations and gap analyses, which are essential given the speed of change and the need to quickly assess whether boards need new talent.  These are formal and informal, take place more frequently, and look at what to start, stop and continue, moving beyond a checklist approach.

Over the past 18 months, most boards have become more digitally savvy. However, some highlighted that having one or two board members with digital experience doesn’t translate to the whole board collaborating well using technology.  It is taking time for most boards to learn how to best use technology in the boardroom, with some needing to accelerate their progress in this area.  One tool that some boards are exploring is the use of electronic signatures.

 

IDN’s next webinar on Successful Family Business Boards – Best Practice Discussions will be held on Monday, 17 May 2021.

 

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

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

 

INSEAD Corporate Governance Centre (“ICGC”)

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

 

Board Diversity – Implications and Discussion

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Board Diversity – Implications and Discussion

A number of studies have demonstrated that greater diversity in the boardroom and organisations will improve business outcomes. However, despite efforts, progress in increasing board diversity has been slow. 

By Karen Loon IDP-C and IDN Board Member

With the growing focus by stakeholders on more board and organisational diversity, is it time for us to #ChooseToChallenge and do things differently?  What is holding progress back, what is the role of boards in moving the dial, and what can we do differently?

IDN members participated in a webinar in March 2021 where they shared their perspectives on board diversity.  Liselotte Engstam IDP-C and IDN Board Member, facilitated the session.

Setting the Scene

Karen Loon IDP-C and IDN Board Member, gave an overview and shared her perspectives on increasing board diversity, highlighting that it is a wicked problem that is not easily resolved.

Although discussion on increasing the diversity of boards started with a focus on gender, it has now broadened beyond demographics to diversity of thought and experience, and its impact on innovation.  Further, stakeholders’ expectations, particularly investors, due to the increased focus on sustainability.

As a result, various governments, regulators and advocacy groups have released regulations and guidelines to support increasing the pipeline of available diverse candidates for boards. These include implementing quotas or targets and encouraging boards to have more targeted and independent board renewal processes.

Whilst the number of women on boards globally has increased to 16.9% in 2018, up 1.9% from 2016, there is still some way to go, and progress has been slow and inconsistent.

Understanding the different viewpoints on why having board diversity is important requires one to understand various organisational and personal motivators.  Some focus on the business case for diversity, whereas others concentrate on the social case (the “right thing to do”).

Much of the academic and business research to date has centred on the business case for greater board diversity. In particular, it has sought to demonstrate a correlation between board diversity (principally gender) and greater financial performance. This includes a broad range of areas, including financial position/performance, public disclosure, socially responsible behaviours, firm decisions, philanthropy, reputation, and innovation.[1].   In 2020, a study in Australia by Curtin University took this a step further and found a causal link between greater numbers of women on boards and in leadership and better financial performance.

Other recent research has explored areas including:

One question Karen raised is if the business case for greater board diversity is clear:  Why don’t we see boards increase their diversity more quickly?  Could there be other “elephants in the room” at play holding change back?  And could it be time to look at things differently, recognising that board work is both logical/technical and illogical/emotional?

On board dynamics, she noted that a board is a team, but it is only as good as the collective of the board and what they bring to it, both conscious and unconscious.  Further, board work is emotional, as discussed in IDN’s webinar, Fit for Generations: How to Create & Lead a Family Business Board.

Another angle is: Should we view increasing board diversity as part of a broader organisation or cultural change initiative, as Professor Michael Jarrett suggested in his March 2021 INSEAD Knowledge article?

And if this is the case: Should boards themselves be more reflective to understand why there may be ambivalence for change and assess what needs to be done.  Is there a greater opportunity to share views on boardroom dynamics and the unsaid in a safe space?

Member perspectives

IDN members had the opportunity to share their views on what board members can do to increase board diversity.  Key highlights included:

  • Importance of the role of the chair – The role of the chair in the boardroom at the start to ensure all voices are heard is paramount as he/she sets the tone for acceptance of the importance of board diversity and the boardroom culture. Having a culture of being open to listening to different perspectives and having processes that draw these out includes inviting everyone’s opinion, respecting different viewpoints, ensuring no one dominates the discussion, and being very open-minded and respectful.
  • Role of the nominating committee – The role of the nominating committee to support board renewal is essential. Nominating committees have a responsibility to ensure that the list of candidates they start with is representative.
  • Valuing diversity of perspectives, thought and contributions – Diversity should not be viewed as a box ticking exercise. True diversity is diversity of perspectives, thought and contributions in the boardroom, in addition to demographic diversity.  Having more international board directors can support this.  It is equally important for boards to ensure that there is diversity in their organisations, not just the boardroom and to ensure that it is pushed down.
  • How can we move the dial? – Some participants were supportive of quotas and having the “power of three” as they felt it improved the quality of boardroom discussions. Whilst there has been a lot of awareness-building on the importance of board diversity, more can be done.

 

To find out more, read our IDN member views:

 

[1] For example, refer to the overviews of recent research by Kagzi and Guha (2018) at https://www.emerald.com/insight/content/doi/10.1108/JSMA-01-2017-0002/full/html, and Salma and Qian (2021) at https://www.journalofbusiness.us/index.php/site/article/view/182.

 

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

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

 

INSEAD Corporate Governance Centre (“ICGC”)

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

71 board appointments for INSEAD Directors Network members

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7 April 2021

Members Board & Corporate Governance Positions Announcement Q1 2021

INSEAD’s International Directors Network, IDN is proudly sharing the recent appointments up to end of February 2021 of board and corporate governance positions of our members, truly recognising our members and the strength of our IDN network.

IDN members have been appointed to 71 new board positions in 20 countries, summing up to 397 position announcements since 2017.

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

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

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

To date, IDP has been completed by 1,378 IDP and IDPB participants, with 1062 certified IDP-C/ IDBP-C directors, and our International Board Network IDN of INSEAD Alumni of 1,503 members.

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

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

IDN members – Certified IDP-C Board Directors

Xavier Bedoret – November & December 2020 – Chairman of the Board of International Trade S.A. – International trade financing (Private, HQ Brussels) & Chairman of the Board of Cenergy Holdings S.A., Steel (Listed, HQ Brussels)
Sanjeesh Bera – December 2020 – Member of the Board of Directors at Teevra Edutech Pvt Ltd (Private, HQ India)
Carin Beumer – October 2020 – Board member at Mercy Corps (NGO, HQ The Netherlands)
Robert Bolier – January 2021- CEO and Board member at Sustainable Forestry Investments (SFI) BV (Private, HQ The Netherlands)
Bas Boots – December 2020 – Member of the Supervisory Board at Limgroup BV (Private, HQ The Netherlands)
Roberta Casali – May 2020 – Chairperson of Tages Capital Sgr (Private, HQ Italy)
Farid Chedid – February 2021 – Chairman and CEO at Ascoma AC (Private, HQ Monaco)
Smit Crouse – November 2020 – Non Executive Board Director at Motus Holdings Limited (Listed, HQ South Africa)
Pierre Dejoux – March 2020 – Non Executive Board Director at Energiency (Private, HQ France)
Lale Develioğlu – December 2020 – Independent Board Director at Anadolu Efes (Listed, HQ Turkey)
Magali Depras – October 2020 – Non-Executive Board Director at Chemical Industry Association of Canada (CIAC) (Not-for-profit, Ottawa, Canada)
Judith Eden – October 2020, Committee Chair at Pension Insurance Corporation (Private, HQ United Kingdom)
Fabio Mondini de Focatiis – September 2020, Board member at Barberinos (Private, HQ Italy)
Dominic Gaillard – January 2021 – Chairman (6 years) at Vontobel Asset Management AG – Group company -(Private, HQ Switzerland), Chairman (10 years) Vontobel Asset Management SA – Group company – (Private, HQ Luxembourg), Board Member at Vontobel Asset Management Pte Ltd – Group company (Private, HQ Singapore), Chairman (4 years) at Vontobel Fonds Services AG – Group Company (Private, HQ Switzerland)
Helen Gillies – January 2021 – Non Executive Director at Aurelia Metals Limited (Listed, HQ Australia)
Peter Hinder – February 2021- Chairman & CEO at Abifor AG (Private, HQ Switzerland)
Saskia Kunst – February 2021 – Chairman Supervisory Board at Energy Transition Fund Rotterdam BV (Public fund, HQ The Netherlands)
Virginie Lagrange – October 2020 –  Non Executive Director Board Member, Chairwoman of the Audit Committee, member of the Risk Committee, member of the Nomination and Remuneration Committee at Liberty Mutual Insurance Europe SE (Private, HQ Luxembourg)
Karen Loon – August 2020 & January 2021 – Chair, Chartered Accountants Australia and New Zealand, Singapore Overseas Regional Council (Professional Organisation, Singapore) & Director at INSEAD Directors Club Ltd (Private Ltd, HQ Singapore)
Dr. Lucy Surhyel Newman – July 2020 & February 2021-  Non-Executive Member of the Governing Board at Renaissance Development Forum (RDF) (NGO, HQ Nigeria) & Non Executive Member of the Governing Council at West African Thoelogical Seminary (WATS), (Private, HQ Nigeria)
Dominic Nixon – August 2020 – Director at INSEAD Directors Club Ltd (Private Ltd, HQ Singapore)
Marina Niforos – January 2021 -NED, Chair Nomination Committee, member Investment and Risk Committees, mandate renewal until 2025 at Hellenic Corporation of Assets and Participations (Private, HQ Greece)  & Advisory Board member at Sovereign Investment Fund & Urban Impact Ventures, (Private, HQ Netherlands)
Gbenga Oyebode – December 2020 – Chairman and Non-Executive Director of the Board at PZ Cussons Nigeria Plc (Public, HQ Nigeria)
Astrid Pieron – January 2021- Non-Executive Board Director at Herstal Group (Private, HQ Belgium)
Helen Pitcher OBE – February 2021 – Chairman at INSEAD Directors Club Ltd (Private Ltd, HQ Singapore)
Mary Sue Rogers – October 2020 – Non-Executive Director at Inclusiv Education Pty Ltd (HQ Australia)
Annemieke Roobeek – October 2020 – Non-Executive Board Director at ENECO (Private, HQ The Netherlands)
Raymond Schadeck – September 2020 – Chairman of the Board of Regents of Sacred Heart University (Private, HQ Luxembourg) & Chairman of Université dans la Nature – Montréal (Quebec) (Private, HQ Canada)
Christiane Schloderer – December 2020 – Chairwoman of the Board of Trustees at German International School (Non-profit, HQ Abu Dhabi, UAE)
Jeff Scott – February 2021 – Director at INSEAD Directors Club Ltd (Private Ltd, HQ Singapore)
Sophie Servaty – October 2020 – Non- Executive Board Director at Les Cliniques Universitaires de Saint Luc (Private, HQ Belgium) & Chairman of the Audit Committee at Les Cliniques Universitaires de Saint-Luc (Private, HQ Belgium)
James Singh – January 2021 – Non-executive Director at 1020 Capital; 1020 Multistrategy Fund (Private, HQ Hongkong)
Charles Spaan – September 2020 –  Member of the Advisory Board at Lender & Spender (Private, HQ Netherlands)
Nicoline Spruijt – January 2020 – Non Executive Director at Palais Coudenberg, Belgium (Not-for-Profit, HQ Belgium)
Marcia de Wachter – September 2020 – Chair of the Board of Directors of MeDirectBank  (Private, HQ Malta)
Anna Zanardi – Beaconforce Srl, Italy, Innovation Start Up (Private, HQ Italy)

Carole Wintersdorff – November 2020 – Non Executive Independent Director at AMR Action Fund GP Sarl (Unlisted, HQ Luxembourg)

IDN Members – Board Directors

Emmanuele Attout – January 2021 – Non-Executive Director at AG Insurance (Private, HQ Belgium)
Cedric Brusselmans – February 2021 – Chairman at Chapter Zero Brussels (NGO, HQ Belgium)
Thomas Burkhalter – October 2020 & January 2021- Chairman at momentumDB.pro (Private, HQ, Switzerland) & Chairman at education4future GmbH (Private, HQ, Switzerland)
David Buser – October 2020 – Board Director at Canveo Limited (Private, HQ United Kingdom)
Dr Antonio Dottore – February 2021 – Non-executive Director at CRC Longevity (CRC = Co-Operative Research Centre), (NGO, HQ Australia)
Wu Gang – October 2020 – Non-executive Director at IG Group Holdings plc (Listed, HQ United Kingdom)
Ludovic Gaude – November 2020 – Chairman at Robart (Private, HQ Austria)
Rob Goudswaard – November 2020 & January 2021 – Non Executive Director at Lawson Grains Macquarie Bank Agriculture Fund (Private, HQ Sydney Australia) & Non-executive Director at Cashrewards Ltd (Listed, Australia)
Joop Heijenrath – February 2021 – Chairman at Yource (Private, HQ Netherlands)
Grant Latimer – November 2020 – Director, Board Member at Proton Products International (Private, HQ United Kingdom)
Marco Montefiori – October 2020- Trustee Member of HR Committee, BFNY (Non for Profit, HQ United States) & Trustee Member of Finance Committee, BFNY (Non for Profit, HQ United States)
Oyekunle Osilaja – January 2020 – Non-Executive Board Director at UPDC Plc (Listed, HQ Nigeria) & January 2019 Non-Executive Director, Landmark Africa Ltd (Private, Nigeria)
Michel Rzonzef – (September 2019) – Non-executive Director at SGI (Engineering and Consulting), (Private, HQ Luxembourg)
Joshua C.K. Siow – February 2021- Independent Board Director at AEI Corporation Limited (Listed, HQ Singapore)
Jim Strang – January 2021 –  Independent Non-Executive Director at Business Growth Fund plc, Private, London, UK
Jan-Paul van Term – November 2020 – Supervisory Board Member at TAUW Group, (Private, HQ The Netherlands)
Johan Vermeiren – October 2020 – Non Executive Director at Syntegro (Private, HQ Belgium)
Frank Vogt – January 2021 – Supervisory Board Member at Dock Foundation, member Audit Committee (Public, Netherlands) & Non-Executive Board Member at Die Keure Publishing & Printing, Digital Focus (Private, Belgium)

Previous announcements and more information

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

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

On Behalf of the INSEAD International Directors’ Network Board,

 

 

 

 

Helen Wiseman, 
IDP-C, IDN & NAA Australia Board Member,
NED at multiple companies
www.linkedin.com/in/helenwiseman
[email protected]

For more information about :

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

Follow INSEAD IDN on social media;
INSEAD IDN on LinkedIn
INSEAD IDN on Twitter

Get to know Christiane Schloderer, IDN UAE Ambassador

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Get to know Christiane Schloderer, IDN UAE Ambassador

Christiane Schloderer is our newly appointed IDN Ambassador in the United Arab Emirates.

Tell us about yourself.

My name is Christiane Schloderer. I am IDP-C 16 and very happy and honoured to join the IDN Ambassador group.

Originally from Germany, I have been based in the Middle East (Dubai, Abu Dhabi, Riyadh) since 2008. I am a non-executive director to Rolaco Group in Saudi Arabia, a mid-cap family business. In December 2020, I was “promoted” to being the chairwomen of GISAD, the German International School Abu Dhabi. The transition from board member to chair is challenging but comes with great learning opportunities.

Since 2016 I run Growth Partners, consulting mid-sized & family businesses and larger startups in building scalable businesses, particularly financially – often in interim CFO roles. Governance is a large topic for most of them. Prior to that, I was CFO for Nokia’s Joint Venture in Saudi Arabia and have worked in various corporate finance roles in Nokia Networks. I hold a doctoral degree from the German Armed Forces University in innovation and change management.

Pre-kids, I enjoyed hiking, horse riding, scuba diving and travelling. These days, I spend my leisure time with my two daughters (3 and 5) on playgrounds, the pool and the beach, enjoying the wonderful winter climate in Abu Dhabi.

What are you planning to do to engage with members in your location?

I had the pleasure to connect already with a few UAE IDN members and look forward to (re-) connecting the IDN members with each other and identifying subjects of interest. I hope we can build a small group of active members to jointly organize activities.

Leveraging on the INSEAD Abu Dhabi campus would be a great opportunity to organize faculty engagements and get-togethers (Covid permitting, of course).

Family governance, startup-governance and financial service governance are certainly high up on the list of topics.

Where will you fly to when you get on a plane next (and why)?

With currently 10 days quarantine requirements when re-entering Abu Dhabi, spontaneous trips have not been possible for the last year. All business trips have been replaced largely by online meetings. So, the first trip will be to see my parents in Germany and next, a proper vacation to a sunny island with my husband and our daughters.

 

If you are an IDN member in the UAE, please do reach out to Christiane.

Get to know Domingo Armengol, IDN Spain Ambassador

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Get to know Domingo Armengol, IDN Spain Ambassador

Domingo Armengol is our newly appointed IDN Ambassador in Spain.

Tell us about yourself.

I am 55 years old, married, have two children aged 22 and 19, and am working and living in Madrid, Spain.

As a corporate lawyer, I’ve developed the last 20 years of my professional career as secretary of the board and corporate secretary of different companies, always trying to create and promote good corporate governance of the companies and the market.

In my professional career and personal life, I’ve always wanted to be linked to the international environment, which has allowed me to meet new people and cultures and expand my experiences and skills (IDP was a great example).

I’m passionate about mountain sports, travelling and culture.

What are you planning to do to engage with members in your location?

First of all, I plan to get to know them and try to get to know each other, find out what their main interest and goals are, and try to form a community of IDPs.

For that purpose, and considering our current situation, I think we should set a virtual meeting to give the chance to talk and set our common goals and subsequent actions.

As a next step think it will be very positive to bring together the members with people of interest to open the possibility to share and learn about matters of interest for directors or new tendencies in governance (academics, directors, headhunters, etc.).

This interaction could also help that the IDP-C will be known in the market, put it in value in Spain, and open opportunities to the members for future positions in boards.

Where will you fly to when you get on a plane next (and why)?

I hope I’ll be able to fly to Glasgow, Scotland, where my daughter is studying for her university degree, to visit her and to travel together around Scotland (a plan that has I’ve delayed from early 2020).

 

If you are an IDN member in Spain, please do reach out to Domingo.

 

As told to Karen Loon IDP-C, IDN Board Member

Fit for Generations: How to Create & Lead a Family Business Board

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Fit for Generations: How to Create & Lead a Family Business Board

Serving on a family business board is a curated balance between the past, present, and future.  It involves dedicated involvement from the board, the family and multiple stakeholders. 

By Karen Loon, IDP-C and IDN Board Member

Family firms, which are the majority of global companies and account for 70% of the global GDP and 60% of global employment, are a crucial driver of international business and growth.  Their sustained long-term value creation is essential for the global economy as a whole.

However, family firms’ long-term success is not given, and it is not an easy task to succeed across multiple generations. There are many complexities involved when ownership, management, and family roles overlap with less clear distinctions between them and multiple, conflicting agendas.

Family business boards can play an instrumental role in aligning family businesses successfully for the future.  However, it can be a balancing act for non-family board members/ chairs, particularly navigating the complex landscape of legacy, interests, power, and the constant need for change and renewal.

INSEAD Directors Network (“IDN”) members recently had the opportunity to learn how to successfully develop and manage family business boards as vehicles for successful governance and leadership with impact across generations in a webinar held on 8 March 2021.  The speakers included:

  • Martin Roll – Distinguished Fellow (family business) and Entrepreneur in Residence, INSEAD
  • Christian Sievert, Non-Executive Director (“NED”) and Advisor
  • Marina Niforos IDP-C, IDN France Ambassador, NED and Advisor

The webinar was facilitated by Liselotte Engstam IDP-C, with support from Hagen Schweinitz IDP-C, both IDN board members.

How to create and lead a family business board

Download Martin Roll’s presentation (PDF)

Martin Roll shared his perspectives on how to create and lead a family business board.  He highlighted that the overlap between family, ownership, and business interests increases the complexity and emotions between different parties.

“As a board member of the family firm, you will find yourself navigating between family issues, owner issues and business issues, where maybe in non-family firms, it’s a little clearer” said Martin who highlighted that this complexity increases emotions.

 

 

 

 

 

 

 

 

Source: Martin Roll

Having a successful family business strategy is dependent on clear roles, responsibilities and “guardrails” between family, ownership, and business to drive sustained success.  Key challenges which the strategy needs to address to align family businesses and inter-generational interests include family, ownership, business portfolio, family office, and impact.

Martin shared that the dilemmas in balancing business and family are paradoxical.

“What are family firms generally are interested in, first of all, they want to grow in the long-term perspective, but at the same time you also want that kind of family harmony and welfare” – Martin Roll.

Having an appropriate family business governance structure is essential.  Traits of effective family business board members include:

  • Balance past, present and future – understanding the legacy of the family.
  • Proximity to family owners but keep integrity.
  • Succession and ownership are constant concerns.
  • Beware of cultural differences.

Experiences and perspectives on family business boards

Christian Sievert and Marina Niforos shared their personal experiences and perspectives on family business boards from an ownership, advisor, and NED perspective.

They noted that the benefits of family businesses include having long term perspectives and commitment; having strong family/company values as a core asset; and strong financial performance.

“Most families have some core values that you know have been the foundation for starting the company, and that are really a strength that can be used when recruiting, retaining and developing, especially good employees” said Christian.

Challenges for independent directors are:

  • Managing complexity – Navigating higher levels of complexity, emotions, and boundaries, especially if there are contentious areas and different loyalties. Also, maintaining independence can be difficult for independent directors.

“It’s also difficult to manage your own emotional charge, because in the beginning when you come in as an outsider, you have a lot of interest to develop relationships so that you can actually have this sort of capital of trust with the family.  But the closer you get, the more difficult it is to exercise your fundamental role on the board, which is a challenge as an independent. So, in a sense, yes, that is a paradox, and you have to manage that – it’s not an easy job” – Marina Niforos.

  • The informality of family businesses – Having clarity of the board’s decision-making processes and independence. Examples of areas where family businesses can be better are having a clear business plan.
  • Difficulties of dealing with “elephants in the room” where issues cross the boundaries between family, business, and ownership.  More sensitive matters include succession, remuneration, legacy business models/having a sense of urgency, and innovation and renewal.

Conclusion

Serving on a family business board is a curated balance between the past, present, and future.  It involves dedicated involvement from the board, the family and multiple stakeholders.  Martin Roll concluded the webinar with the following observations:

 

 

 

 

 

 

 

  1. Family business NEDs can be critical for long-term success by balancing complex business, family and governance issues.
  2. Navigate carefully and with integrity between emotions, internal conflicts, power dynamics, inter-generational views, and cultural differences.
  3. Be a catalyst for change and bring outside inspiration from other ownership models (private equity, venture capital, institutional, foundation) and governance structures.

 

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

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

 

INSEAD Corporate Governance Centre (“ICGC”)

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

Get to know Johan de Wit, IDN China Ambassador

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Get to know Johan de Wit, IDN China Ambassador

Johan de Wit is our newly appointed IDN Ambassador in China.  

Tell us about yourself?

In 1986, I started my career at Buck Consultants International, and from 1987-1989, I served as a Lieutenant in the Royal Dutch Navy. In 1989, I joined Nationale-Nederlanden, which became part of ING Group in 1991, where I started my career in life insurance and asset management (corporate & retail). In 2007, I moved to the banking side of ING Group.

In the Netherlands, I held various commercial and management roles in Corporate Pensions at Nationale-Nederlanden. In 1997, I left the Netherlands and worked in Mexico (CFO AFORE Bital at Banco Bital), Chile (Commercial Director ING Life), back to the Netherlands (Project Manager restructuring Head Office), Japan (President/CEO ING Life, Chairman ING Mutual Funds), UK (CEO ING Direct UK), and Turkey (Head of Retail ING Bank Turkey). Since 2013, I have been based in China, where I am seconded by ING Group to Bank of Beijing as Executive Director & Vice President.

I have a Doctoral Degree in Geography from the University of Utrecht and two Masters in Business Administration (MBA) degrees (Erasmus University, Rotterdam and Rochester University/ Simon Graduate School, USA). I also completed the Harvard Business School General Manager Program and the INSEAD International Director Programme (“IDP”). I am a Member of The Chartered Institute of Bankers in Scotland.

My wife and my three teenage daughters live with me in Beijing.

What are you planning to do to engage with members in your location?

Regarding my new role as IDP Ambassador for China, the IDP network in China is very small. I hope to be able to establish cooperation with the INSEAD China National Alumni Association and explore how we can promote the IDP programme in the large market.

Where will you fly to when you get on a plane next (and why)?

Regarding my next travel, as COVID has been well under control in China for almost one year, travelling within China is easy and common but going abroad is still (practically) not possible.

On my next trip abroad, I will certainly first fly to California to see my family whom I have not seen for a long time!

 

If you are an IDN member in China, please do reach out to Johan.

 

 

How having a board mentor supports lifelong learning

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How having a board mentor supports lifelong learning

As told to Karen Loon, IDP-C and IDN Board Member.

“Never hesitate to ask for guidance, empathy, advice and support” – Virginia Brumby Ferreira

Virginia Brumby Ferreira MBA’09J, a recent mentee in the 2020 INSEAD Directors Network (“IDN”) INsights Director Mentoring Programme is a typical INSEAD MBA.  After completing her MBA, she became an entrepreneur, leader, and board director.

“In true INSEAD spirit, I changed absolutely everything post-INSEAD: I moved to a new country, switched sector, and became an entrepreneur for the first time – in fact, the business I set up was my INSEAD MBA project!  A decade later, after the most challenging, fulfilling (and fun!) decade of my life, I am still running that same company. None of it would have been possible without my incredibly supportive INSEAD friends and network”.

As a result of her enthusiasm to give back, she has been an active member and has taken on board and leadership roles with the Singapore NAA, as well as the INSEAD Alumni Fund.

On how she developed her board portfolio, “’Pursue’ is not the right word; my board roles are more a consequence of my chronic inability to say no. Friends call me a ‘serial volunteer’ since I tend to constantly raise my hand and get involved in all kinds of projects, from fundraising to event organisation to helping out aspiring entrepreneurs and businesses with their strategy and communications. After years of involvement, there was a natural evolution into more board and leadership roles”, Virginia shared.

Lifelong learning from director mentors

In 2020, Virginia felt it was time to invest in her board career, and joined the INsights Director Mentor Programme.  She was matched with an experienced female board chair.

“Having been my own boss for many years, as well as an Entrepreneur-in-Residence at INSEAD, I was thrilled at the prospect of getting advice and guidance, instead of giving it!”

Virginia met her mentor, who was based in a different country, monthly, via Zoom.  They adopted a relatively informal approach that fit their personalities and goals for the programme, but with action points to follow up on after each discussion.

The range of topics discussed was also broad.  “Some of the subjects I most enjoyed discussing were the most unexpected – such as appreciating the role of serendipity in our personal and professional lives, knowing when it’s time to close a door, and making the ‘highest and best use’ of our most precious resource – time!”

Virginia enjoyed sharing experiences with her mentor.

“Being able to share openly with both my mentor about our respective journeys — including the disastrous moments! — helped me put my own challenges in perspective and find a way forward” – Virginia Brumby Ferreira.

Learning from director peers

Another benefit was having an opportunity to learn from and be supported by other mentees through the monthly mentee sessions.

“I found the group discussions with my fellow mentees both practical and inspiring. They shared a wealth of experience, and the overall atmosphere in the group of acceptance, inclusivity and encouragement was especially important during this roller coaster year”, she remarked.

Leveraging the power of the INSEAD network

Virginia suggests that new directors should seek advice early in their careers.  “Even the leaders we most admire and idolise (the mentors in this programme are excellent examples) didn’t get there on their own. Never hesitate to ask for guidance, empathy, advice and support”.

She highly recommends that a good place to start is to leverage the INSEAD community and in particular, in relation to board experience, other IDN members.

 

To find out more about IDN’s INsights Director Mentoring Programme, visit here.

 

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

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

INSEAD Corporate Governance Centre (“ICGC”)

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

 

Interview with Gbenga Oyebode, IDP6 2014, Trustee Ford Foundation

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“To be effective, new directors will require deep curiosity and an aptitude for analyzing a variety of information” – Gbenga Oyebode

In October 2020, INSEAD Directors Network (“IDN”) announced the four winners of the Inaugural IDN Awards 2020 for prestigious board positions.

The winners, which were selected from the 230 mandates, shared via the quarterly IDN Board Position Announcements, were selected based on the size and importance of the organisations they represented, their global relationships and the position at the board, in combination with pursuit of INSEAD’s mission ‘Force for Good’.

Four winners were selected, all of whom have an outstanding track record and have demonstrated the highest levels of integrity.

Gbenga Oyebode was one of the winners of the not-for-profit category.  We recently had the opportunity to ask Gbenga about his illustrious board career and his advice for aspiring directors.

Could you share with us how you obtained your first board role?  How have you built your board portfolio, both in your home country and overseas?  How have you decided on the types of organisations, industries and geographies where you would like to take up board roles?

My first board role presented itself in course of my legal practice. I served as legal adviser to a company in ownership transition and was eventually invited to join the board of the newly privatised company. I have never set out to build a particular type of board portfolio; instead the boards I have been involved with reflect my career as a lawyer, proclivity for investing, and are usually relevant to my passions and the change which I wish to see in the world (e.g. social justice, art, music).

I want to believe that organisations that invite me to serve on their boards recognise that I bring not only leadership and sound business judgment after 40 years of building my legal practice, but also investment expertise, a unique perspective and a global view given the multidimensional nature of my interests and relationships. In determining whether to accept a board role I lookout for alignment with the values of the organisation in terms of ethics, corporate governance and social responsibility and also consider my capacity to make the required commitment.

I have been lucky to include in my board portfolio a variety of companies including Access Bank Plc (one of the largest banks in Sub Saharan Africa), MTN Nigeria (the largest telecoms company in Africa), Nestle Nigeria PLC and many other global organisations.

Your board portfolio includes a number of not-for-profit boards.  What have been some of the focus areas which your not-for-profit boards have been focusing on in the past year?

The not-for-profit boards where I serve reflect the causes I am passionate about, such as social justice, education, philanthropy, music and the arts. For example, Ford Foundation aims to reduce poverty and injustice, strengthen democratic values, promote international cooperation and advance human achievement.   Teach for Nigeria, (were as I serve as Chairman) in partnership with Teach for All, is dedicated to ending educational inequity in Nigeria by building a movement of outstanding teachers and young professionals who are committed to expanding educational opportunity for all children in Nigeria. African Philanthropy Forum creates a platform for emerging African philanthropists to channel giving to strategic causes in Africa. Carnegie Hall, Smithsonian Museum of African Art, Jazz at Lincoln Center reflect my passion for the arts and music.

In the last year, most not for profit boards, like other profit making organisations have been focused on navigating the impact of COVID 19 on their sustainability and ability to execute their objectives. The disproportionate impact of the pandemic on the poor, vulnerable and marginalised has brought into sharper prominence the mission and objectives of many not for profit organisations, which seek to reduce poverty, provide equal opportunity and support vulnerable groups.

As a board chair, when selecting candidates for board positions, what are the skillsets and qualities of potential board members that you look out for?

As a board chair, when selecting candidates for board positions, I look out for the leadership experience, integrity, commitment, global view, business judgment, collegiality, and discretion. I believe that these are critical attributes required to succeed on any board.  In today’s world, gender and geographical diversity are also sine qua non for effective boards.

What is your advice to new directors on how they can best stay up to speed on governance and business trends?

The world is constantly changing and the effects of the Covid-19 pandemic will be with us for a long a time. To be effective, new directors should never stop learning, embrace change and leverage the power of technology. Staying up to speed with constantly evolving trends in this ‘new normal’ requires deep curiosity and an aptitude for analysing a variety of information. This new era of virtual meetings, work from home, greater work-life integration and efficiency are here to stay and will be reflected in our board practices as we adopt more environmental, sustainable and transparent governance models going forward.

 

By Karen Loon, IDN Board Member and Non-Executive Director.

 

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

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

 

INSEAD Corporate Governance Centre (“ICGC”)

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