Category Archives: News

2021 New Year Member Update

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2021 New Year Member Update

by Helen Pitcher OBE, President INSEAD Directors Network

Dear members – I trust that you are all well and are remaining safe in these interesting times.

2020 – A Year in Review

2020 was an extremely challenging, but interesting year for all of us as INSEAD Directors Network (“IDN”).  Our IDN board members have all continued to work hard to support our 1,500 members over the course of the year.  And like all of you, as board directors, IDN have moved our initiatives online and have been working in a more virtual basis.  Nevertheless, we believe that we provided significant value by supporting the lifetime learning of our members through our various initiatives which have run this year.  In addition to supporting initiatives of INSEAD, the INSEAD Alumni Association and the INSEAD Corporate Governance Centre (“ICGC”), our initiatives have included:

  • Webinars – Under the guidance of Liselotte Engstam, IDN ran 15 webinars for members this year, which covered a wide number of topics, from managing during COVID, cyber, digital and sustainability, as well as how to get your first board mandate, which are all very topical interest areas of members.

  • Mentoring programme – We also revamped our mentoring program for new board directors and ran a successful program for 26 pairs of mentors and mentees on a fully virtual basis. Our mentors were experienced directors, many of whom were qualified IDP-Cs. This program was viewed by both mentors and mentees as a success. We will be running this program again in 2021, under the guidance of Helen Wiseman.  We will be seeking mentors and mentees for the programme so please do support this initiative.
  • Ambassadors – Our network of 18 ambassadors under the guidance of Jeff Scott ran several in country initiatives to support our members over the year, many of which were on a virtual basis to allow our members to remain engaged with IDN, and to support their continuing education on a virtual basis. Events were held in geographies including Belgium, Singapore, France, the Americas, and Africa to share knowledge.  Please do connect with your local ambassador to find out more about initiatives in your geography.
  • IDN Inaugural 2020 Awards – Another new initiative we held in 2020, under the guidance of Thomas Seale was to recognise some of the most prestigious mandates which were awarded to IDN members. We awarded four of our IDN members with the Inaugural IDN awards for prestigious board positions. These were people who had been awarded what we have regarded as the most prestigious board positions, which were announced in our quarterly announcements, categorized into profit and not-for-profit categories. This included three female directors.

  • Advertising of board mandates – Under the guidance of Helen Wiseman, we advertised and placed a number of IDN members into international director positions.
  • Blog posts – In 2020, we also enhanced our blog posts where we have been sharing member viewpoints on topics of corporate governance, and providing our members who can’t attend our events, short summaries of discussions at our events. These details are shared via our social media on LinkedIn and Twitter.

Finally, to support our future growth, we have now established a legal entity in Singapore, INSEAD Directors Club Ltd. and have set up banking arrangements under the guidance of our Treasurer, Karen Loon.  This will support our further growth plans in 2021 and beyond.

What can IDN members look out for in 2021?

We expect to further refine and enhance many of the initiatives which we ran for members in 2020.  These include our webinars and our mentoring program, and continuing to support INSEAD and ICGC in Singapore and Fontainebleau, and collaborating more closely with the INSEAD Alumni Association and the National Alumni Associations around the world to support the lifetime learning of all INSEAD alumni.

Areas that we are working on in 2021 include:

  • Partnerships – We are on the lookout to partner with like-minded organizations who are interested in working with us to support our initiatives in corporate governance. If you do know of organisations who may wish to work with us on a global or local basis, please ask them to reach out to Dominic Nixon or Pamela Ravasio.
  • Ambassadors – We are looking to expand the geographical reach of our ambassador network in 2021. Watch out for further details.
  • Thought leadership – Representatives of our board have been working together with INSEAD faculty on various thought leadership articles on board dynamics and trends. Do sign up for our upcoming webinar on 8 February 2021 which will feature Stanislav Shekshnia, INSEAD Professor of Entrepreneurship and Family Business and Director of INSEAD Chair Program, and myself, Helen Pitcher OBE, moderated by Liselotte Engstam where we will discuss Modern Chair Practices.

We look forward to supporting our members on their corporate governance journeys. Please also do share with me or any of our board members feedback on how we can continue to support you as our members in your membership in your governance journey.

 

 

 

 

Helen Pitcher OBE, IDN President

Email – [email protected]

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.

To find out more about IDN, visit here

To join IDN, visit here

About INSEAD Corporate Governance Centre

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

 

32 board appointments for INSEAD Directors Network members

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32 board appointments for INSEAD Directors Network members

16 December 2020

Members Board & Corporate Governance Positions Announcement Q3 2020

INSEAD’s International Directors Network, IDN is proudly sharing the recent appointments 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 32 new board positions in 20 countries, summing up to 325 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 989 certified IDP-C/ IDBP-C directors, and our International Board Network IDN of INSEAD Alumni of 1,494 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

Doris Albisser – June 2019 & 2020 – SOS Children’s Villages, Austria, International Senate (NED), Member of Audit Committee (Not-for-profit, HQ Austria) & International Senate (NED), Leadership Selection Committee
Abdullah AlMutrif – September 2020 – Board Member at FTG BVI Private, Saudi Arabia
Stefan Buser – July 2020 – Board member, IBC Insurance Broking and Consulting Zürich AG (Private, Switzerland) & Board member, Audit & Risk Committee of Netrics AG (Private Equity owned, Switzerland)
Alexandra De Mello – August 2020 – Board member, Beyond Social Services (Not-for profit, Singapore)
Hamza Didaraly – September 2020 – Chairman, INNOVDEAL Capital (Private, HQ France)
Dominique Eeman – January 2020 – Chairman of the Board – Akkanto Communications Consultancy (Private, HQ Belgium)
Giulia Fitzpatrick – Jul 2020 – Independent Non-executive Director & Vice Chair at Quintet Private Bank (Switzerland) AG (Private,  HQ Luxembourg)
Daniel Frutig– Meier – July 2020, Vice Chairman, Fondation Art-Therapie, Geneva, Switzerland (Not-for-profit, HQ Switzerland)
Ioannis Georgoulas – August 2020 – Non-executive director at FXCM EU ltd, Cyprus (Private, HQ USA New York)
Michael Hilb – July 2020 – Member of the Board of Directors at Sigvaris Holding Ltd. (Private, Switzerland) and  August 2020 – Vice-Chair of the Board of Trustees at the Foundation for Value Creation (NGO, Switzerland)
Nooraya Khan – August 2020 – Non- executive Board Director at Nampak Limited (Listed, HQ South Africa)
Adrian Moors – September 2020 – Non-Executive Director, 96 Capital (Private, HQ South Africa)
Helen Pitcher OBE – Committee member ESG in addition to NED and Chair of Remuneration C&C Group plc (Private, HQ Scotland)
Enrica Rimoldi – March 2020 – Non-Executive Board Director, Chairwoman of the Audit Committee, Remuneration Committee member and Nomination Committee member at UniCredit Bank of Slovenija d.d. (Non-Listed, HQ Slovenia), April 2020 – Independent statutory auditor  at Cordusio SIM SpA (non-listed, HQ Italy)
Mark Shuttleworth – September 2020 – Non-Executive Director, JT Group Limited (Private, HQ Channel Islands)
Natalia Strelkova – July 2020 – Independent board director and Head of HR Committee, BioVitrum (Private, HQ Russia)
Doris Tomanek – September 2020 – Chairwoman of Advisory Board, MOVEEFFECT GmbH (Private, HQ Austria)
Nicolas Trentesaux – June 2020 – Executive Board Member , Roquette Poland (Private, HQ Poland)
Krisja Vermeylen – September 2020 – Board of Directors & Chair of the Remuneration Committee, Diaverum (Private, HQ Sweden)
Helen Wiseman – September 2020 – Board Chair, Elixinol Global Ltd (Listed, HQ Australia)

IDN Members – Board Directors

Armand de Villoutreys – September 2020 – Board member, Groupe Pochet (Private, HQ France)
David Eurin – September 2020 – Board member, West Indian Ocean Cable Company (WIOCC) (Private, HQ Mauritius), shareholder representative for Liquid Telecommunications and member of the Remuneration and Nomination committee
Wu Gang – April 2019 Chairman, Risk Committee, Ashurst LLP (Private, HQ UK)
Zeina Hatem – September 2020 – Non-Executive Board Director at EcoHydra Technologies Ltd  (Private, HQ UK)
Malin Holmberg – July 2020 – Non-Executive Board Member at Storytel plc (Listed, HQ Sweden)
Pascal Ravery – May 2020 – Executive Board Member, JCL Logistics SA (Private, HQ Switzerland)
Regine Slagmulder – July 2020, Non-Executive Director at MDxHealth (Listed, HQ Belgium)
Tom Stephenson– June 2020 – CEO and Board Member – Wittur Group GmbH – Germany

Previous announcements and more information

Previous board position announcements by shared by IDN;
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]

Getting your first board position

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Getting your first board position

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

What are the key actions that will increase the likelihood of getting your first board position?

INSEAD Directors Network (“IDN”) members recently had the opportunity to learn more about experiences and insights into the board recruitment process from four experienced IDN members:

in an exclusive webinar for members held on 1 December 2020 which was facilitated by IDN Board Member, Liselotte Engstam based in Sweden with Q&A support from Hagen Schweinitz, a fellow IDN Board Member based in Germany.

Participants heard from the panellists about their experiences getting their first board roles and growing their board portfolios.  They also had the opportunity to also to learn more about how an executive search firm can help directors.  Key advice by the panellists included:

  1. Invest in ongoing board education
  2. Have a clear vision on what roles make more sense to you
  3. Do thorough due diligence
  4. Build your board experience by collecting different facets of experience
  5. Don’t go it alone – find a mentor and a tribe to share and learn from
  6. Build your networks

Invest in ongoing board education

  • Continuous board education is important for all directors, even if you have had board roles as part of your executive career.
  • For international directors, consider both board education in your local market(s) as well as continuous education from programmes such as the INSEAD Directors’ Programme (“IDP”) and subsequently via the INSEAD Directors Network. The IDP programme provides participants with new perspectives including on the values and capabilities which they needed to act as independent directors and allows them gain greater perspective on the role of the board.
  • Keep your governance knowledge up to date but keep it practical and fit for purpose.

 Have a clear vision on what roles make sense to you

  • Do upfront research on what are the geographies, sectors and companies where you can and wish to best contribute. What is your unique selling proposition?  How many boards do you wish to be a director on?
  • Choose your targets by doing your research – what is the story behind the story i.e., what are they really grappling with at the boardroom table?  How might the current composition of the board be playing out?  Form a hypothesis and climb into the mind of the Chair.  What value do you bring both to the scenario and the different thinking styles and experiences of the board?
  • Get clear on your positioning so that people can easily remember you, build a networking plan (see below) based on the above research.
  • Prepare well for your interviews.
  • Collect your war stories for example from your executive, particularly crises requiring a collective with backbone to work through the issues, or influence across authorities – indicators of how you might perform on a board.

Due diligence

Be thorough on your due diligence on potential board roles.  Understand red flags and the culture of the organisation.

Build your board experience by collecting different facets of experience

  • Build your board experience by collecting different facets of experience to broaden your value offering for example industries, types of transactions/corporate actions, different stages in the life cycle etc.
  • Be willing to start on non-profit organisations and advisory boards.

Don’t go it alone – find a mentor and a tribe to share and learn from

  • Don’t go it alone, find a tribe to share experiences with and learn from (for example IDN, your local director association, Women on Boards).
  • Find a personal mentor (for example, a senior board director) who can help a new director to fine tune their communication styles for effective board decision making, taking into consideration personal values and styles. This will help you increase your confidence to look for further roles.  Consider joining IDN’s mentoring programme.

Networking externally and within your boards

  • Make yourself visible and able to be found. Ensure your LinkedIn bio is up to date.
  • Let people know that you want board roles (both your close contacts and more broadly).
  • Consider doing some public speaking at events or associations or industry specific events, writing a column in a publication or starting a business blog to position yourself as an expert worthy of being considered to sit on a board. IDN members may wish to volunteer to contribute to IDN’s regular blogs.
  • If you are not yet on a board, and still in an executive role, see if you can find opportunities to present in front of your current board to get familiar with the board rooms, dynamics, and structure.
  • Seek active endorsement and references from people who have seen you presenting and interacting in a boardroom.
  • Finally, if you are already on a board, don’t forget to focus on building strong personal relationships with your director peers and management.

IDN’s mentoring programme which is available exclusively for IDN members will be accepting applications in early 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 1500 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.
About INSEAD Corporate Governance Centre.
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

Cognitive Biases on the board & Corporate Climate Change Inertia

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Cognitive Biases on the board & Corporate Climate Change Inertia

By Pamela Ravasio, IDP-C and IDN Board Member

The influence of decision bias is nothing new when scrutinizing corporate governance. For good reason a not insignificant amount of time during INSEAD’s International Directors Programme (IDP) is spent looking into decision biases as well as learning about how to remedy them in the board context.

Further, we all are aware: The consensus that climate change is having already huge consequences not just for the planet but also on corporate operations, risk profiles and profits. And yet: by and large businesses continue to fail to adjust their strategic decision-making processes to become more climate viable. At best they have just barely started on their journey.

Why is that? As we look deeper into the corporate discourse on Climate Change, it becomes evident that one of the silent yet crucial culprits behind the climate change inertia lies in the cognitive biases at play in corporate decision making.

A recap on decision biases: What is it, and what types exist?

There exist a plethora of cognitive biases recognised in psychology and decision making theory. Only a subset however seems to be of practical relevance for the decision process on boards. Some of the most frequently encountered biases in this context are the Anchor Bias, the Loss-Aversion Bias, or Availability Bias – all of which are being looked into during the IDP.

Equally drawing from the IDP: A good part of the Fair Leadership Process is also intended to neutralise such decision biases, or at the very least to make them explicit and challengeable.

Decision Bias and ESG: Cause and Effect

A 2017 California Management Review article found that in the context of corporate decision processes related to Climate Change – notably on boards – four bias types are of particular relevance: Framing Bias, Optimism Bias, Relevance Bias, and Volition Biases.

What are those biases, what do they mean for boards in the context of strategic Climate Change decisions, and what can be done about it?

Bias 1: Framing Bias:

  • Definition: “Framing bias occurs when people make a decision based on the way the information is presented, as opposed to just on the facts themselves. The same facts presented in two different ways can lead to people making different judgments or decisions.” (Source)
  • Board decision impact: Already framing the issue for example as ‘Climate Change’ rather than ‘Global Warming’ or ‘Climate Emergency’ disguises the urgency with which actions are needed, as well as the extremely tight timelines, and concentrated actions and investments needed. Framing is often decisive in identifying how urgent, critical, and bottom line relevant an issue is.
  • What to do about it? Language matters. Choosing wording carefully is a good start. Spelling out underlying assumptions is another good way to get to a more realistic picture of reality.

Bias 2: Optimism Bias:

  • Definition: People tend to overestimate the probability of positive events and underestimate the probability of negative events happening to them in the future. (Source)
  • Board decision impact: An example of the optimism bias in action is the assumption that advances in technology and innovation will allow us to revert Climate Change at a later date. Through such assumptions, responsibility is shifted away from the current context, and leads to inaction in the present.
  • What to do about it: Brutal honesty is necessary – and some significant efforts around spelling out what worst case scenarios could and would look like. Can a company successfully survive a worst case? And how exactly?

Bias 3: Relevance Bias:

  • Definition: Our subjective understanding of how important and critical an issue truly is, based on what we know or think to know. (Source)
  • Board decision impact: An example of this bias in action is that we all know that temperatures will rise between 2 and 5 degrees Celsius still this century. And yet – subjectively those temperature rises seem to be inconsequential. The reason being that as human beings – and as a consequence also in the professional roles we embody – we are already primed to ignore it.
  • What to do about it: Investigate how the information is anchored. For example in the above case, a 2 degrees temperature rise would be perceived through a subjective lens and set of experiences. Next, work on replacing those subjective views through a more objective, data driven but equally tangible (experiential, pictorial) description of the same, with the intent to replace the subjective experiences through those rooted in objective knowledge.

Bias 4: Volition Biases:

  • Definition: Broadly, these are errors in judgement that result from deferring responsibility (‘it is not my problem’), and can come in many forms such as through deference to authority or the ‘others do it as well effect’. (Source)
  • Board decision impact: Being reluctant to act because of an absence of a legal enshrined ‘level playing field’ is one of the most frequently cited versions of a Volition Bias. Another example is when companies finger point other players in their industry, say for not paying a living wage, and in this way justify their own behaviour and inaction.
  • What to do about it: Ask the question “What should the company (the board, the individual) do if the responsibility for change was theirs, and theirs alone?”

Conclusion

Climate Change “is the predominant moral issue of the 21st Century” (James Hansen, NASA climatologist). And yet, a recent survey shows that only 17% of Board of Directors serving on Sustainability committees have sustainability expertise. (Source, page 12).

Hence, while we’re waiting for boards to get their sustainability literacy up to speed and at a level comparable to their financial literacy: taking concrete measures to recognise, and remedy existing cognitive biases and their impact on decisions related to Climate Change action, is an effective, reasonably simple to grasp and implement, low hanging fruit that no doubt bears a considerable harvest.

 

Webinar: Sustainability and Climate in Strategy and Board Agenda

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Webinar: Sustainability and Climate in Strategy and Board Agenda

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

With climate challenges increasing, the board has a responsibility to assess the impact and define strategies to handle the risk.  Are we as board members doing enough?  Do we understand how to address the topic?  What are the challenges and opportunities here?

INSEAD Directors Network (“IDN”) members had the opportunity to listen to Lise Kingo, IDP-C, NED and former executive director at UN Compact and Novo Nordisk, Stig P Christensen, IDP-C and NED, and Silvio Dulinsky, Head of Business Engagement Latin America, World Economic Forum held on 18 November 2020 in an exclusive webinar for members which was facilitated by IDN Board Member, Liselotte Engstam based in Sweden with Q&A support from Hagen Schweinitz, a fellow IDN Board Member based in Germany.

Top left – Lise Kingo, Top right – Silvio Dulinsky.  Bottom – Stig P Christensen

In their introductory remarks, the panellists covered three areas:

Responsible business is now a board and senior management agenda however climate and social inequality remains far behind

The Sustainable Development Goals were issued out five years ago.  Whilst there is much broader recognition that responsible business is now a key board and senior management agenda topic, after five years, we are still very far behind in the whole climate area and also social inequality.

Due to the huge gap and climate emergency across the globe, the whole area of climate change has developed and is now one of the most mature areas in relation to how companies can control, manage and set good risk and targets.  In particular, the financial community has put climate risk as a key priority through how they are setting targets.  Another recent initiative is that investors want to know how companies put climate risk costs into their accounts.

Climate will continue to stay on the board and management agenda.  However, companies need to develop more holistic approaches to running their businesses when it comes to ensuring a successful transition to a net-zero economy. There are a number of tools and initiatives in place to support board members in this process, which means there’s no reason for boards not to stat working on a transition strategy.

We are beyond a tipping point in relation to climate.

  1. We are beyond a tipping point – We have no time to waste. Policy-makers and business leaders have to their best to rapidly implement new ways forward, as younger generations are demanding.  Investors are increasingly more supportive of these changes.
  2. Green and digital is core business – There is currently a risk for boards to get stuck on the compliance and risk agenda and not address opportunity agenda. It is often hard for boards to have strong and precise discussions and evaluation of the opportunity side.  Boards should push this agenda beyond climate.  The way forward requires innovation of the regulatory framework which is currently work-in-progress.
  3. Open the windows and doors – Look outside beyond the borders of your company and M&A objectives you are facing with a systems lens on. Create symbiosis between different companies and sectors.
  4. Listen to the crowds – They can’t be on the boards, but they have to be heard by the company.

Tools are available to support boards. A value chain approach should be adopted.

Tools are available to support boards in relation to setting up effective Climate Governance.  Specifically, there are eight climate principles outlined in the World Economic Forum White Paper “How to Set Up Effective Climate Governance on Corporate Boards – Guiding principles and questions”.  These are:

  • Principle 1 – Climate accountability on boards
  • Principle 2 – Command of the subject; boards need the knowledge to debate and stay informed re climate related decisions.
  • Principle 3 – Board structure; the board structure needs to be effective to embed climate in the decision-making processes of the board and senior management.
  • Principle 4 – Material risk and opportunity assessment; management should assess and manage short, medium and long term climate related risks and opportunities.
  • Principle 5 – Strategic integration; management should integrate climate considerations into their strategic and financial planning of the company
  • Principle 6 – Incentivisation
  • Principle 7 – Reporting and disclosure; reporting and disclosure should be undertaken with the same rigour as a financial report.
  • Principle 8 – Exchange; engage peers, regulators, investors and the whole value chain in the process.

All companies, including SMEs are crucial in relation to transforming value chains.  The role of the board is to support the broader value chain changes required.

A challenge is how can we bring on board others who are not yet convinced on the importance of the issue.  The Chair and CEO as well as a critical mass of directors play a critical role to put climate on the agenda of the board to support driving the change.

Top – Liselotte Engstam.  Bottom – Hagen Schweinitz

Following the opening remarks, the panellists and IDN members engaged in lively discussion in relation to topics including:

  • The importance of getting climate on the board agenda.
  • Being proactive on climate before rules becoming mandatory. Global requirements on climate are increasing rapidly.
  • Leadership agenda – Set goals which are not only financial, but also deal with other areas including climate, diversity etc. to drive the change agenda. The importance of the role of the board to drive this.
  • The increasing focus on climate being placed by investors in more recent times.
  • How do boards look at the risks and opportunities in relation to climate?
  • Sustainability reporting including accountability, accounting and valuation considerations.
  • Directors’ fiduciary duties in relation to climate.

As Liselotte Engstam concluded:

“There’s no question that we need to have increased focus from board directors, and it also needs to be more inclusive and holistic, and we are getting much more attention from investors… Don’t just look at this as negative it’s a fantastic time especially now to look at (it as) a source such as an opportunity to rethink and re-set”.

The next exclusive IDN webinar will be on Getting your First Board Mandate which will be held on 1 December 2020 at 1200 – 1300 CET.

 

IDN Webinar: Governance in a post-Covid World Lessons from Africa

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IDN Webinar: Governance in a post-Covid World Lessons from Africa

By Adrian Moors, EMBA (2004), IDP-C, and IDN Mauritius/South Africa Ambassador

What are the learnings from Covid-19 and how are these being utilized in Africa to help enhance governance in a post-Covid world?

These were the questions discussed in an INSEAD Directors Network webinar, Governance in a post-COVID World – Lessons from Africa held on 4 November 2020.

The webinar was opened by Adrian Moors, EMBA (2004), IDP-C and IDN Mauritius/South Africa Ambassador, and moderated by Liselotte Engstam with support from Hagen Schweinitz, both IDN Board Members.

The panellists were:

The key highlights of the discussion were:

  • Africa is a complex and challenging environment.
  • There are negative perceptions of the continent.
  • However, there are also a number of opportunities.
  • Corporate governance is critical to realise these opportunities in a sustainable manner.
  • There are essential learnings and aspects of governance in Africa that could assist in this regard, particularly in a post-Covid world.

The key points discussed were:

Africa is a diverse continent

There is Anglophone, Francophone, Lusophone and Maghreb Africa. There are a number of programmes, and corporate governance codes being adopted across the continent. Many of these are linked to the King Code and OECD guidelines. Although the codes vary across the Anglophone, Francophone, Lusophone and Maghreb countries, the narrative around Corporate Governance is changing and complexity being removed.

Codes are also being developed and adopted across the Private Sector and State-Owned Enterprises with sustainability becoming a key element through the Global Reporting Initiative Standards.

Impact of Covid-19 on corporate governance

Covid-19 has highlighted the need for enhanced governance and sustainability for entities. This is also being supported by governments and the African Corporate Governance Network as composed of Institutes of Directors of about 30 African countries, including through virtual training and networking forums.

For example, following governance challenges within KPMG South Africa, the organisation restructured its board by including a number of non-executive directors and a non-executive Chairman.  In order for corporate governance to have meaning and become embedded in an organisation, it has to become part of the culture.  This needs to be underpinned in a real manner by the organisation’s purpose and values.

Governance in family businesses is often informal but underpinned by family values and thus embedded. In many instances it is better than that of listed companies.  Covid-19 has enhanced family businesses’ clarity of purpose and sense of responsibility towards the communities in which they operate.

Covid-19 has brought about significant changes to corporate governance practices and the manner in which boards operate in Africa, including:

  1. Regulators having to change and adapt their processes (e.g. allowing virtual Board Committee and Board meetings as well as Annual General Meetings)
  2. “Paternalistic” and “older” directors being forced to accept a more modern manner of operating.
  3. Staff welfare being prioritized while also having to develop accountability with remote working.
  4. The importance of CSR being elevated with companies that have traditionally neglected their social license to operate being penalized in the market.

It has also accelerated the implementation of initiatives such as linking objectives with performance (in the new remote environment), addressing CEO succession and managing risks, the information gap and fair process

The traditional limited transparency around board and organisational operations in Africa is no longer sustainable.

Understanding Africa

Board diversity in Africa is an important issue. It is not just about race, but also language and tribal.

Awareness of this and a local understanding is critical to successfully operate on the continent.

It needs to be addressed and can be done so through the right local structures and representation.

Having a “big bang” approach to improving governance as applicable to the Mo Ibrahim arrangement, is not practical and should be scaled up in a thematic approach to happen incrementally.

Along with the IDN members and ambassadors, other organisations that can assist in addressing this and finding local directors include the Institute of Directors and major accounting firms.

Conclusion

In conclusion, a learning from Africa is that it is essential to embed good corporate governance to protect business for the future and to grow in a responsible manner.

Chairman of the Future: Diversity at the Top

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By Helen Pitcher OBE, IDP-C, President of INSEAD Directors Network, Experienced Chairman, NED and Board Committee Chair

The sustainability of companies and businesses to contribute and benefit all of their stakeholders, is increasingly at the forefront of the minds of Politicians, Regulators, Society Pressure groups and Individuals.

Business of the future

The journey of Boards over the last 10 years towards greater diversity has seen a significant shift and we are starting to see the benefits of these more diverse Boards performing effectively in response to a wide range of challenges.  However, we also need to focus more fully on the diversity drive for the Chairman role, both to reflect these recent diversity gains on our Boards and to provide Leadership and a catalyst for increased change and action from our Boards.  It is time to stop the wastage of talent and get on with the job of facilitating women to achieve the top roles in our companies, we cannot afford to ignore 40% of the potential candidates.

The skills of chairman

The research from INSEAD suggests that there is very slow progress in this area, in the UK for example, if we do nothing, it will take until 2027 to achieve 20% of women as Chairman of our Boards (INSEAD Research by Professor Stanislav Shekshnia).  We need to accelerate the pace of change and ‘skip’ a male generation to drive the appointment of female Chairman more quickly and beyond that 20%.

As you look at the skills and expertise required to be an effective Chairman- the evidence for what makes an effective Chairman is very clear.  The skills that emerge as critical and defining are; an ability to influence others without dominating, having an engaged vision of the future, strong emotional intelligence and coaching skills. These Behavioural-Emotional skills are to the fore are with, the ability to build trust upon which people can rely.

“To be effective, Chairman must recognize that they are not commanders but facilitators. Their role is to create the conditions under which the Board can have productive group discussions. They should recognize that they are not first among equals. They are just the person responsible for making everyone on their board a good director.” (Professor Stanislav Shekshnia INSEAD-Leading from The Chair Programme).

Why do we need to accelerate the pace of change?

Without intervention the progress to women in the Chairman role is too slow; the target should be to get to 35% by 2025 and 50% by 2027.  While the general diversity debate has moved on, advancements towards Women Chairman are pitiful, with still too many active resistors, Headhunters, Chairman, Nominations Committees, and perpetuating stereotypes that you need 10 years Board experience to be considered.

More Women in the Chairman role can help rebuild the trust in our companies and build businesses that deliver business performance combined with social and environmental benefits, leading to greater sustainability in our society.  The social case for women Chairman is clear, ranging from societal benefits, to greater empowerment and inclusion of women, visible role models, as well as access to a broader talent pool and range of diverse skills.

There is a growing and enthusiastic enclave of advocates for the acceleration of progression of Women into the Chairman role across many influential groups, however there is still an inertia of action.  Consequently, in the UK we have started the ‘Diversity at the Top’ initiative as an advocacy group to focus on this Female Chairman issue.

Blockers to progress

Women themselves will also need to bolster their resolve, expressing the ambition to be Chairman and reducing their self-limiting belief that it is beyond their grasp.  They need to overcome the mind-set which causes them to seek to ‘over-qualify’ and be ‘over-capable’ before targeting themselves at the role.

Educating Nominations Committee members in how to formulate gender neutral job and person specifications is key, along with conducting a detailed skills audit of the Board with Diversity as a core dimension. This is best practice, but not universally applied.

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

There needs to be more active sponsorship and development of women at the Board level to engage with development for the Chairman role.  This needs to go beyond the typical Big Four Information sessions on Audit/Risk/Cyber/Governance, into a more creative development framework of Board level development. This will require women to step beyond the existing Board for their development, recognising that many Boards already have limited time allocated to develop knowledge and the interpersonal dynamics within the Boardroom.

We need to increase our ambition and pace of change; it is time to drive practical and direct action to accelerate the acquisition of more female Chairman right across our companies.

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

As a practical step in the UK the ‘Diversity at the Top Initiative’ gathered together a group of likeminded people from a range of backgrounds who are committed to increasing the number of Female Chairman, as an exemplar of Board performance and a beacon for the diversity of their Executive pipelines.  This group has focused on ‘The Future of Woman Chairman’, over a series of meetings and discussions, and provided a spotlight on the issues and more importantly the potential solutions to this logjam.

A summary of their deliberations and Action Plan, identifying the most important areas to highlight to ‘move the dial’ can be accessed at here.

 

 

Boards and Sustainability: From Aspiration to Action

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Boards and Sustainability: From Aspiration to Action

Boards of directors can play a critical role in determining how much attention their firms pay to sustainability.

In this article, Craig Smith, INSEAD Chaired Professor of Ethics & Social Responsibility and Ron Soonieus, INSEAD Executive in Residence and Chairman of the Dutch NAA Sustainability Club explain how boards can turn their aspirations for sustainability into meaningful action, particularly in light of the fundamental questions boards should be asking in the wake of the COVID-19 pandemic.

From the authors:

“This article is our most elaborative on the subject to date. It includes a fresh take on our “Five Archetypes of Board Sustainability Behaviour”, new insights, recommendations, and our view on how COVID-19 changed nothing (and everything) for boards.”

First published by Management and Business Review.  To read the full article click here.

Synopsis

Boards of directors are vital to firms taking substan­tive action on sustainability. While prior research has suggested that boards pay little attention to the topic, a recent survey by Board Agenda suggests that many individual board members have ambitious aspi­rations for sustainability. Unfortunately, respondents also feel that their companies lack the people, knowl­edge, and tools to take action. We interviewed twen­ty-five directors from the boards of well-known firms, examining the obstacles to greater board engagement with sustainability, including board members’ charac­teristics. In analyzing interview responses, we found five distinct archetypes of board member behavior. These profiles help explain the divergence between the attitudes of board members toward sustainability and the frequently inadequate action of the board as a whole. Our findings suggest ways to motivate each type of board member and the value of auditing the knowledge and mindset of board members toward sus­tainability, offering six approaches to strengthening board engagement with sustainability. While the eco­nomic effects of the COVID-19 pandemic might appear to reduce businesses’ ability to become more sustain­able, we believe the wise course is to focus on the longer-term trend toward meaningful action. We are con­fident that many board members will agree.

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Confronting Governance Conundrums in an Era of Change

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Confronting Governance Conundrums in an Era of Change

How have the role and focus areas of boards been evolving as the corporate landscape has changed? 

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

On 16 October 2020, a diverse panel led by Helen Pitcher OBE, IDN President discussed “Confronting Governance Conundrums in an Era of Change” in a session held as part of the INSEAD Directors Forum.  Panellists included:

  • François Bouvard, Vice Chair of Institut Français des Administrateurs & NED
  • Karina Litvack, Non-Executive Board Director, ENI S.p.A., Executive Board Director, Chapter Zero, Member of Board of Governors, CFA Institute, Non-Executive Director, BSR
  • Elena Pisonero, Chairperson of Taldig and former President of Hispasat, former Spain’s Ambassador to the OECD; former Secretary of State of Trade, Tourism and SMEs in Spain

The panellists discussed a wide range of topics including:

  • What COVID has meant for boards
  • Digitisation and data
  • Changes in corporate governance in the future
  • How will the role of directors change in the future?

 What COVID has meant for boards

Over the past nine months, COVID has significantly changed our world.  Whilst some companies anticipated some of the changes, others were less prepared for them.  For many companies, it has created an acid test for workforces, management and boards who face big challenges ahead.  As management may not have enough time to focus on strategy and “reset”, there may need to be a big shift in the roles of management and boards.

The acceleration of change has also brought to the forefront companies which were less or more prepared due to their digital structures.  Those companies which identified the transition of change in society prior to COVID have been transitioning this fairly well compared to sectors which are struggling because they are still doing business in more traditional ways.  COVID has emphasised the need for boards and management to work more closely together to identify the future needs of stakeholders at large, not just shareholders.

The pandemic is an example of a systemic risk – something that none of us can solve because it needs to be solved at a systemic level, but all of us suffer the consequences of if it’s poorly managed, therefore, what are we going to do?  In considering the systemic impact of the pandemic, a broader question some companies have been considering is do boards understand systemic risk, do they talk about it, do they discuss it?  What can they do as companies to influence systemic preparedness, and is there a role for business in influencing the policy environment and the big social infrastructure investments that are made to protect both the society and business environment?

Some panellists feel that it is time for companies, led by their boards to introduce more ‘out of the box’ thinking and change the role of governance.  Boards and companies should not only be considering what they can control but think more broadly about all the things that are going on.

Digitisation and Data

Many companies have a misconception or misunderstanding of what digital is – it is what we can do with connectivity but doing things in a different way. Digital technology is the tool which allows companies to better reach their purpose.

Increasing the extent of use of digital should be viewed as a cultural change; it is not a matter of introducing new processes or new titles for the C-Suite.  It is how companies combine digital and physical means.  Companies need to have a mindset change and consider their whole value chain and how they can better manage and identify best opportunities to change their business models in order to thrive.  Companies cannot succeed at affecting this transformation unless they put people at the centre of it.

One suggestion was that in order to be better prepared for more digitalisation, companies should introduce ‘D’ in ESG because we should introduce as much data as we can to improve our decision-making processes.  Data is a crucial part of a digital mindset to improve decision making and identify and anticipate future risks.

Changes in corporate governance in the future

Boards are now looking at how they govern their companies more holistically, shifting discussion towards stakeholder governance rather than just shareholder capitalism.  Many companies are starting to address human issues (i.e. talent development) more effectively and are connecting the dots in terms of digital to human elements, recognising that at the end of the day that key stakeholders are customers and employees.  Digital has been providing companies ways to be more efficient.

Whilst sustainability is more on the mind of everyone, many companies are struggling with shorter term issues, so have pushed some longer-term questions aside for the moment.  This will continue if the pandemic drags on.  However, boards and management do need to revisit the way they work together on strategy in the longer term.  Whilst in the short term, companies may have lost focus on sustainability, in the longer term the view is there needs to be much more focus on this area as companies have a societal responsibility and everything they do should link back to the organisational purpose.

It is likely that the amount of time which boards spend focusing on more “out of the box” discussions in the longer term will expand, given that CEOs and management teams are required to spend much more time on shorter term issues.

How will the role of directors change in the future?

As the whole landscape changes, directors will also need to change.  This should start with the board of directors.  To be on top of all the issues, not only do they need to be open, read a lot and network well, they need to continue to improve their soft skills to be able to support their CEOs and teams in a supportive and yet challenging way.  Boards need to increasingly take a holistic view of their stakeholders, as well as how they support the development of talent, and how they use digital and data.  There is also likely to be much more interaction between boards and management, often digitally.

Behavioural Risk Management Matters – Be aware

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Behavioural Risk Management Matters – Be aware

By Ard W. Valk, Luc Albert and Déborah Carlson-Burkart

As illustrated in the previous article, it is not that difficult to list a number of operational risk management failures, including fraud and corruption scandals, non-compliance, as well as major accidents. The London whale, the Libor-scandal, material fines for banks for lacking anti-money laundering controls, the BP oil spill and its consequences, to name a few.

A common denominator and explanatory factor seems to be – surprisingly – human behaviour.

Risk management practices have devoted a great deal of attention to develop standard frameworks and hard controls in terms of design, existence and operating effectiveness. But behavioural and cultural aspects – the soft side – are less frequently addressed.

It is too simple however, to assume that assessing and improving human behaviour only is enough to prevent operational risk management failures.

In this article, control frameworks and individual behaviour are connected to organisational culture.

The internal or “hard control” factor

After emerging scandals that originate from fraud and similar types of failure, the classical response by regulators has been to impose regulations – mostly with regard to finance and risk legislation (Basel II, Solvency III, IFRS 9) – and to tighten them on a regular basis. Following new legislation, the regulator requires companies to adapt internal control frameworks accordingly. Key elements of controls are planning and control, tasks, responsibilities and authorisations.

Corporate governance codes (also) describe internal control requirements. If well implemented, this leads to the publication of a so-called “in control statement”, approved by the managing board, and reflected in the company’s annual report.

Another internal source for controls are the so-called risk & control self-assessments in which companies make an inventory of their most important value chains or processes. Key risks are identified which might materially impact the achievement of defined goals (likelihood and impact) and for which key controls are developed in order to manage, mitigate and monitor these key risks.

These type of controls, which originate from different sources, can be clearly identified. As they are relatively simple to test, they can be seen as hard controls.

According to COSO[1], commonly accepted objectives of a sound internal control framework are: effectiveness and efficiency of operations, reliability of financial reporting, compliance with applicable laws and regulations.

To this end and as described by the COSO, internal control must have five components: Control environment, control activities, risk assessment, information and communication, and monitoring. A typical example of a combination of hard controls is a risk management framework.

The human or “soft control” factor

In 2010, Prof. Dr. Muel Kaptein, KPMG Netherlands, researched the “human” root cause behind 150 corporate risk management failures. He discovered that they could all be linked back to one of eight “soft controls” that influence employees’ behaviour: clarity, role modelling, commitment, achievability, transparency, “discuss-ability”, accountability and enforcement. Consequently, he built a framework and methodology around the concept of soft controls which helps to understand, identify, measure and monitor organisational culture (see annex)[2].

Soft controls intervene in or appeal to employees’ individual performance (based on conviction and personality). They also provide insights about employee’s drive, loyalty, integrity, as well as their standards and values.

Soft controls generally include less-objective measures, like culture and the behaviour of management and employees. Inadequate soft controls can have a major impact on the achievement of business objectives. Hence, the upside potential for the company’s development is substantial, if these eight soft controls are adequately adopted and incorporated.

Soft and hard controls: A fine balance

Soft controls influence behaviour and can help with achieving goals and managing risks. They do not replace legislation, rules, protocols or procedures. Written hard controls are a strong fundament to show what the company control framework looks like. They also allow the company to provide proof to boards, regulators and other stakeholders that the company is in compliance with law and regulations.

But it does not stop with design and existence of a – hard controls- framework, as it is all about operating effectiveness.

Hard controls prove ineffective if they are not communicated, misunderstood, evaded or even deliberately neglected. Implementing hard controls in an environment without enforcement, accountability, or commitment (see annex) is doomed to fail.

Soft controls and the implicit conduct going along with them, serve as lubricating oil; without it the machine cannot run. Hence, soft controls can improve the operating effectiveness of hard controls, but it is not the other way round.

How to connect hard and soft controls?

One should start at the organisational level, once convinced that when behaviour improves, the chance of effectively implementing the hard control framework and of incidents occurring, decreases at the moment soft controls are prominently visible in an organisation.

Organisational culture is expressed in values and behavioural standards an organisation considers important. One of the most important indirect behaviour influencers within an organisation is the organisational culture. Behavioural standards can be set by using soft controls and determining ambition levels.

Defining and achieving a desired organisational culture is difficult. Soft controls are less tangible and there is often no strict standard against which they can be tested. The culture being aimed for should be transparent to all stakeholders and ethically sound.

At the moment an organisation is prepared to learn from failures and mistakes -materialised risks- and turns them into lessons learned in order to reduce likelihood and impact if it should occur again, we are there.

The most indirect behavioural influencer is management behaviour, including their leadership style and role modelling (“tone at the top”). In addition, awareness training, skill improvement and actively encouraging interventions at individual level are instrumental to achieve the desired organisational culture.

Behaviour and culture are an integral part of managing risks: Effective risk management is only possible if structure (hard controls) and culture (soft controls) are in balance. No matter how clearly risk appetite and controls are defined, people working in the company will not consistently make the desired decisions, unless corporate culture encourages them to “do the right thing” naturally.

The benefits of applying soft controls and paying attention to the human factor

As mentioned earlier: When behaviour improves, the chance of incidents occurring decreases.

But there is more.

When role modelling, enforcement, “discussability” and accountability are vividly present, it will open the door for continuous improvement. A critical attitude with regard to the going concern of a company in many aspects will improve the framework, can help in pro-activity and creates the fundamentals for a learning organisation.

Board member awareness and key learnings

Based on the important combination between hard and soft controls, board members should be aware of the following key learnings:

  • Human behaviour is a risk factor
  • In addition to hard controls, soft controls are necessary
  • Hard and soft controls interact
  • Design and existence of a risk framework on its own is not sufficient
  • Soft controls are a conditio sine qua non for operating effectiveness
  • Soft controls open the road for continuous improvement
  • Tone at the top starts in the board room

Concluding: A Board must really understand the company’s risk culture and the human factor and respective behaviour in order to set an effective risk framework and create the conditions for continuous improvement.

 

Author Ard. W. Valk IDP-C is a risk manager, Independent Board Member- Non-Executive Director and Independent Risk Advisor

Co-Author Luc Albert IDP-C is an Independent Board Member

Co-Author Déborah Carlson-Burkart IDP-C is a lawyer and independent board member

Annex

Soft controls – What does it mean?

Enforcement Is desired behaviour rewarded and undesired behaviour sanctioned?
Call someone to account Are people being held accountable by others in the organization for misconduct?
Discussability Do people feel comfortable to voice their opinion, raise issues and discuss dilemma’s?
Transparency Is people’s behaviour visible to others?
Achievability Are activities/targets realistic?
Commitment Do employees feel motivated and engaged to follow the rules?
Role modelling Do managers set a good example?
Clarity Are rules, procedures and desired behaviour clear?

[1] This most well-known and used definition, by both professionals and academics, is originating from the Committee of Sponsoring Organizations of the Treadway Commission or COSO (1992), which provided a first conceptual framework to internal control.

[2] Dr. M. Kaptein, Wallage P., Assurance over gedrag en de rol van soft-controls: Een lonkend perspectief, 2010, KPMG.