Tag Archives: #BOARD

Four Winners of the Inaugural IDN Award for prestigious board positions

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October 16, 2020

Four Winners of the Inaugural IDN Award 2020 for prestigious board positions

The INSEAD Directors Network (IDN) is an official Global Alumni Club, whose mission is to foster excellent corporate governance through networking, communication and self-improvement.

Our more than 1500 Alumni work on boards around the world, sharing knowledge and managing businesses across all industrial sectors. They also provide invaluable support for Not-for-Profit organisations.

We want to celebrate this success by recognising some of the most prestigious mandates that have been given to IDN Member.

The winners were selected from the 230 mandates, shared via the quarterly IDN Board Position Announcements*.

Selections were based on the size and and importance of the organisations they represented, their global relationships and the position at the board, in combination with pursuit of  INSEADs mission ‘Force for Good’. Four winners were selected, which all have an outstanding track record and have demonstrated the highest levels of integrity.

The winners are:

Not-for-Profit Category

 

Carole Ackermann

 IDP 8 2015

Chair

École hôtelière de Lausanne

 

Gbenga Oyebode

 IDP 6 2014

Trustee

Ford Foundation

 

For-Profit Category

 

Anita Hauser

 IDP 5 2014

Board Member

Roche Holdings AG

 

Denise Koopmans

 IDP 10 2015

Board Member

Swiss Post

 

A task force including four members of the IDN Board worked to define the selection critieria and examined the candidates. Selection criteria included: position shared via the IDN quarterly Board Position, candidate holding INSEAD Directors Program Certification IDP-C, excluding current IDN board members, the size and importance of organisation, pursuit of INSEADs mission ‘Force for Good’. Verifications were made by INSEADs Corporate Governance Centre and the winners were unanimously supported by the full IDN Board.

The awards was presented at INSEAD Directors Network 2020 Annual General Management Meeting.

 We congratulate the winners. They reflect well on IDP, INSEAD and IDN and we can be proud of their achievements.

 

On behalf of the IDN Board,

The Award Task Force Members,
Jeff Scott, Hagen Schweinitz, Thomas Seale and Helen Wiseman.

*Ref. Latest of the quarterly IDN Board Position Announcements Sep 7, 2020.

55 additional board appointments for INSEAD Directors Network members

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55 additional board appointments for INSEAD Directors Network members

Members Board & Corporate Governance Positions Announcement 2Q – 2020 

INSEAD’s International Director 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 55 new board positions in 22 countries, summing up to 293 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 1,302 participants, with 986 certified IDP-C/ IDBP-C directors, and our International Board Network IDN of INSEAD Alumni includes more than 1,475 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

Céline Abecassis-Moedas – June 2020 – Non-executive Director at Vista Alegre Atlantis (Listed, HQ Portugal)
Carole Ackermann – April & June 2020 – Non-Executive Director at BNP Paribas (Suisse) SA (Private, HQ Switzerland),  Chairman at École hôtelière de Lausanne( Private, HQ Switzerland)
Xavier Bedoret – May 2020 – Independent Expert Member of the Audit Committee at Radio & Television Belge (Public Sector – Brussels)
Stefan Buser –June 2020 – Board member at Netrics AG (Private, HQ Switzerland)
Elisabetta Cugnasca – March and April 2020 – Board, Management Controlling Committee & Supervisory Body member at IW Bank (Private, HQ Italy), Board member of “Be Shaping The Future DigiTech Solution” (Private, HQ Italy)
Lale Develioglu – April 2020 – Independent Board Director at Aksa Akrilik (Listed, HQ Turkey)
Yves Elsen – April 2020 – Non-Executive Director at Ardagh Group S.A. (NYSEC Listed, Grand Duchy of Luxembourg)
Liselotte Engstam – June 2020 – Board Member at Institute for Management of Innovation & Technology (Foundation, HQ Sweden)
Ozgen Etker Simons – January 2020 – Non-Executive Board Member at Lake Geneva Investment Partners (HQ Switzerland)
Gerry Fitzpatrick –May 2020 – Independent Non-executive Director, Zurich Life Assurance PLC, Young Social Innovators Ireland
Barbara Frohn – May 2020 – Chair of the Supervisory Board at Citigroup Global Markets Europe AG (HQ Germany)
Daniel Frutig-Meier – May & June 2020 – Member & Delegate of the Board at Lerch AG – Winterthur/Switzerland  (Private, HQ Switzerland), Vice Chairman of the Board at Arviem AG – Baar/Zug (Private) and Board member at Misanto AG (Private)
Rutger Groot – March 2020 – Supervisory Board Member at Netherlands Africa Business Council
David Haglund – June 2020 – Non-Executive Board Director at Aramex (Listed, HQ UAE)
Denise Koopmans – August 2020 – Member Supervisory Board, Chair Remuneration Committee, Royal BAM Group NV (listed, HQ the Netherlands)
Joachim Kuske – April 2020 – Board Member at Luxembourg Director Institute (ILA) (NGO, HQ Luxembourg)
Karen Loon – January 2020 – Vice-Chair and Singapore Councillor at Chartered Accountants Australia New Zealand Singapore Council (NGO Professional Body, HQ Singapore)
Bert Meerstadt – June 2020 – Chairman of Supervisory Board at CB Logistics (Private, HQ Netherlands)
Bruno Mercier – June 2020 – Non-Executive Director at Bluemoon Holdings (Private, Cayman Islands)
Dominic Nixon – December 2019 – Chairman, Board of Governors at Tanglin Trust School (Private Education Sector, Singapore)
Gbenga Oyebode– November 2019 & March 2020 – Board of Trustees Member at Ford Foundation (Not-for-profit, HQ USA), Board of Trustees Member at The Africa Center (Not-for-profit, HQ USA), Non-executive Director at Lafarge Africa PLC (Public, HQ Nigeria)
Monica Porfilio – October 2019 – Non-Executive Board Director at Nature Investments S.àr.l.
Karl Reynders – February 2020 –Non-Executive Director at ELBA NV (PE-owned, HQ Belgium), Board Member at Indigo B Professional Services Pte Ltd (Private, HQ Singapore)
Thomas Seale – October 2019 & June 2020 – Non-executive Director at Raymond James SICAV (Luxembourg), Non-executive Director at LFP Opportunities SICAV (Luxembourg), Non-executive Director at Silver Holdings S.A. (Luxembourg)
Oern Stuge – March and June 2020 –  Chairman at  Neo Medical SA (Private, HQ Switzerland), Board of Directors at Median Technologies SAS (Listed, HQ France)
Aude Thibaut de Maisieres – May 2020 – Non Executive Director at Solvay (Listed, HQ Brussels)
Doris Tomanek – April 2020 – Member of Supervisory Board at AO Unicredit Bank, Chairwoman of Remuneration and Nomination Committee at UniCredit Bank Russia (Private, HQ Russia)
Bas van Buijtenen – April 2020 – Non-Executive Director and Member of the Nomination/Remuneration Committee at Microphyt, France (VC owned, HQ France), Non-executive Board Member at ABC Transfer (Private, HQ France)
Kees van der Vleuten – April, June & July 2020 – Member of the Board of Advisors at MAS Services
(Private, HQ Netherlands), Member of the Board of Advisors at Rahma Foundation (HQ Netherlands), Member of the Board of Advisors at Connecting Works, Member of the Board of Advisors at Worldlife Foundation
Till Vestring – July 2020 – Non-Executive Director at Delaware Pro (Private, HQ Belgium)
Helen Wiseman – April 2020 – Independent Non-executive Director at Elixinol Global Limited (Listed, HQ Australia)

IDN Members – Board Directors

Jeroen Cammeraat – March 2020 – Chairman of the Supervisory Board at Plasmacure BV, Netherlands (Private, HQ Netherlands)
Susanne Hannestad – March 2020, Non-Executive Board Director at Monty Mobile (Private, HQ London UK)
Gautam Khurana – February 2020 – Executive Director at Precious Shipping Public Company Limited (HQ Thailand)
Martin McCourt – May 2020 – Non-Executive Director at Sierra Wireless (Nasdaq: SWIR, HQ Vancouver Canada)
Robin Pho – February and April 2020, Non-Executive Board Member, Forum for the Future Asia (NGO, Singapore, HQ in the UK), Non-Executive Board Member at Family Business Network Asia (NPO, Singapore)
Joshua C K Siow – February 2020 – Non-Executive Independent Board Director at Pico (Public Company Limited, Stock Exchange of Thailand, HQ Thailand)
Jim Strang – May 2020 – Chairman of the Board at Hg Capital Trust PLC (Listed, HQ UK)
Remon Veraart – March 2020 – Supervisory Board Member at Euramax BV (Private, HQ Netherlands)

Previous announcements and more information

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

 

For more information about: 

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

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

For members of IDN, please ensure that you share your new appointments via survey shared to you vi mail, any queries contact [email protected]

For head hunters interested in finding international board members focused on staying up to date with latest board and governance insights, please contact IDN President, Helen Pitcher OBE, at [email protected]

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]

Board Governance during a Crisis

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Board Governance during a Crisis

By Joergen Jakobsen IDP-C

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

Framing of the crisis and its phases appropriately

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

1. The crisis phase

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

2. The recovery phase

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

3. The New Normal

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Having appropriate board governance processes in place

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

First published on LinkedIn on 25 May 2020.

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

What can boards do to handle the Coronavirus Pandemic?

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What can boards do to handle the Coronavirus Pandemic?

Webinar with PwC Singapore – 31 March 2020

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

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

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

Three waves of response

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

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

Supply chain challenges

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

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

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

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

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

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

Managing the Board in a time of Crisis

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Managing the Board in a time of Crisis

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

Webinar with IDN Belgium Alumni – 13 May 2020

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

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

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

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

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

By IDN Belgium Ambassador, Xavier BEDORET

Ensuring ESG Effectiveness on Boards

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Ensuring ESG Effectiveness on Boards

Blogpost by IDN US Ambassador Mary Francia

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

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

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

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

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

 

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

This blogpost was originally shared at

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

 

What makes an Effective Chair?

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What makes an Effective Chair?

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

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

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

What is the No. 1 challenge of board chairs?

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

Who does the chair work for?

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

What defines culture in a board?

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

The concept of ‘Empty Head’.

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

So, what is the role of the chair?

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

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

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

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

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

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

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

The value of the chair in a technology company

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

The challenges of the board chair at a startup

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

What makes a board effective?

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

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

 

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

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

The critical attribute of an effective chair

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

—

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

by Mary Francia

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

25 additional Board appointments at INSEAD Directors’ Network

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25 additional Board appointments at INSEAD Directors’ Network

March 12, 2020

Members Board & Corporate Governance Positions Announcement 1Q – 2020 

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

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

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

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

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

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

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

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

IDN members – Certified IDP-C Board Directors

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

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

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

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

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

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

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

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

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

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

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

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

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

IDN Members – Board Directors

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

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

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

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

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

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

IDN Board – New Board Directors

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

 

Previous announcements and more information

Previous board position announcements by shared by IDN;

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

For more information about: 

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

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

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

For head hunters interested in finding international board members focused on staying up to date with latest board and governance insights, please contact IDN President, Helen Pitcher OBE, at [email protected]

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,

Liselotte Engstam,
IDN Board Member, Chair Communication Committee
[email protected]

 

 

Board effectiveness and the NED

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Board effectiveness and the NED

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

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

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

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

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

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

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

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

The future

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


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

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

 

 

 

33 Additional Board Appointments at INSEAD Directors’ Network

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Members Board & Corporate Governance Positions Announcement 3Q – 2019 

INSEADs International Director Network, IDN, is proud to share the recent appointments of board and corporate governance positions of our members, recognizing our members and the strength of our IDN network.

IDN members has been appointed to 33 new board positions in 18 countries, summing up to 213 position announcements since 2017.

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

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

To date, IDP has been completed by 1133 participants, with 837 certified IDP-C/ IDBP-C directors, and our international board network includes more than 1300 members.

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

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

 IDN members – Certified IDP-C Board Directors

Natalisio Almeida – May 2019 – Non-Executive Board Director at Banco Original, (Private, HQ Brazil)

Reon Bernard – August 2019 – Chairman at Sekta Group (Private, HQ South Africa)

Katia Ciesielska – June 2019 – Board Member at Luxembourg Institute of Directors (Private, HQ Luxembourg)

Margaret Clandillon – January 2019 – Non-Executive Board Director at Investec Aircraft Syndicate SPC (Private, HQ Cayman) 

Patrick Devenish – May 2019 – Chairman Tobacco Industry Marketing Board (Government, HQ Zimbabwe)

Hamza Didaraly – November 2018 – Chairman at A. I Ambassador (Private, HQ France)

Daniel Flammer – July 2019 – Non-Executive Chairman at Tiwel Holding AG (Private, HQ Switzerland) main shareholder of Sulzer AG (Listed, HQ Switzerland)   

Fennemiek Gommer – October 2019 – Non-Executive Board Director at IME Medical Electrospinning (Private, HQ Netherlands)

Richard Grotendorst – November 2018 – Supervisory Board Member at Atomic Austria GmbH (Public, HQ Austria)

Susana Gomez Smith – September 2019 – Non-Executive Board Director, Member Audit and Remuneration Committees at Banco CTT (Private, HQ Portugal)

Fernand Grulms – January 2019 – Non-Executive Board Director at BIL Manage Invest S.A. (Private, HQ Luxembourg) 

Matthew Kimball – June2019 – Board Member of Brunei Shell Marketing Company, JV of the Government of His Majesty the Sultan of Brunei and Shell Overseas Holdings Limited (Private, HQ Brunei)

Denise Koopmans – May 2019 – Non-Executive Board Director at Swiss Post (Public, HQ Switzerland)

Saskia Kunst – October 2019 – Chairman of the Board at Everitt Healthcare  (Private, HQ Netherlands)

Karen Loon – September 2018 – Independent Director, Chair Audit and Member Risk Committees at Banque Pictet & Cie (Asia) Ltd (Private, HQ Singapore)

Abdulla Al Mansoori – April 2019 – Member of Adv Board at Awad Capital (Private, HQ Dubai)

Andrea Prencipe – May 2019 – Chairman at Satispay Europe S.A. (Private, HQ Luxembourg)

Thomas Seale – June 2019 – Board Member at Norvestor VIII GP (Private, HQ Luxembourg)

Philip Spriet – June 2019 – Non-Executive Board Director at HRD (Private, HQ Belgium)

Nicoline Spruijt – January 2019 – Board Member at Brewery de Brabandere (Private, HQ Belgium)

Luc Sterckx – June 2019 – Non-Executive Board Director at Sarens Bestuur NV (Private, HQ Belgium)

Jeremy Tan – January 2019 – Executive Director at PTC Far East, Fayat Group (Private, HQ Singapore)

Jillian van Turnhout – October2019 – Board Member at The Arts Council of Ireland (State, HQ Ireland) 

IDN Members – Board Directors

Jeroen Cammeraat – March 2019 – Chairman of the Board at Cassini Technologies BV (Private, HQ Netherlands) 

Jack Clemons – January 2018 – Non-Executive Board Director at DKSH Holding AG (Listed, HQ Switzerland) 

Johan van Genechten – 2018– Chairman of the Board at Board Member at 4C Nordic – weare4c.com (Private, HQ Belgium) 

Chandra P Leo – November 2018 – Board Member at Galecto Biptech (Private, HQ Denmark) 

Paul Leinders – September 2018 – Board Member at Holding de Participation Marocaine (Private, HQ Marocco)  

IDN Board – New Board Directors

Karen Loon – September 2019 – Board Member, Member Communication & Membership Committees, Treasurer at INSEAD Directors Network (Non-Profit, HQ France)

Pamela Ravasio – September 2019 – Board Member, Member Fundraising Committee at INSEAD Directors Network (Non-Profit, HQ France)

Hagen Schweinitz – September 2019 – Board Member, Chair of the Membership Committee, Member Nomination & Communication Committees at INSEAD Directors Network (Non-Profit, HQ France)

Jeff Scott – September 2019– Board Member, Member Communication Committee, Lead for the IDN Ambassadors at INSEAD Directors Network (Non-Profit, HQ France)

 

Previous board position announcements by shared by IDN;

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

 

For more information about: 

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

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

For members of IDN, please ensure that you share your new appointments via survey shared to you vi mail, any queries contact [email protected]

For head hunters interested in finding international board members focused on staying up to date with latest board and governance insights, please contact IDN President, Helen Pitcher OBE, at [email protected]

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,

Liselotte Engstam,
IDN Board Member, Chair Communication Committee
[email protected]