26 New International Board Appointments of IDN Members

IDN Members Board & Corporate Governance Positions Announcement 2Q – 2019 

Recognising INSEADs International Directors´ Network, IDN  members and the strength of the network, we are proud to share our members recent appointments of board and corporate governance positions.

IDN members has been appointed to 26 new board positions in 16 countries, summing up to 180 position announcements since 2017.

The IDN network facilitates contacts, shares insights and experiences on international board topics and promotes excellence in corporate governance. 

IDN is one of the globally leading professional networks of International Board Directors. The IDN Network holds more than thirteen hundred board qualified members, of which 677 has become certified IDP-C / IDBP-C.

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).

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

IDN Members New Board & Corporate Governance Positions

IDN members – Certified IDP-C Board Directors 

Doris Albisser – June 2019 – Chairman at SOS Children’s Villages Switzerland (NGO, Switzerland)

Carsten Bennike – April 2019 – Non-Executive Chair at Noreco A/S (Private, HQ Denmark)

João Bento – May 2019 – CEO & Board Member at CTT Portugal Post(Listed, HQ Portugal)

Bas Boots – December 2018 – Member Supervisory Board – Brightlands Agrifood Vetntures (Private, HQ Netherlands) 

Katia Ciesielska – February 2019 – Non-Executive Board Director at CCA Life Settlements (ManCo, Luxembourg)

Magali Depras – September 2018 – Board Member, Member of Governance Committee at Les Grands Ballets Canadiens (NGO, HQ Canada) & June 2019 – Board Member at Canadian Plastic Industry Association (NGO, HQ Canada)

Irina Frolova – May 2019 – Member of Supervisory Boardat HZPC Holding B.V. (Private, HQ Netherlands)  and at ATC Europe B.V. (Private, HQ Netherlands)   

Daniel Frutig – March 2019 – Member of the Board of Directors at Zehnder Group AG(Listed, HQ Switzerland)

Alison Gaines – January 2019 – Member Asia-Pacific & the Middle East and Chair of its Nomination & Governance Committee; Member, Global Nomination & Governance Committee at AESC (Association of Executive Search and Leadership Consultants), (Professional Association, HQ USA)

Luigi Passamonti – May 2019 – Board Member and Treasurer at European Cyclists’ Federation (NGO, HQ Belgium)

Susana Gomez Smith – March 2019 – Non-Executive Board Director, Member Remuneration and Nomination Co at Leonteq (Listed, HQ Switzerland)

Irek Kulka – March 2019 – Independent Non-Executive Board Member, Chairman of Audit Committee at Enea SA (Listed, HQ Poland) 

Marcia De Wachter – May 2019 – Non-Executive Board Member, Member Audit Committee, Chair of Committee for Conflict of Interestat Lease Invest Reit of Ackermans & van Haaren Group(Listed, HQ Belgium)

Kimberly Wiehl – May 2019 – Board Director at American Arbitration Association (Professional Body, HQ USA)

Konstantinos Yazitzoglou – April 2019 – Board Member at Hellenic Management Association(Non Profit, HQ Greece)

IDN Members – Board Directors 

Dimitri Chichlo – June 2019  – Non-Executive Independant Board Director at Ukreximbank (State-owned, HQ Ukraine) 

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

Marko Cosic – January 2018 – Board Member at HEP Group (Government, HQ Croatia) 

Susanne Hannestad – April 2019 – Non-Executive Board Director at Crunchfish AB (Listed, HQ Sweden) 

Roland Krueger – January 2019 – Member of the Board & Executive Director Board Member at Dyson Manufacturing Holdings (Private, HQ Singapore) 

Roy Ling – February 2019 – Lead Independent Director at Debao Development Company Ltd (Listed, HQ Singapore) 

Victor Ong – June 2019 – Board Member at CFA Society of Singapore (Non Profit, HQ Singapore)

Gang Wu – April 2019 – Independent Director at Ashurst LLP (Private, HQ UK)

Previous board position announcements by shared by IDN;

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

On behalf of the INSEAD International Directors’ Network Board,

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

For more information about: 
INSEAD Directors’ Network: https://blogs.insead.edu/idpn-globalclub
INSEADs Corporate Governance Programmes: https://www.insead.edu/executive-education/corporate-governance

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

For head hunters interested in finding international board members focused on staying up to date with latest board and governance insights, please contact Mary Francia via mary.francia@insead.edu

For interested parties follow our IDN blogsharing insights on current governance topics, and follow our social media accounts,  IDN at LinkedIn  and @InseadIDN at Twitter, regularly sharing relevant board content.

Independent External Board Reviews

This blogpost was first shared at abexcellence.com and is an excerpt from an article published in Spring 2019 at Ethical Boardroom. _____________________________

 Independent external board reviews 

By 

IDN President Helen Pitcher, OBE 

Independent external board evaluations emerged in parallel with the general development of the governance code for companies. The question now arises whether their current shape is fit for purpose in the modern corporate environment, where society/CSR and employee engagement are playing an increasing part in the context of a company’s right to operate and accumulate numerous benefits and advantages from society?

As the code of governance became more formal, so the question arose of how the effectiveness of the board would be monitored. While the legal aspects of operating a company has a built-in ‘monitor’ through the courts and regulatory agencies, governance monitoring has emerged as a voluntary process, over which the company and board have significant discretion and control. Best practice has been led in the UK by the FTSE 100 companies and influenced by the governance compliance indexes, which inform the investor communities of the ‘governance footprint’ of a company.

The emerging code and evaluation

Under the FRC (Financial Reporting Council) Governance Code in UK, the use of independent external board evaluation has staggered into existence in the form it has today. Emerging from the Higgs Report in 2003 the combined code suggested good practice to be ‘an annual evaluation of board performance’ with the suggestion that ‘use of an external third party will bring objectivity to the process’. The 2006 code retained the annual performance evaluation, but the reference to external facilitation disappeared!

It wasn’t until 2010 that an externally facilitated review at least every three years became part of the code in UK for the FTSE 350, this included a statement of the facilitator’s connection to the company. The following year the FRC produced a ‘Guidance on Board Effectiveness’, which set out a detailed approach to the ‘independent externally facilitated board evaluation’. This started a process of creating a board evaluation standard, but which was still voluntary under the ‘comply or explain’ doctrine.

Since 2011 the ‘independent external board evaluation’ process has meandered on, with various failed attempts at a code of practice, including ABExcellence code of Advanced Boardroom Excellence published in 2014, which sought to advance the discussion. All these endeavours called for greater formalisation of what would be covered by a board review. Consequently, the interpretation of what should be covered in an independent and externally facilitated review was, and still is, at the discretion of the board and covers a wide range of standards applied to supporting the effectiveness of the board.

To read full article click here

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Read more about becoming an IDN member. For upcoming webinars see our event calendarIf you are an IDN Member or IDN Partner, or like to become an IDN Partner, with a questions or suggestion on contribution to a future IDN Webinar or IDN Blogpost, contact IDP.Network@insead.edu.

Why Should Boards Care About Culture?

This blogpost is shared as part of a series of insights from INSEAD Directors Network, based on webinars run for IDN Network members exclusively, and invites shared via mail. For more about our webinars, becoming a member or a partner with our network, see further down in blogpost.

On March 19 IDN Directors Network held a webinar on the topic Bords role in guiding corporate culture and diversity for strategy alignment. The expectations on boards to guide and monitor corporate culture and diversity and align it to desired strategic outcomes are increasing. In the webinar we listened to experiences on managing and influencing corporate culture and diversity, how it can be guided and monitored by the board, and shared and discussed experiences

We listened to Magali Depras, Chief of Strategy at TC Transcontinental, MBA, IDP-C, President Insead NAA Canada, sharing experiences on the topic and Kay Formanek  CEO KAY Diversity & Performance, INSEAD faculty on Diversity topic, Leadership Coach and Speaker, sharing approaches used and related trends.  

This is a follow up guest blog post shared by Kay de Gier on this important topic, and relating some of the insights shared at the webinar.

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Why Should Boards Care About Culture?

By Kay Formanek

Let us tackle this question by first having a robust understanding of the term culture. Culture in a corporate context is defined as “a combination of the values, attitudes and behaviours manifested by a company in its operations and relations with its stakeholders. These stakeholders include shareholders, employees, customers, suppliers and the wider community and environment which are affected by a company’s conduct.”

Photo: Unsplash

Boards are starting to care deeply about culture and this is anchored in 2 primary reasons:

  1. The impact on total enterprise value when a reputational crises occurs has increased dramatically. This can be explained by intangible assets as a percentage of total corporate value increasing from 20% to 80% from the 1980’s to today.
  2. A positive culture has been shown to deliver higher engagement, higher financial performance and long-term sustainability.

These factors have resulted in an examination of the role of boards in setting and monitoring culture. The UK Corporate Governance Code specifically ascribes to boards the responsibility for setting the company’s values and standards, while the preface to the Code states:

‘One of the key roles for the board includes establishing the culture, values and ethics of the company. It is important that the board sets the correct “tone from the top”. The directors should lead by example and ensure that good standards of behaviour permeate throughout all levels of the organisation. This will help prevent misconduct, unethical practices and support the delivery of long-term success.’ – UK Code. (1)

The reading of the UK Code sets out expectations from the board at the strategic level and also at the operational level.

At the strategic level the board is expected to set and monitor the company’s culture, in terms of values and behaviors, so as to deliver best value creation and ensure that incentives support the desired culture.

At an operational level the board is expected to obtain assurances that the desired culture permeate throughout the organization and that there are not pockets within the organization where values are undermined and at risk.

Not all countries have issued a Code, like the UK Code where the role of boards in culture setting and monitoring are defined. Yet increasingly boards are applying time and attention to setting out their role and actions in both setting and monitoring the culture of their organization.

Yet how do boards influence culture in practice? As a first step a board needs to support the development of a clear purpose of the organization and to describe the values by which the organization conducts its business.  Stakeholders will read much into the behavior of the board itself and thus the board needs to behave in a manner that is consistent with the espoused values and the desired culture. The CEO is probably the most important role in articulating and translating the desired culture within the organization and its operations. Thus the appointment and removal of the CEO is one of the most important levers of a board in influencing culture.

And yet, the difficult part for a board is to monitor and assess the culture within the organization. How is this done considering that culture may be considered intangible and difficult to measure?

The reality is that there is no one measure or instrument that will provide an answer to the board on the state of their organisational culture. However there some great hints (lets us call them the litmus test of culture) that boards can use as a proxy for a positive or negative culture.  In the interesting article “11 Toxic Tell Tale Signs of a Noxious Culture”, Forbes 2018 (2), eleven indicators of a potentially sick culture are listed and serve as a reminder to boards on what they can be looking for to yield an answer on the state of their culture.

The 11 Toxic Tell Tale Signs of a Noxious Culture include:

  • Not enough talk about innovation, indicating a potential lack of focus from the leadership on the innovation agenda of a company
  • Employees fear retaliation, indicating that leaders are not subscribing to values of respect and transparency and teaming
  • Cross-department collaborations stall, indicating that departmental incentives may be mis-aligned and that there may be an absence of a common purpose
  • Fear, apathy, exhaustion and over-politeness, indicating lack of engagement and avoidance of raising issues that should be discussed
  • Microaggressions in the form of bias, indicating the presence of stereotypes and a none-inclusive environment
  • Low employee retention rates, indicating that employees may not feel a sense of belonging and being valued
  • Aversion to taking risks, indicating that there may be a fear to make mistakes
  • Something does not feel right (instinctive knowing), when observers have a “gut feel” that something is awry and “things do not add up”
  • “No” isn’t an option, indicating that top down orders may need to be fulfilled without discussion
  •  People seek reassurance outside meetings, indicating potential issues of distrust and second-guessing formal communication channels
  •  Silence or defensive communication, indicating that there is resistance and a fear of speaking up

 

In addition to these tell-tale signs, there are a number of instruments that offer a great view of the culture of an organization. Let me share three examples, out of a multitude of tools that are present in the market.

 

Glassdoor (3) is a website where current and former employees anonymously review companies and their management. The site collects comments and averages scores posted under headings such as CEOs, salaries, hiring process and what it is like to work in jobs in general at each company. Glassdoor offers boards a unique window on what is being said about the organization and the company leadership.

 

There are also assessments that offer a measure of the alignment of values throughout the company.  The Cultural Values Assessment (CVA) of Barrett Values Centre (4) provides a clear view on the overall values alignment within an organisations and points to the factors that get in the way of people doing their jobs and prevents customers from experiencing the full potential of the organization.

 

The Hairball Social Network mapping tools, graphically represents the degree of interaction and collaboration within an organization and can provide clues on whether cross-department collaboration has stalled.

In conclusion:

The role of the board in setting and monitoring culture is critical in an environment where a positive culture is directly linked to organization sustainability and corporate value. While there is no “one-stop-shop” assessment of the culture in an organization, there are a variety of indicators and tools that offer the board an excellent view on the state of the culture of an organization. These tools are for the plucking of any board, but require a board to register the importance of culture and to undertake the strategic and operational interventions that are required to sustain a positive culture in the organization.

References:

1.

https://www.frc.org.uk/getattachment/88bd8c45-50ea-4841-95b0-d2f4f48069a2/2018-UK-Corporate-Governance-Code-FINAL.PDF

2.

https://www.forbes.com/  11 Telltale Signs Of A Toxic Company Culture — And What You Can Do To Start Fixing Things; Forbes Coaches Council

3.

https://www.glassdoor.com/index.htm

4

https://www.valuescentre.com/our-products/products-organisations/cultural-values-assessment-cva

 

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Other relevant information shared

 

INSEAD Research: Corporate Culture Alarmingly low priority for boards

https://knowledge.insead.edu/leadership-organisations/corporate-culture-is-an-alarmingly-low-priority-for-boards-7676

 

Identifying and responding to a Dysfunctional Culture (incl interview of IDN Board Member Liselotte Engstam) https://www.mmc.com/insights/publications/2019/feb/identifying-and-responding-to-a-dysfunctional-culture.html

 

Focus on Corporate Culture to prevent the next scandal

https://www.strategy-business.com/article/Focus-on-corporate-culture-to-prevent-the-next-scandal?gko=57b60

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Read more about becoming a member and about previous webinars. For upcoming webinars see our event calendar.If you are an IDN Member or IDN Partner, or like to become an IDN Partner, with a questions or suggestion on contribution to a future IDN Webinar, contact IDP.Network@insead.edu.

More insight from INSEAD Directors Network webinars will be shared – Lookout for more upcoming blogposts!

28 New International Board Appointments of IDN Members

IDN Members Board & Corporate Governance Positions Announcement 1Q – 2019 

INSEADs Director Network, IDNis 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 28 new board positions in 15 countries, summing up to 154 position announcements since 2017.

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

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 IDN Network holds more than thousand board qualified members, of which 1021 has graduated from the IDP program and 677 has become certified IDP-C / IDBP-C.

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.

IDN Members New Board & Corporate Governance Positions

IDN members – Certified IDP-C Board Directors 

Doris Albisser – January 2018 – Board Member at Psychiatric University Hospital Zurich (Public Agency, Switzerland)

Beatriz Araujo – January 2018 – Chairman of the Board of Trustee on The Hispanic Luso & Brazilian Council (Private, HQ United Kingdom)

Aime Achard – July 2018- Member of the board at ECA (Etablissement Cantonal d’Assurance) (Public, HQ Switzerland)

Carsten Bennike – December 2018- Board Director at Bygma A/S and Bygma Group A/S (Private, HQ Denmark)

Stefan Buser – January 2019 – Chairman of the Board at Tineo AG (Private, HQ Switzerland)

Advait Chaturvedi – January 2019 – Board member at Nandvan Mega Food Park (Private, HQ India)

Katia Ciesielska – December 2018 – Independent Director at COFIBOL (Private, HQ Luxembourg)

Boris Gorella – August 2018 – Advisory Board Member at Hidden Champions Institute, ESMT (Private, Germany)

Richard Grotendorst – June 2018 – Supervisory Board Member (‘Aufsichtsratmitglied’) at Amer Sports Holding GmbH (Public, HQ Austria)

Fernand Grulms – July 2018 – Supervisory Board Director at Banque Havilland S.A. (Private, HQ Luxembourg)

Kim Haasbroek – January 2019 – Supervisory Board Director at SAREF Residential Fund & SAREF Retial Fund (Private, HQ)

Cleopatra Kitti – December 2019 – Non-Executive Board Director at Eurobank Cyprus (Private Subsidury, HQ Cyprus/Greece) and Chairman of ESG Committee at Louis PLC (Public, HQ Cyprus)

Eric Magrini – December 2018 Non Executive Board Member C+F Confectionery and Foods SA (Private, HQ Netherlands/Italy)

Philippe Moschetta– January 2019 – Economic Advisor Board Member at French Arabian Business School (FABS) (Private, HQ Bahrain)

Helen Pitcher OBE – February 2019 – Non-Executive Director & Chair Remuneration Committee at C&C Group plc (Public, HQ United Kingdom)

Christiane Schloderer – December 2018 – Trustee Board Member at German International School Abu Dhabi (Not for Profit, HQ United Arab Emirates)
 
Elton Simoes – December 2018 – Vice Chair and President-Elect at The Alternative Dispute Resolution Institute, ADRIC (Professional Body, Canada)

Emiliano Tonelli – 2018 – Board Director at Gruppo Fabbri Vignola (private, HQ Italy)

George Antony Vadakkekara – August 2018 –  Board Director at Belstar Investment & Finance Limited – (Private, HQ India)

IDN Members – Board Directors 

Andrew Crane – April – October 2018 – Non-Executive Director RAC WA (Mutual, HQ Australia), Viridis Ag, Lawson Grains and SunRIce (All Private, HQ Australia) and Chancellor at Curtain University (Government, HQ Australia)

Ram Mohan – January 2019 – Board Member at Global Commission on the Stability of Cyberspace (GCSC), (Agency, HQ Netherlands)

Previous board position announcements by shared by IDN;
November 2018  July 2018  April 2018  January 2018   October 2017

On behalf of the INSEAD Directors’ Network Board,

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

For more information about: 
INSEAD Directors’ Network: https://blogs.insead.edu/idpn-globalclub
INSEADs Corporate Governance Programmes: https://www.insead.edu/executive-education/corporate-governance

For members of IDN, please ensure that you share your new appointments via idp.network@insead.edu or l.engstam@insead.edu

For head hunters interested in finding international board members focused on staying up to date with latest board and governance insights, please contact Mary Francia via mary.francia@insead.edu

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

 

Accelerate Board Effectiveness

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

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Accelerate Board Effectiveness through composition, committee structure, processes, tools and assessments

(photo: Pixabay)

This round table discussion “Accelerate Board Effectiveness through composition, committee structure, processes, tools and assessments” was led by Thomas Seale, IDP-C, IDN board Member.

At the INSEAD Directors Forum in October in Fontainebleau, I had the pleasure to moderate a group on the above topic. We focused our discussion around shared experiences of best (or worst) board practices.

We first discussed the paper from the Harvard Business School, entitled:Director Perceptions of their Boards’ Effectiveness, Size and Composition, Dynamics, and Internal Governance”, which had also been recommended as pre-reading.

The paper interviewed over 2300 directors of global companies. Through our group discussion we felt that:

– most board members gave themselves a high rating (self congratulatory)

– two of the most important jobs for a Board (evaluating a CEO and success planning) were not well performed by boards

– it appears that the ‘buddy system’ was mainly used to fill vacant board positions

– overall: board effectiveness was rather low and boards are reactive

We then each presented what we had experienced as a ‘best’ or ‘worst’ practice in terms of board effectiveness.

Our principle findings were:

  1. It is important for board members to challenge the norm
    In most boards, members want to get along. However, this may not be conducive to dealing with the right issues.
  1. The Chairman is a crucial role.
    A lot of board effectiveness depends on the role of the Chairman
  1. Process is important
    Members had experiences with CEO Succession and “Fair process”. These are powerful tools, but not always easy to implement.
  1. Board Composition is key
    Boards should not be made up of just ‘friends.’ Cannot have too much complicity nor too much conflict—a balance is needed. Independents play a critical role.
  1. Regulated industries face particular challenges
    So much of the board agenda is ‘ticking the box’ that real issues may be overlooked or under discussed.
  1. Present Options
    Boards should ask Management to present options. Don’t come with just one solution.

Our group enjoyed the session and we all realized the hard work involved in making boards effective. It was also impressive to see how we learned from each other’s vast and varied board experience.

Thomas Seale, Moderator, IDP-C; IDN Board Member

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Other blogpost in this series: 

Governance in a Disruptive World by IDN Board Member Liselotte Engstam

From Board oversight of Strategy, to creating a Sustainable Business, by Helen Pitcher OBE, IDP-C, Vice President IDN

Anticipate and manage for geopolitical trade, corporate governance codes and regulatory changes by Cleopatra Kitty, IDN Cyprus Ambassador 

The impact of technology on​ Strategy & Business Models by Mary Francia, IDN Board Member

Align Risk Management with Strategy and Operating Performance, Reward and Remuneration by Susana Gomez- Smith, IDN Portugal Ambassador

Accelerate Board Effectiveness by IDN Board Member Thomas Seale

 

More insight from INSEAD Directors Network, will be shared based on INSEAD Directors Forum 2018, Round Table Discussions – Look out for more upcoming blogposts!

Align Risk Management with Strategy and Operating Performance, Reward and Remuneration

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

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(Photo: Pixabay) 

The round table discussion “Align Risk Management with Strategy and Operating Performance, but also Reward and Remuneration” was led by Susana Gomez-Smith, NED and IDN Ambassador for Portugal with the introduction

As the ultimate steward of value and overseer of risk, the board must grasp the relationship between strategy and risk and assist management, in gaining that understanding but also in putting it to practical use. The Board must also ensure that remuneration policies/practices are consistent with and promote sound and effective risk management and in line with the business strategy.

  • Why should the Board consider and discuss strategy and risk appetite in tandem? How to do it in practice?
  • What can the board do to drive greater awareness of the risks to the strategy throughout the organization?
  • “Remuneration forms part of the culture and governance priority as set out in our Business Plan. As a key driver of behavior, remuneration of senior and risk taking staff is an important area of focus for the FCA to ensure that risk and reward are aligned in firms that we regulate through our Remuneration Codes (the Codes). Whilst our remuneration rules only apply to specific groups of firms, remuneration is a key driver of behavior for all firms and individuals. Implementing appropriate remuneration policies and practices helps to ensure appropriate outcomes and reduces the likelihood of harm from occurring “
    Financial Conduct Authority, Remuneration Codes

    How can Boards satisfy themselves that firms remuneration practices lead to appropriate outcomes and risk and reward are aligned?

Pre-readings:
Strategic Risk Management: A Primer for Directors, Harvard Law School Forum on Corporate Governance and Financial Regulation
The UK Corporate Code, Financial Reporting Council (from page 16)

Roundtable discussion

The strategy and risk areas has historically kept as quite separate topic, as the risk focus has tended to be quite operational in focus. As the strategic risk has been in steep increase for many companies the boards needs to find more appropriate ways to work with the topics in tandem.  Some key insights from the board members were noted as;

  • The strategy of the firm is and has to be the starting point of all the considerations
  • The Strategy should comprise the areas of the core business and potential new business areas
  • The risk appetite for both areas has to be set and will be overseen by the Board (in a regular exercise)
  • The risk culture is set at the top of the company!
  • The second line of defence (Risk Management, Compliance) as well as the third line of defence are supporting the first line (operations) – clear definitions needed
  • Especially the Risk Management and Compliance functions must be filled with experienced and independent staff
  • With regard to risk measurement and risk identification, the right KPIs (which are rather backward looking) and KRIs have to be defined (better start with few but the most telling ones). Monitor not only your risks but also how the probability, impact of such risk is evolving.
  • The Risk Management process is not static, it is a constant effort. Risk managers should be incentivized to identify emerging risks. Some companies on the side of the regular Risk Committees perform regular exercises to reflect on emerging risks. It is advisable to include in such exercises different areas of the company and not only a closed inward exercise of the risk department.
  • At Board level, a trade-off between investments in new business areas and investments to mitigate/eliminate existing risks has to be found
  • The remuneration should be linked to
  1. Implementation of the strategy (s-t, m-t, l-t) and hence parts of the variable compensation be deferred
  2. Accomplishments in the core business areas as well as in developing new business areas
  3. Risk taking and risk management
  4. Implementation and living the risk culture in the firm
  • The Remuneration Committee should be given the power to override formulaic outcomes of bonus schemes
  • Remember: The Management is responsible for Risk Management, the Board is responsible for Risk Oversight.

Conclusion: Strategy and risk needs a framework to be jointly considered as the strategic risk is increasing for many companies, and it needs to be fully aligned also with new and balanced remuneration schemes.

Recommended additional reading;

Enterprise risk Management – Integrating with Strategy and Performance, (COSO)

Using a Risk Appetite Framework to Align Strategy and Risk, (Moody’s)

Letters to Remuneration Committee Chairs (FCA UK)

 

By Susana Gomez- Smith,

Certified Independent Director IDP-C and IDN Ambassador Portugal

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Other blogpost in this series: 

Governance in a Disruptive World by IDN Board Member Liselotte Engstam

From Board oversight of Strategy, to creating a Sustainable Business, by Helen Pitcher OBE, IDP-C, Vice President IDN

Anticipate and manage for geopolitical trade, corporate governance codes and regulatory changes by Cleopatra Kitty, IDN Cyprus Ambassador 

The impact of technology on​ Strategy & Business Models by Mary Francia, IDN Board Member

Align Risk Management with Strategy and Operating Performance, Reward and Remuneration by Susana Gomez- Smith, IDN Portugal Ambassador

Accelerate Board Effectiveness by IDN Board Member Thomas Seale

 

More insight from INSEAD Directors Network, will be shared based on INSEAD Directors Forum 2018, Round Table Discussions – Look out for more upcoming blogposts!

The impact of technology on​ Strategy & Business Models

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

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(Photo: Pixabay)

How to breathe with the marketplace to stay stable or grow, how to stay consistent and be able to incorporate a change that enables the company to stay healthy.

I was happy to lead a discussion for INSEAD International Directors Forum 2018 in Fontainebleau: “Understanding and managing how technology impacts strategy and business models”    Does it require a closer board oversight?

For the past 20 years, companies have spent a good % of budgets and CAPEX in the process of  1) “Digitization,” converting data to digital and implementing the ability to manage data.  Also, 2) Launching and applying business models that exploit digitization, setting up digital platforms to capture consumer data, technology platforms to reach consumers and aligning offerings to that of consumers need.

As we reach now  Digital Transformation, the restructuring of economies and institutions along with society – the need to understand its impact to our industry’s business model, to our companies structures, their strategies are ever so crucial not only for executives but for its boards.   As board members, our direction on  “How to breathe with the marketplace to stay stable or grow, how to stay consistent and be able to incorporate a change that enables the company to stay healthy.”

With representation of Investment Banking, Commercial Banking, Energy, HR Services, Transportation, Mining, and some family boards,  We reflected and discussed as a team on what are the concerns of our boards today and what areas are critical to understand  what it means—impact wise – disruption wise—to harness that power of digitalization and help our companies navigate and extend or renew their relevancy in the market.

Some concerns raised included AI in consumer data and technology platforms – optimizing consumer knowledge in real time to product portfolio, and consumer offerings and how or companies are dealing with Operational Risk (Physical and Cyberinfrastructure interdependencies not only of owned sites but with clients and partners), Labor and Regulations (where complex task automation in manufacturing, transportation and logistics impact our workforce.) Lastly, Innovation (Promoting and protecting the creation of new products and offerings.

We concluded that for our boards today to be effective and efficient,  we need to

  • Review Strategy more – build a committee if not existent.
    Communicate more with stakeholders, internal and external.
  • Expand perspectives on the impact of technology on our industries and regulators.
  • Listen to a more significant sample in our companies employees to N-2
    Encourage a culture of change and innovation – call for  “Failure Presentations.”
  • Bring diversity to the board – expand the perspective to match the markets served.
  • Expand the need to understand the impact of technology not only of our companies but of our companies clients, our companies partners.

Remember that to what we transform to – might not exist yet:  Our boards need to be diverse to help us navigate with the impact of technology on strategy and business models.  The actions we can help develop today should bring humanity to the business of the future.

_4820454214  Mary Francia is a Management Consultant in Strategy, Technology & Operational Risk.  She is a Certified Director from INSEAD International Directors Programme and Board Member of its IDN Alumni Club.

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Other blogpost in this series: 

Governance in a Disruptive World by IDN Board Member Liselotte Engstam

From Board oversight of Strategy, to creating a Sustainable Business, by Helen Pitcher OBE, IDP-C, Vice President IDN

Anticipate and manage for geopolitical trade, corporate governance codes and regulatory changes by Cleopatra Kitty, IDN Cyprus Ambassador 

The impact of technology on​ Strategy & Business Models by Mary Francia, IDN Board Member

Align Risk Management with Strategy and Operating Performance, Reward and Remuneration by Susana Gomez- Smith, IDN Portugal Ambassador

Accelerate Board Effectiveness by IDN Board Member Thomas Seale

 

More insight from INSEAD Directors Network, will be shared based on INSEAD Directors Forum 2018, Round Table Discussions – Look out for more upcoming blogposts!

Anticipate and manage for geopolitical, trade, corporate governance codes and regulators changes

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

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The roundtable discussion was led by Cleopatra Kitti, IDN Ambassador Cyprus, with the introduction

Anticipate & manage for geopolitical, trade, corporate governance codes & regulators changes

  • Anticipate: Define, Measurement, Audit
  • Proactive VS Reactive: crisis management, resonse mechanism, measurement and evaluation
  • What does this mean for the Board? (perspective, information, connecting the dots, risk measurement, scenario planning, regular review)

* Pre-Reading:

Measuring Geopolitical Risk, Dario Caldaraa and Matteo Iacoviello
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As disruption is the key word for business society and of the wider operating environment for boards, there is much discussion on how to anticipate and navigate through such a complex environment. Especially when decisions need to be taken within short, medium, and longer term horizons.

The context: The benchmarks and guide books of performance shift goalposts:  In capital markets there is much debate on assessing performance and return on investment not in quarterly results but over a longer horizon; governance codes differ region by region or country by country; whilst disruption by politics, trade wars and social movements add an additional layer of complexity for performance.

This complexity calls for strong business ethics, culture and values at the top, at board level.

Our pre-reading looked at how different global institutions and boards identify, measure and respond to risk and opportunity. How markets, politics and society interact and intercept progress. How Information flow for proactive and reactive decision making tools are important elements to board work and decision making.

The discussion: after setting the context and key parameters for our discussion, we centered on two case studies brought forward by fellow IDN directors:

  • One case study dealt with governance and decision making at board level of a sovereign wealth fund, required to decide on a cross border investment decision that had political significance with less significant investment value. This is a real time case study;
  • the other case study looked at a national, publicly listed telecommunications company where the board decision on international expansion led the company down the path of missed opportunity and eventual loss of market share.

We identified these important parameters:

  • Geopolitics is seen as a “long term” impact and usually falls outside the core competence of most directors
  • Proactive and reactive measurement tools, scorecards, or benchmarks of success are required tools for level playing field decision making
  • The unclear landscape of differing governance codes and regulations across jurisdictions creates unclear paths to decision making
  • The board must understand the “timing” element of its decision making
  • The composition of the board must reflect the differing dimensions today’s complex business environment.

 

Conclusion:  Boards are operating in an increasingly complex environment of politics, markets, trade wars and social movements, which calls for in increased focus from directors setting the agenda and decisions based on ethics and values driven by the top of the organization’s leadership.

Image: courtesy of www.ceopatrakitti.com

By Cleopatra Kitti

Certified Independent Director IDP-C, NED and IDN Ambassador Cyprus

www.cleopatrakitti.com

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Other blogpost in this series: 

Governance in a Disruptive World by IDN Board Member Liselotte Engstam

From Board oversight of Strategy, to creating a Sustainable Business, by Helen Pitcher OBE, IDP-C, Vice President IDN

Anticipate and manage for geopolitical trade, corporate governance codes and regulatory changes by Cleopatra Kitty, IDN Cyprus Ambassador 

The impact of technology on​ Strategy & Business Models by Mary Francia, IDN Board Member

Align Risk Management with Strategy and Operating Performance, Reward and Remuneration by Susana Gomez- Smith, IDN Portugal Ambassador

Accelerate Board Effectiveness by IDN Board Member Thomas Seale

 

More insight from INSEAD Directors Network, will be shared based on INSEAD Directors Forum 2018, Round Table Discussions – Look out for more upcoming blogposts!

 

31 New International Board appointments of INSEAD Directors’ Network members

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

Members Board & Corporate Governance Positions Announcement 3Q – 2018 

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

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

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

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

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

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

IDN members – Certified IDP-C Board Directors

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

IDN Members – Board Directors

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

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

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

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

For more information about: 

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

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

 

For members of IDN, please ensure that you share your new appointments via idp.network@insead.edu or l.engstam@insead.edu

For head hunters interested in finding international board members focused on staying up to date with latest board and governance insights, please contact Mary Francia via mary.francia@insead.edu

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

 

On behalf of the INSEAD Directors’ Network Board,

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

 

 

Onboarding or Inboarding?

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

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

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

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

Listing the top 3:

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

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

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

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

 

This post was shared also on Mary Francias own blog Serowires

_4820454214Mary Francia is a Management Consultant in Strategy, Technology & Operational Risk.  She is a Certified Director from INSEAD International Directors Programme and Board Member of its IDN Alumni Club.