33 Additional Board Appointments at INSEAD Directors’ Network

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 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 IDN President, Helen Pitcher OBE, at helen.pitcher@insead.edu

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

 

On behalf of the INSEAD International Directors’ Network Board,

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

 

 

 

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!

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!