Tag Archives: #governance

Introducing Sadia Khan, IDN Award Winner

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In October 2021, INSEAD Directors Network (“IDN”) announced the three winners of the IDN Awards 2021.

The winner of IDN’s Good Governance Award, new in 2021 for excellence in governance, was Sadia Khan, Commissioner, Securities & Exchange Commission of Pakistan, MBA 1995, and IDP-C.

Sadia has pursued a versatile career path traversing investment banking, financial regulation, family businesses and entrepreneurship across three continents. In addition, she has been a passionate advocate of corporate governance for the past two decades. In 2018, she published The Corporate Governance Landscape of Pakistan, a historical anthology of work already accomplished under the realm of corporate governance as well as a reference book for future regulators, educators, and practitioners.

While at the ADB, Sadia helped implement corporate governance reforms in a number of member countries in South East Asia. As a senior member of the Securities & Exchange Commission of Pakistan, she was responsible for implementing the first Code of Corporate Governance in Pakistan. Since then, she has served as a member of various Task Force/Committees responsible for Revising the Code of Corporate Governance and introducing Guidelines for State Owned Enterprises.

As a corporate governance practitioner, she has served on various boards as an Independent Director. Sadia is also the immediate past global President of the INSEAD Alumni Association and has served as a member of many committees. In addition, she regularly contributes at international conferences and events as a speaker and panellist on issues ranging from multiculturalism to women entrepreneurs.

We recently asked Sadia for her views on several areas.

1. You have had an illustrious career, working in investment banking, financial regulation, family businesses and entrepreneurship across three continents. You have also written extensively about corporate governance, and you are a corporate governance practitioner. What led to your interest in corporate governance?

My corporate governance journey began over 25 years ago when I was working with the Asian Development Bank (ADB) in Manila.  The Asian Financial Crises of 1997 brought into focus the important role of corporate governance in averting widespread crises in confidence in financial institutions and the corporate sector. As a result, all the program lending designed by the ADB for its member countries in the aftermath of this crises had a very important component of corporate governance.

Some years later, when I returned to Pakistan to take up a senior position with the Securities & Exchange Commission of Pakistan (SECP), the apex regulator of the Corporate sector, one of the first tasks given to me was to finalize and implement the first Code of Corporate Governance for Pakistan.  This was done in 2002 and ever since then, I have been closely involved with the subsequent iterations of the code and its implementation as an educator, regulator and practitioner. I decided to document this in a book entitled “Corporate Governance Landscape of Pakistan” published by Oxford University press in 2017.

2. What lead to your interest in taking on independent director positions?

When I initially left public service in 2005, I was approached by many corporate entities in Pakistan to serve as an independent director on their board. They needed somebody familiar with corporate governance policies and practices to steer their companies towards better implementation. The reputation of independence and integrity that I carried from my previous positions enabled me to play a meaningful role and I was progressively approached by more and more corporates over time. For me, it was a great opportunity to get insights into diverse sectors of our economy as well as help implement corporate governance policies that I had helped design in the first place.

I was probably amongst the first Pakistani females to serve as an independent director of large listed companies, even before the provision of diversity was formally introduced in the country in 2017. Incidentally the last chapter of my book on corporate governance dealt with gender diversity on boards, and is seen by many as a precursor to the regulatory provisions introduced later the same year.

3. In your view, what are some of the key factors which leads to a company or organization exhibiting “good governance”?

In my opinion the “tone from the top” matters a lot and if the board itself and senior management attempts to implement sound corporate governance practices in letter and spirit, that itself helps to inculcate the necessary corporate culture towards compliance with best practices. Unfortunately, most adherence to regulatory provisions vis a vis corporate governance becomes a mere box ticking exercise for the compliance departments of the corporates.

Corporate governance centers around the board, and the board is as good as the people serving on it. Director selection is therefore of the utmost importance to ensure that they have the right level of knowledge, experience, integrity, and independence to make decisions in the interest of all stakeholders.

4. What are some of the areas which companies and their directors should focus on in the coming few years?

Apart from being knowledgeable about governance practices, Directors need to continuously educate themselves about emerging trends effecting the corporate sector and indeed the world around them. As such Sustainability or ESG issues need to feature prominently in all board discussions, whether in terms of the corporates own environmental footprint or in terms of its larger role as a member of the community in which it operates. Formalized policies and action plans for Diversity and Inclusion are needed if the companies are to attract and retain the best talent and achieve operational efficiency. Finally, Technology, the threats and opportunities emanating out of its pervasive and expanding use has to remain in focus in all board deliberations.

5. What is your advice to aspiring directors? What should they do to get themselves board-ready?

Most progressive jurisdictions have already recognized the need for diversity in board decision making to achieve optimum outcomes. Board directorships are therefore potentially available for a much broader spectrum of diverse skill sets than in the past. At the same time, much greater responsibilities have been placed on the board directors to play their role in the implementation of sound corporate governance practices as well as comply with the legal and regulatory frameworks within which the institutions operate. As such, those desirous of playing a role in the highest forum of decision making within these institutions need to prepare themselves by demonstrating the appropriate level of knowledge and skills as well as relevant experience to facilitate their induction. They have to take the initiative of obtaining the appropriate director training, build up their portfolios and make it part of their career aspirations, while utilizing the appropriate networking forums at their disposal. Once in a position to become change agents on any board, they have to make sure that decision making is in the hands of a diverse group of innovative minds that not only improves shareholder value, but makes this world a better place.

As told to Karen Loon, IDN Board Member

Introducing Lale Saral Develioglu – IDN Award winner

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Winner IDN Award 2021 (Outstanding Mandate, For-Profit category)

In October 2021, INSEAD Directors Network (“IDN”) announced the three winners of the IDN Awards 2021.

Two of the three awards were given to IDN members with Outstanding Mandates during the year. Each has an outstanding track record and has demonstrated the highest levels of integrity.

Lale Saral Develioglu, IDP-C and Board Member, Anadolu Efes (Brewery, Turkey) was the winner of the for-profit category. Lale recently shared with us about her illustrious board career and her advice for aspiring directors.

Tell us about yourself?

Born and raised in Istanbul, I am an engineer by education and way of thinking. Yet my expertise is on the business side: marketing, strategy and business development. I had a rewarding executive career for 26 years in leading multinational companies like Unilever, Turkcell and Pladis, across various geographic regions and finally a global leadership role based in UK.

I am a board director since 2011 on a diverse range of boards in terms of ownership structures, company maturity and industry sectors, including telecommunications, consumer goods, manufacturing, retail, healthcare, gaming and customer service in Turkey, Middle East, CIS countries and Europe.

I am passionate about driving customer centricity, corporate governance and diversity-particularly women presence- in business. I am also a technology enthusiast and angel investor in start-ups in Turkey and USA. I devote a lot of my time to mentoring in various organizations, including Women on Board Turkey, Endeavor and INSEAD Directors’ Network.

Finally, I have also written a book titled “Karar Verdim” (“I Decided”), a memoir and personal development book on effective decision making.

What do you most enjoy about being a director?

It’s an opportunity for continuous learning and adding value to companies at a strategic level, while also creating synergies across them when you are on multiple boards.

I also value the role modeling aspect of my position for all women in business. I would like all women to think “If she did, so can I”.

You are a passionate mentor and regularly share your career advice to younger women. One piece of advice you have said to young women is “Embracing change and challenge is the key.” How did you prepare yourself to take on the challenge of transitioning from an executive career to become a full-time business consultant and board director?

The first quartile of my life was spent with education, like most of us. My second quartile was spent in corporate life. As I neared 50, I wanted to spend the third quartile with a new balance between “giving direction”, “giving a hand” and “giving care”. I had already been preparing for this next phase of my life and the balanced quartile idea really motivated me for the change. I am now giving direction, working as a board director and strategic advisor. I am giving a hand by devoting time to non-profit organizations, start-ups, university students and my mentees. Finally, I also have more time for family, friends and my personal development.

What advice do you have for aspiring female directors?

  1. DEFINE YOURSELF: Define your strengths as a director (not as a manager) and what value you can add to the board room. If the list is not strong enough, define the gaps and prepare a self development plan. Find the intersection of what you are good at and what organizations you would like to be part of.
  2. BUILD: Don’t wait till your executive career is over to plan for a director career. I demanded executive director roles in the group companies. I attended the INSEAD Directors Programme and got the certificate, besides a local director certificate program. I convinced my company to allow me for a NED role while I was still active as an executive. Also continue to read, listen, watch and keep yourself updated. You don’t want to be an outdated director when the role comes.
  3. CONNECT: “Lean In” as Facebook COO Sheryl Sandberg had written in her book with the same title. Build you network and trusting contacts as a potential value adding director.

The Unintended Consequences of Corporate Governance

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The Unintended Consequences of Corporate Governance

The ethical and legal drivers of stakeholder primacy

As an independent director, to whom are you accountable? Should law or ethics be defining your decision-making position at the board?

By Karen Loon IDP-C and IDN Board Member

Over the past 18 months, the debate between shareholder versus stakeholder primacy has come under the spotlight.

With a heightened emphasis on the collective well-being of stakeholder communities worldwide, corporate boards are under intense scrutiny to find a delicate balance between maximising shareholder and stakeholder value.

The COVID crisis has revealed that focusing on shareholder value alone is no longer a viable option. Business leaders and corporate boards have a critical role in creating sustainable value for economic performance and societal progress. While stakeholder capitalism is the key to unlock inclusive sustainable growth, corporate boards must not overlook the associated risks involved in stakeholder governance.

Why is this important to independent directors?

Directors who operate in common law countries would be fully aware of their “fiduciary responsibility,” and use it broadly when discussing their responsibilities as independent directors.

However, not all countries have principle-based laws, which impacts the role of independent directors.

With the rising need for companies to focus on sustainability and digital resilience, board members need to consider whether their companies can afford to wait for regulatory and legal frameworks to be implemented (reactive). Alternatively, should market-driven strategies be based on stakeholder expectations and ethical considerations driving decision making (proactive)?

IDN members recently discussed these critical topics in a session led by Helen Pitcher OBE, IDP-C and IDN President, and Cleopatra Kitti IDP-C and IDN Cyprus Ambassador held on 8 September 2021.

New realities for businesses, governments and societies

Climate change, the pandemic, social inequality and digitalisation have ushered new realities for businesses, governments and societies.

Helen Pitcher OBE noted that in the past 15 months, there has been increasing and wide-ranging debate about the unintended consequences of corporate governance.

“Up until, maybe five or six years ago, the view was boards were there, basically to look at, and ensure that the investors were being appropriately safeguarded … It [was] very much [focused on] fiduciary duty,” Helen noted. This is the reason why, in the past, there were more former CEOs and accountants joining boards.

“Now days, it’s a much broader agenda,” she highlighted.

The pandemic has now accelerated all of this, with the need for companies and their directors to address all of the environmental, social, and governance issues, as well as fiduciary issues.

Helen mentioned that some have debated whether boards could say that they are only there to look after shareholders.

There has been a change in views towards companies thinking much more broadly about their culture and values and doing the right thing for the environment, society, etc, within an appropriate governance framework.

Further boards have a fundamental role in overseeing the sustainability of their organisations instead of just the here and now.

Adding to this, she said, “the executive is there for the here and now, within the context of the longer term. But typically, board directors serve for longer than the average CEO or CFO, so they are custodians of the future.”

“There was a recognition that there needs to be a change in how we link remuneration to these goals, to make sure that attention is being paid to them because we know what gets measured gets done usually. [A question is] how we still take account of the fiduciary responsibilities within the broader context of all stakeholders, and not just investors.” (Helen Pitcher OBE)

Areas for boards to consider

  • Sustainability is no longer a choice – it is an imperative.
  • Shareholder and stakeholder interests are not an “either, or” option. It is an imperative.
  • The Business Roundtable has set its mission towards the welfare of all stakeholders (not just shareholders). How is that welfare defined? How is long term value defined?
  • How do boards reframe the agenda for executives in order to ensure “sustainability and stakeholder welfare?
  • Should regulation drive the agenda, or should leaders lead by values that frame strategic decision making in doing what is right for business and society?
  • What is the methodology for making trade-offs (decisions that serve the interests of shareholders vs stakeholders?).
  • Are some stakeholders more important than others? Who decides and by what criteria?
  • How does the board ensure the dividend and the long-term value for sustainable societies?
  • How does the board align executives’ compensations/incentives and interests towards what determines “sustainability”?
  • How do accounting rules adapt towards sustainability, and how does the regulator enforce disclosure on ESG rules?
  • Who does the board owe fiduciary responsibility to? Does “fiduciary responsibility” apply to all countries in all legal systems?

 

Increasing focus by larger investors, and other stakeholders on ESG and longer-term sustainability rather than shorter-term returns mean that boards need to openly and frequently discuss what this means for them.

Cleopatra Kitti added that boards also need to consider that stakeholders have increasing expectations of transparency. So, an important question for directors is how their companies track what they define are the right things to do, considering, for instance, the tensions between shareholder value and stakeholder value, sustainability and profitability, or cashflow preservation and sustainability.

She also noted that the upcoming COP26 (UN Climate Change) Conference in November 2021 is likely to increase investors’ focus on transparency and robust accounting mechanisms, leading to more clarity on how companies explore these areas. Further, the expected European Central Bank taxonomy on banks’ risk of capital may increase the cost of capital for certain types of industries.

“Not every legal system recognises fiduciary responsibility as a board obligation or responsibility. So, it brings us back to the point that this is about ethics and culture, and setting the tone at the top, more than a compliance or regulatory, for a regulated decision-making process. So, it’s up to the board to define in practice values of what is sustainable and the right thing to do.” (Cleopatra Kitti)

Areas which IDN members discussed included:

  • Companies should do the right thing – pursuing sustainability and profitability and support shareholders and stakeholders need not necessarily be a trade-off.
  • It is crucial to get ESG into the mainstream board agenda. Responsibility for this rests with both the board and management.
  • Set the right KPIs as the wrong ones could lead to unintentional consequences. Some leading organisations now have integrated their ESG ambitions into their company ambitions and aligned this to the bonus system of executive committees.
  • Reset remuneration levels for non-executives, given the increasing levels of responsibility and accountability they hold.
  • Stakeholders will likely ask many more questions including on ESG at AGMs in 2022. Again, these are more likely to be in person rather than virtual.

In conclusion, as Helen Pitcher OBE summed up, “it is a hard topic but it’s not a topic that boards can avoid. It should be part of the strategic imperatives of the organisation.” It is a constantly evolving journey instead of a static situation on which boards need to go on.

Cleopatra Kitti added, “it’s an innovation journey. There is not a one size fits all and there are not prescriptive indicators or decision-making processes.”

 

Recommended reading and viewing

So Long to Shareholder Primacy

https://corpgov.law.harvard.edu/2019/08/22/so-long-to-shareholder-primacy/

Directors’ Oversight Role Today: Increased Expectations, Responsibility and Accountability—A Macro View

https://corpgov.law.harvard.edu/2021/05/10/directors-oversight-role-today-increased-expectations-responsibility-and-accountability-a-macro-view/

The Future of the Corporation: Moving from balance sheet to value sheet

http://www3.weforum.org/docs/WEF_The_Future_of_the_Corporation_2021.pdf

Measuring Stakeholder Capitalism: Towards Common Metrics and Consistent Reporting of Value Creation

http://www3.weforum.org/docs/WEF_IBC_Measuring_Stakeholder_Capitalism_Report_2020.pdf

Measuring Stakeholder Capitalism: Full List of Revised Core and Expanded Metrics

https://weforum.ent.box.com/s/ieauc14olfozu1k8d4i6qovscu42a4dz

Webinar – “The End of Shareholder Primacy?”

https://video.insead.edu/playlist/dedicated/122053032/1_l1rr6r52/1_utyenvtn

 

 

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

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

 

INSEAD Corporate Governance Centre (“ICGC”)

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

Governance of Social Impact Ventures

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Governance of Social Impact Ventures

Corporate governance of Social Impact Ventures can be challenging but yet rewarding for directors.

By Karen Loon IDP-C and IDN Board Member

Social impact ventures (SIVs) are increasing in popularity. However, what does this mean, and what are the challenges and the benefits – for society, companies and yourself? What is the trade-off between producing financial returns and creating social or other sustainability impacts? How can the risk of “impact washing” be avoided? How do you evaluate and engage with it as an investor? And finally, how do you engage with it as board director?

On 11 May 2021, INSEAD Directors Network (IDN) members interested in SIVs had an opportunity to learn more about engaging with SIVs as board directors.

The session framing remarks were provided by Professor Jasjit Singh, The Paul Dubrule Chaired Professor of Sustainable Development, INSEAD, with panellists who have completed the INSEAD International Director Programme (IDP), Roberta Casali, Luigi Passamonti, Rodrigo Sepulveda Schultz and Jerome Wittamer sharing their perspectives as directors and investors in SIVs.

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

Governance of social impact ventures

The corporate governance of SIVs varies significantly, as the ownership structure of the ventures influences it.  While SIVs are purpose-driven, this focus can sometimes be diluted when they are acquired by a larger company, which is a common exit route for SIVs.

Highlighting some examples such as Ben and Jerrys and Body Shop, Professor Singh said that where an SIV is private, controlled by one or two investors, and is entrepreneurial, it tends to be closely aligned to the entrepreneur. However, “once you’re a part of a larger company or once you go public or things like that, it’s usually much harder”, noted Professor Singh.

Over the past decade, many companies have made a broad move towards having a sense of purpose and a stakeholder view, in line with the increasing focus on ESG.

“Even CEOs now feel much bolder than they did 10 years ago about how they communicated with shareholders who would very aggressively by asking them only to think of profits and nothing else as a metric.” – Professor Singh.

However, he highlighted that whilst private companies can do certain things, there can be limits on how much can be done if the SIV were to go public or sold to a large company.

A governance challenge for many SIVs is making a “trade-off” between purpose and value proposition.  A growing area that aims to enhance the governance of SIVs is that of independent assessments and certification. However, there is still work to be done by many companies in this area, which is not easy, given the varied stakeholder interests.

Finally, Professor Singh reminded participants that many different vehicles could be used for positive impact.  He suggested that “we need to go outside just thinking, purely of price as a signal of value to these alternative means of sustainable business.”  An important area is to ensure that people are looking into is ensuring that there is “ecosystem building and public policy” that enables corporate governance and sustains purpose.

Thoughts and advice from IDP participants

The panellists shared their personal experiences as directors of and investors in SIVs.  Views included:

Role of the board and directors of SIVs

1. Impact drives the strategy

Boards need to understand what the impact of the SIV is, which is challenging as the definition of ‘social’ is very broad. Boards and their directors should all agree on how to define it, making it explicit in the strategy, and measuring and communicating results – which is not easy as there is no one right answer.  Questions which they could ask themselves include:

  • What does it mean to make a real contribution to society?
  • How can we really make a difference?
  • What is the company’s purpose?
  • Who are we serving?
  • Are we really having an impact?

Boards and management need to ensure alignment of the organisation’s impact mission with profit-making/financial sustainability purpose.  The strategy should ensure that there are no concessions on either count.

2. Have a mindset for impact

Board directors should have a mindset for impact. They need to be aware of their role and the value of their responsibilities.  To be fully effective, their personal values should be fully aligned with the organisation’s mission.

They also should ask management challenging questions about how the strategy works, have we considered the interests of relevant stakeholders (including but not limited to shareholders, investors, clients, employees), and potential conflicts, which often will be a rigorous and intense process from the beginning. In addition, they must remain independent, competent and aware.

Finally, directors should also beware of oversimplifying – and over-focusing on the numbers.

3. Purpose needs to permeate through the organisation.

Boards should ensure that the SIV’s corporate culture and leadership are aligned.

4. Have humility and a willingness to learn

SIV board members should have humility and a desire to learn and participate inside the board with a large EQ engagement. They should ensure that they continually expand their horizons as a board member and go beyond their comfort zone to challenge themselves and management.  One way for board members to learn about SIVs is to mentor them on various business skills.

Current challenges for SIVs

  • Markets value certainty, clarity and simplicity. There is some way for impact investing to go in this area to define the different concepts more clearly.
  • Measuring impact – This is extremely important but hard to define. There is no ‘silver bullet’ answer – it depends on what you what to measure.  It is best when it is very specific – the outcome of what you do is what matters.
  • Ensuring that SIVs are properly funded.

Several participants expressed interest in a continued an IDN dialogue on SIV governance. A promise to organise more work in this space was noted in the webinar chat. Should you be interested in connecting with a community of other IDN members interested in SIVs, please reach out to Hagen Schweinitz at [email protected], or directly to any of the four IDN panel members.

 

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

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

 

INSEAD Corporate Governance Centre (“ICGC”)

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

 

Best practices of independent directors in family owned-firms

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Best practices of independent directors in family owned-firms

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

By Karen Loon IDP-C and IDN Board Member

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

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

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

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

 

The role and challenges of independent board members

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

1. Combine the best of both worlds

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

2. Help develop the family spirit

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

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

3. Take the heat out of the decision process

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

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

4. Engage young family members

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

 

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

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

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

Three best practices shared by IDN members included:

1. Understand dynamics of the family

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

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

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

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

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

2. Build a coalition of independent directors

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

3. Build relationships with all board members

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

 

To view Martin Roll’s slides, visit here.

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

 

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

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

 

INSEAD Corporate Governance Centre (“ICGC”)

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

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

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

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

By Karen Loon, IDP-C and IDN Board Member

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

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

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

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

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

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

How to create and lead a family business board

Download Martin Roll’s presentation (PDF)

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

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

 

 

 

 

 

 

 

 

Source: Martin Roll

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

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

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

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

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

Experiences and perspectives on family business boards

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

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

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

Challenges for independent directors are:

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

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

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

Conclusion

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

 

 

 

 

 

 

 

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

 

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

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

 

INSEAD Corporate Governance Centre (“ICGC”)

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