Tag Archives: #purpose

Board best practices in an era of hybrid corporate governance

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Board best practices in an era of hybrid corporate governance

What are the current board best practices across different governance situations, different ownership forms and jurisdictions, and different industries and maturity of companies?

By Karen Loon and Pamela Ravasio, IDN Board Members

On 26 April 2021, over 100 INSEAD Directors Network (“IDN”) members had the opportunity to share their international experiences of best practices of hybrid corporate governance in a webinar facilitated by Liselotte Engstam IDP-C and IDN board member.

What were some of the current corporate governance best practices which our global members have observed?

 

The increasing importance of ESG and sustainability

Sustainability and ESG are increasingly hot topics in the boardroom.  It was highlighted that organisations that have so far embraced and succeeded in making good progress in ESG and sustainability have a track record of being more purpose driven.  For organisations with a different history and have not been predominantly purpose driven from their inception, it is much harder, and they have to ‘learn’ or even reinvent themselves to make significant progress in this area.

This is a challenge that not only businesses face. Even many NGOs and not-for-profits who have so far fared well focusing on single issues (for example, animal rights and veganism), have to update their ‘raison d’etre’. Adjusting to a world where not single, but complex and multi-dimensions ESG and sustainability challenges need addressing is something novel for many of them.

It can hence be said that, for organisations, the process towards embracing and embedding ESG and sustainability needs to be viewed as part of change management and culture change exercises, as it will have significant implications on new business, reporting, disclosure and future success, none of which can easily be templated.

Associated with this, some believe that ESG and sustainability discussions at the board level are taking place at a relatively high level (30,000 feet level) and have concerns that there may be a disconnect between board discussions and what is happening at the ground level.  It has been pointed out that best practice board members are visiting facilities or possibly even have independent conversations with on-the-ground members of their network to ensure they understand what sustainability means at the working level, and to feel the organisation’s temperature.

Luckily it becomes also increasingly common for ESG dashboards to be used within organisations. Such tools, assuming that appropriate and relevant metrics are being used, allow for a quick change of altitude and effective deep dives if and where required.

The evolving role of the board and the chair

In an environment where regulators, the investment community, and stakeholders are focused on the purpose and strategy of companies and board performance, directors need to become increasingly curious and ensure that they have the right lenses on the future of their organisations.

In a hybrid corporate governance environment, the role of the chair is essential to invigorate open discussions, create safe spaces and ensure that the board has sufficient time to reflect.  The chair also needs to ensure that he/she doesn’t “broadcast” and that boards operating virtually do not compromise on the quality of debate, become too tunnel-visioned and functional, and have short-sighted discussions.

Board meetings are getting shorter; however, there may need to be more discussions on important topics such as innovation, some of which may need to be away from the board room.

Finally, with an increase in the number of start-up boards, boards and their directors are focusing on best practices in pulling together start-up boards, finding the right directors, and professionalising them.

Board composition – Bringing new perspectives into the board room

With new pressures on companies and their directors requiring them to bring new perspectives into the board room, most boards have been looking at how they can find the right talent.  Expectations on nominating committees to increase the value that they add to their organisations are rising.

In line with increasing recognition that not all expertise needs to be on the board, many companies have established advisory boards to advise management, which allows for talent gaps to be filled more quickly and supplement internal resources.  Some are including people with innovation, digital and ESG expertise on these boards.

Boards are also looking for directors to bring more contrarian views.  Examples include having younger voices in the boardroom, obtaining employee points of view (to understand well-being and resilience) and inviting customers to speak to boards.  The composition of the board needs should take into consideration the need for generational and other diverse views, as well as experience.  Others are looking for expertise beyond their borders. For example, some of the leading practices concerning digital are from Asia (specifically China) and Africa.

Improving board effectiveness

In line with the need for boards to be more agile, more established boards are doing evaluations and gap analyses, which are essential given the speed of change and the need to quickly assess whether boards need new talent.  These are formal and informal, take place more frequently, and look at what to start, stop and continue, moving beyond a checklist approach.

Over the past 18 months, most boards have become more digitally savvy. However, some highlighted that having one or two board members with digital experience doesn’t translate to the whole board collaborating well using technology.  It is taking time for most boards to learn how to best use technology in the boardroom, with some needing to accelerate their progress in this area.  One tool that some boards are exploring is the use of electronic signatures.

 

IDN’s next webinar on Successful Family Business Boards – Best Practice Discussions will be held on Monday, 17 May 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 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

 

IDN Webinar: Tech for Good – What is the role of company boards?

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IDN Webinar: Tech for Good – What is the role of company boards?

Company boards have a key role to play in guiding organisations in the digital age.

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

To celebrate the first ever digital edition of Global INSEAD Day on 12 September 2020, the INSEAD Directors Network (“IDN”) Global Club held a webinar open to all on “Tech for Good – What is the role of company boards”.

The global panellists were IDN Americas ambassador, Mary Francia, IDN Australia and New Zealand Ambassador, Helen Gillies and Dimitri Chichlo from Switzerland, who are all experienced Non-Executive Directors and INSEAD certified directors (IDP-Cs).

The panel was facilitated by IDN Board Member, Liselotte Engstam based in Sweden with Q&A support from Karen Loon, a fellow IDN Board Member based in Singapore.

Following an introduction by Liselotte Engstam, the panel conversation covered four broad areas:

  • How technology aligns to an organisation’s purpose and strategy
  • The increasing importance of stakeholder communication
  • How can boards best support management in the digital age
  • How can current and aspiring board members keep up to speed with developments

Technology should be core to your organisation

All three panellists agreed that today’s organisations must ensure that technology is an integral part of their strategies.  With companies facing increasing focus by external stakeholders, whether investors, clients or employees who are holding boards to account, organisations must have a proper purpose, and technology must support that purpose.

As Helen Gillies said, “Technology is just key – it impacts everything that we do; every interface that we have with our external stakeholders, clients, employees, every aspect of our business sales, so it’s just integral.  And so that means we must get that strategy around technology right”.

A challenge highlighted by Dimitri Chichlo which boards face is that few boards have people with technology and operations (including cybersecurity) experience, with the majority being business leaders.

Mary Francia added that a question boards need to tackle is how best to manage new risks which are much wider than financial risks – whether technological, geopolitical, environmental, social and governance.  “Without the right composition with other vital skills and expertise, you may not have the requisite depth to ask the right questions when it comes to technology, and to support and build what is driving tech for good” said Mary.

How can boards best support management in the digital age?

According to Helen Gillies, board members have a key role to ensure that the purpose of their organisations are reviewed regularly with management.

“As board members, one thing that’s really critical is we have to be curious. So we have to be looking outside our organisation the whole time thinking what are our clients during, what are our competitors doing, how do we make our organisation better, so that that the concept of being hungry for information is really key” – Helen Gillies

A good practice which Dimitri Chichlo shared on how he supports management was to build rapport with senior leaders outside of the boardroom as soon he started his role to create some proximity with them, which was very much appreciated by management.

Because of increased pressure from investors and stakeholders, to enhance the competence of boards, in addition to more board education to support existing directors, Mary Francia sees more companies looking at their board compositions in detail, and  doing board assessments to look at the skill sets of the boards and gaps to identify whether new people should be brought in, committees created or advisors sought.  She highlighted the importance of boards having an inclusive culture for change.

The increasing importance of stakeholder communication

All panellists agreed that communicating more broadly about environmental, social and corporate governance (“ESG”) to stakeholders is becoming increasingly important.

Organisations should look beyond their local listing disclosure requirements, and share with employees, communities they work in, clients and investors more about what they are doing.  Further, they should understand the stakeholder concerns of their company’s most material stakeholders and ensure that they communicate messages clearly in a language which stakeholders understand.  Appropriate board level dashboards on the metrics which really affect the individual company’s business context are important as well as looking at the right outcomes.  Finally, having the right accountability, measures, and appropriate links between behaviours and remuneration (which are aligned the purpose of the organisation and its strategy) is crucial.

The panellists also highlighted that having technology and HR competencies on the board, and also ensuring that the management of HR and Technology partner together more closely is also going to be increasingly more important in the future, given that technology should be core to all organisations in the future, and often these two functions are not as aligned as they should be.

Mary Francia also reminded participants of the increasing importance of boards having an inclusive and ethical mind when looking at technology, and how it is applied.  Dimitri Chichlo added that this in particular needs to be considered when supporting employees as they adapt in the new world, as technology will impact different generations of employees in different ways.

How can current and aspiring board members keep up to speed with developments?

Our panellists were enthusiastic about the power of IDN’s network, its webinars and its mentoring programme to connect members which are excellent ways for IDN members to engage and keep up to speed.

“… the nice thing is to be able to just get on the phone and talk to one of your directors in Turkey for example or in India, and being able to discuss about a subject because the perspective is so different for every one of them; that that just only enriches and that you just cannot find anywhere” – Mary Francia

Liselotte Engstam highlighted that aspiring directors should seek broad experiences and try to get some P&L experience and run a business to become more familiar with dealing with complexity.

Mary Francia also recommended that aspiring directors gain experience early in their careers in more than one functional area, and “be brave enough to try something different”.

Dimitri Chichlo shared that “…if you work in operations, you will always touch technology, and you will learn on the spot.  Whilst books are great, learning with… IT people on the spot gives you an incredible amount of knowledge”.  He also mentioned that there are many shorter online programmes available which board and aspiring board members can do to help them keep up to speed with emerging trends and developments in technology.

When considering board roles, panellists however cautioned aspiring directors to ask specific questions to assess whether they are really comfortable with the risk of the organisation and how that organisation does things when things go wrong.

Final advice to board members

In their concluding remarks, the panellists highlighted that the rapid pace of change with technology, what organisations are doing now will not be what they are doing in another five or ten years.  Boards need to anticipate the technological changes and keep up with them.  Board members should also ask good questions about whether the organisation is innovative, sustainable, able to adapt to technological changes in the future, accountable and inclusive.

As Helen Gillies concluded, “…the current pandemic has challenged all of us thinking about everything…  How do we do things better? How do we challenge our thinking?  Because what was normal yesterday is not going to be normal tomorrow”.

A replay of this webinar will be available to INSEAD alumni shortly.  IDN’s next webinar for members will be on 16 October 2020, as part of the INSEAD Directors’ Forum.