Professional Documents
Culture Documents
Session 2 - Board Effectiveness v1 - Chris Razook
Session 2 - Board Effectiveness v1 - Chris Razook
Session 2 - Board Effectiveness v1 - Chris Razook
Indonesian Entrepreneurs
Organization
Corporate Governance Workshop
October 2015
Board Effectiveness: What Should be Considered?
Board Effectiveness
Proper committees are in place Board discussions are candid with full
Board’s role is clearly defined vis‐
(e.g., audit, remuneration, vetting of issues.
à‐vis management
Board challenges management
nomination) Board understands its oversight
Board size is optimal effectively on issues.
duties (esp. Risk & Control) and
Boards to include appropriate Board working procedures are
has appropriate processes in
mix of executive, non‐executive effective (e.g., meeting proceedings,
place
frequency, formality)
and independent directors Directors understand duties and
Board possesses the optimal Board conducts routine self‐
responsibilities to the company
mix skills evaluations of performance
and shareholders
Board offers routine training to
directors
1
Common Board Challenges Observed
Shareholders
Board acts as a ‘Paper’ board Composed of family & insiders Lack of Financial & Risk ‘literacy’
Audit Other
Risk (Nom, Remun.,etc)
No or ineffective sub-committees Uninformed board – poor Mgt information
No clear division btwn Board & Mgt
Management
Operations
Internal External
Audit Audit
Financial & Admin Management
Risk Management
Internal Control
Shareholders
Board Roles Board of Directors
Management
2
What Type of Board Do You Have?
Low Involvement High Involvement
Board’s Role Overview
Oversight Value Creation
Risk Risk management Strategy
oversight formulation
Organization Basic organizational design (e.g. dominant axis of management,
relations between holdings and subsidiaries)
3
Board Balancing Act
Micromanagement
Mode of CEO exit Detachment
Board vs. Management
What role does Board play vs. Management?
How do we define Corporate Governance?
Mgt Performs; Mgt Performs; Board Board Performs;
No Board Involement Oversees (and Approves) No Mgt Involvement
1 5 10
1. Setting Strategy
Shareholders
2. Resolving Administrative Matters
3. Managing Risks Board of Directors
4. Hiring Staff
5. Nominating Directors
Management
6. Preparing & Disclosing Financials
7. Making Investment & Operational Decisions
8. Setting Senior Executive Compensation
4
Draw a Clear Line Between Board and Mgmt. Duties
For example
How do we define Corporate Governance?
Management: Board:
Develops/recommends strategic Approves strategic direction
direction
Develops/recommends business Approves business plans and
Shareholders
plans and budgets budgets
Develops effective executive board Organizes work of the board
or mgmt. team Board of Directors
Carries out corporate activities to Monitors and guides managerial
achieve corporate strategy and performance
business plans Management
Nose In – Hands Out!
Real Scenarios: Board Role & Operational Decision‐Making
How would you handle these situations?
1. The Chairman of the Board of ABC Company requires the CFO to
send him all checks to be signed by him and he must sign off on
all new hire positions.
2. During the year, the CEO circulates numerous written
resolutions for the board directors to endorse key decisions
taken by the Chairman and key executives.
3. The Chairman has asked to modify the company Articles to
setup an Operations Committee which has the power to make
key decisions on behalf of the board it deems necessary, in
order to make more efficient decisions.
4. The Audit Committee of this company met 40 times during the
year, to increase focus on internal audit issues.
5
Sample Authority Matrix
Board ‐ Audit Investment
No. Authori ty AGM General Committee Committee CEO Management
How do we define Corporate Governance?
A. General Corporate Authorities
Scenario: Chairman’s Role
How do we define Corporate Governance?
Mr. Saeed and his family own 80% of Company X. When asked
about his role as Chairman/CEO, Mr. Saeed said:
Shareholders
“My board serves me well and helps me make important decisions
for my bank. I handpicked all members of my board and they’ve
become very close friends. This makes board meetings run very
Board of Directors
smoothly, since they can agree to my decisions quickly and move
on. There is rarely any dissent – I emphasize everyone being on
the same page. In fact, sometimes I can avoid unnecessary
Management
meetings by simply making a few phone calls for a decision.”
6
Chairman vs CEO Role
The Chairman should The CEO should
• Ensure that the board is engaged and • Ensure that the company as a whole
committed via strategy formulation is running with motivated staff
• Chair at board and shareholders • Oversee operations of organization,
meetings; set the agenda, facilitate manage human and financial
constructive deliberations (& dissent) resources
• Involve all directors in discussions and • Formulate policies and planning
decision making recommendations with the board
• Take a lead role in determining • Support board by providing timely
governance structures and processes information and interfacing between
• Ensure the board receives proper board and staff
information • Ensure link among company,
• Ensure links between board, community and stakeholders
shareowners and stakeholders • Draw clear line between boards and
• Draw clear line between board and management’s responsibilities
management responsibilities
Shareholders
Board’s Role in Strategy
Board of Directors
Management
7
Real Scenario: Strategic Decisions
How would you handle these situations?
How do we define Corporate Governance?
Maxim Plastics Company has been seeking to expand into other
Asian countries due to their recent success in their home country.
The Chairman/CEO, Mr. Frank, happily reported to the board at a
Shareholders
recent meeting that the company had purchased a 20% stake in a
Foreign Bank. Board of Directors
Mr. Frank explained the Foreign Bank was desperately seeking
capital and so he was offered a great price that he could not refuse.
Management
So he decided to make the purchase.
When one board member objected to the decision, Mr. Frank said he
had consulted with the Executive Committee for their advice before
the purchase.
Board Role in Strategy Formulation
Approve
Revise, Adapt as Policies
needed
Proactive
preferable to
Reactive
Clarify roles &
Oversee responsibilities
Progress
Monitor developments
and key indicators
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Red‐Flags on Board and Strategy
Shareholders
Director Duties Board of Directors
Management
9
Real Scenarios: Director Duties
How do we define Corporate Governance?
1. When interviewing a senior board member for this bank, he indicated that
his primary interest as a director is to obtain favorable terms on loans for his
other businesses. He said he is one the bank’s biggest customers.
2. Shareholders
A board member represented a 30% shareholder in this company and
indicated that his primary duty as a board member was to look after his
investment.
Board of Directors
3. A board member was appointed to the board by her family, which holds a
controlling interest of this company. She attends meetings once/year, but
often votes via written resolution according to her father’s (Chairman)
Management
instructions .
4. This board member represented a 20% investor. He and his other colleagues
who work for the 20% investor rotate attendance at the board meetings.
Sample Director Duties: Important Directors
Understand & Commit to These
How do we define Corporate Governance?
1. The director shall fully understand the Board’s roles 5. The Director shall commit adequate time to the
and responsibilities as identified in the Board position…
Charter... 6. The Director shall ensure maximum
2. The Director shall fully understand the corporate contribution of his/her knowledge, skills,
governance and ethics policies of the company… expertise, abilities, and professional
3. The Director shall exercise fully duty of loyalty to the resources...
Shareholders
company, by NOT: 7. The Director shall fully participate in Board
‐ Conducting transactions in which they have a personal discussions by ensuring that he/she gives full
interest; Disclosing confidential information; Entering consideration and depth of analysis to issues…
into contractual relations with a competing company;
Board of Directors
8. The Director shall ensure objectivity of analysis
Using assets and facilities of the Company for personal
benefit/gain; Using information and business
promoting long‐term interest of company …
opportunities received in their official capacity for 9. The Director shall ensure that he/she takes
personal gain individual responsibility to stay educated and
4. The Director shall exercise full duty of care to the informed …
company, including:
Management
10. The Director shall voice concern to the
‐ Acting honestly in the interests of the Company; Chairman or other members as appropriate, if
Displaying maximum care and prudence that may be he/she feels that any of the terms discussed in
expected from a good manager in a similar situation these TORs are not being realized…
and under similar circumstances; Ensuring that the
Company acts in compliance with all applicable laws
and regulations; Requesting sufficient information from
management to enable him/her to make balanced
decisions.
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The Role of Directors
Strategy: constructively contribute to and challenge management’s
development of strategy
Performance: scrutinize the performance of management in meeting agreed
goals and objectives and monitor the reporting of performance
Risk: ensure that financial information is accurate and that financial controls
and systems of risk management are robust and defensible
People: determine appropriate levels of remuneration of executive directors.
Take a prime role in appointing, and where necessary removing, senior
management and in succession planning
Source: Higgs Report, UK
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Can You Answer the Following?
What is my specific value adding contribution to the board?
What is the specific and unique value of the board?
Do I know intimately the business model and the key value
drivers?
Do I update myself regularly – beyond preparation for the
individual session ‐ on industry and technology trends,
competitors’ strategy and regulatory changes?
Do I know what shareholders and important stakeholders expect
from me as a board member?
And – last but not least – does this board work give me personal
satisfaction, learning opportunities and a chance to make a
difference?
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11
Shareholders
Board Composition Board of Directors
Management
Board composition – Primary functionaries
12
Sample Independence Definition
Independence criteria (from UK Combined Code):
How do we define Corporate Governance?
The individual would not be considered independent if he/she:
has been an employee of the company or group within the last five years;
has, or has had within the last three years, a material business relationship with the
Shareholders
company either directly, or as a partner, shareholder, director or senior employee of a
body that has such a relationship with the company;
Board of Directors
has received or receives additional remuneration from the company apart from a
director’s fee, participates in the company’s share option or a performance‐related pay
scheme, or is a member of the company’s pension scheme;
Management
has close family ties with any of the company’s advisers, directors or senior employees;
represents a significant shareholder; or
has served on the board for more than nine years from the date of their first election.
What Value Do Independent Directors Add?
• Help ensure a professional member with the right qualifications,
How do we define Corporate Governance?
skillsets, and commitment is appointed.
• Help ensure that situations are assessed openly and objectively and
Shareholders
bring an unbiased view to board deliberations.
• Are able to act in the best interest of all shareholders (and not just the
Board of Directors
one it might represent).
• Help ensure the long‐term interests of the company are being
Management
considered (and not being influenced by the potential near‐term
strategy of one or two particular shareholders).
• Provide assurance to minority shareholders that their views are being
represented (and the directors are not just representatives of major
shareholders).
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What CG Challenges Might Exist
for SAFECO?
How do we define Corporate Governance?
SAFECO Ownership Structure SAFECO Board Composition
20%: INVESTOR B 8 TOTAL BOARD MEMBERS
70%: INVESTOR A
1 Chairman/CEO Representative of INVESTOR A
10%: OTHER
INVESTORS 4 Non Execs from INVESTOR A
Shareholders 1 Non Exec from INVESTOR B
2 Other Executives (CFO, COO)
Board of Directors
for SAFECO?
SAFECO Board Structure
Audit & Risk Committee Management Executive Committee
Internal Audit
Board Composition
How do we define Corporate Governance?
What skills might be crucial for this Company?
A mid‐size Vietnamese plastics company is seeking to expand into
China and other parts of East Asia.
Shareholders
It also seeking to diversify its products from consumer plastics (e.g.,
food containers) to industrial plastics (for vehicles and
Board of Directors
machinery).
Management
They are seeking investors to fuel their growth – including equity
partners. They are also considering going public in the next year.
The board currently consists of two brothers who control the
company, plus one family friend.
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Board Composition
Client Example 1 – Family Dominated
Executive/
Director Family/ Friend Background Shareholding
Non-Exec
Director 1
Non-Executive None Banking 0.2%
Chairman
Director 2
Executive Family Garments 31.9%*
CEO – Family Patriarch
Director 3 Executive None Banking None
Director 4 Non-Executive Family Friend Construction Company 4.1%
None –but
Director 5 Non-Executive None Banking affiliated with
17% SH
Director 6 Non-Executive None General Business 4.9%
Private EAP Bank seeking equity investors
58% owned by one family; Ultimate beneficial ownership
unclear
8/11 directors are Family/Friends or Execs
Board Composition
Client Example 2 – Key Person Risk
Executive/ Non‐Exec/ Family Share‐
Director Role Age
Independent Relation holding %
Director 1 ‐ Chairman Independent Board Chairman ‐ 83 .05%
Director 2 – CEO Family Main Family
Executive CEO 54 2.9%
Patriarch Shareholder
Board Vice‐
Director 3 Independent ‐ 83 .14%
Chairman
Audit Committee ‐
Director 4 Independent ‐ 75 ‐
Chairman
Director 5 Independent Audit Committee ‐ 76 ‐
Public EAP Company seeking equity investors; meets listing requirements
76% owned by one family via family investment companies
Board meets quarterly; but only very high‐level engagement; Key‐Person Risk
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Considerations for Board Composition
How do we define Corporate Governance?
Type: Executive ‐ Non‐Executives ‐ Indpedendents
Board Composition Considerations
Ask Yourselves…
Sample Board Composition – Closely Held Company
How do we define Corporate Governance?
1 Chairman/CEO from MAJORITY INVESTOR
2 Non Execs from MAJORITY INVESTOR
2 Executives
Shareholders
Do we have the right skillsets/expertise to guide strategy into new markets/products?
Is there adequate separation between the board and management for proper oversight?
Are interests of other investors represented?
Board of Directors
What signal are we sending to the market/potential investors/stakeholders?
Would more diverse perspectives improve our decision‐making, strategy formulation?
Are we structured for long‐term sustainability (i.e., not centered on 1 or 2 individuals)?
Towards an Improved Composition…but no one right answer!
Management
Independent Chairman
Strong Industry, Finance Expertise
Proper independence/objectivity ‐> minority SH views
Collective experience in diverse markets/products
Proper balance between Executives/Non‐Executives
Facilitates proper committee composition
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Survey of Board composition at Large Banks
after the Financial Crisis
How do we define Corporate Governance?
Board Board
#New NEDs CEO/Cha Independen Former CEO
Bank size size
added ir split? t Chair on Board
2007 Current
Bank of America 17 15 8 Y Y N
Barclays 16 13 Shareholders
3 Y Y N
BNP Paribas 15 14 1 Y N Y (as chairman)
Citigroup 13 17 8 Y Y N
Board of Directors
Credit Suisse 13 14 3 Y N (new chair) N
Deutsche Bank 20 20 3 Y N N
Goldman Sachs 12 12 2 N N/A N
Management
HSBC 18 21 7 Y N Y (as chairman)
JP Morgan Chase 12 11 0 N N/A N
Lloyds Group 14 14 5 Y Y (new chair) N
Morgan Stanley 12 14 2 Y N (new chair) Y (as chairman)
RBS 16 12 7 Y Y (new chair) N
Shareholders
Board Dynamics Board of Directors
Management
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Real Scenario: Board Dynamics & Decision‐Making
Consortium of four strategic investors (combined 70% ownership) each have board appointee
Those four dominate the board decisions, often meeting beforehand to take a decision.
Chairman is long-time friend of one consortium member and defers to them.
Each committee has at least 2 consortium members.
CEO is brother of one Consortium board member.
Real Scenario: Ineffective Board Members
How would handle the situation?
Current Board Structure Observations
Executive / Non‐
Name Representing
Executive The Wives feel they
cannot contribute due to
Chairman Executive Family their husbands
CEO Executive Shareholders
Family Investor A usually does
not attend or just sends
Vice‐Chairman Non‐Executive Family one person
Board of Directors
Wife Chairman Non‐Executive Family Investor B sends
different people each
Wife Vice‐Chairman Non‐Executive Family time
Investor A Appointee Non‐Executive
Management
Investor A Most decisions made by
Chairman and CEO
Investor A Appointee Non‐Executive Investor A
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Shareholders
Board Committees Board of Directors
Management
Common Committees
To provide financial oversight and ensure for appropriate control structure
How do we define Corporate Governance?
Audit Board chairman not a member; nor are executives; Should consist exclusively of independent
directors
Committee Focus Areas:
Accounting issues and policies; review of financial information
Risk management, internal controls and audit procedures
External audit issues and report
Shareholders
May also consider legal matters and compliance
To ensure for appropriate board composition.
Ideally, all independent; at minimum, chairman independent, remaining directors non‐
Nominations Establishing an Audit Committee
Board of Directors executive
Focus areas:
Committee Nominations: Chooses the candidates for director and CEO; reviews and approves other
senior appointments
Evaluation and training: Organizes or carries‐out board evaluation; conducts performance
Management
appraisals of directors and senior management
Succession planning: For CEO, chairman and other key directors.
Increasingly handles “corporate governance” issues
To help set remuneration policy and structure to attract, retain and motivate directors
Composition: Ideally, all independent; at minimum, chairman independent, remaining
Remunerations
directors non‐executive
Focus areas:
Committee Considers matters relating to non‐executive and executive remuneration
Approves changes to incentive and benefits plans applicable to senior managers
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Audit Committee – A must for almost all companies
Roles and responsibilities
» Appoints the external auditor and oversees the company’s relation with them
» Recommends the audit fee to the Board and approves any non‐audit services
Relationship with
provided by the external auditor
External audit » Discusses with the external auditor, the nature and scope of the audit and
reviews the auditors quality control mechanisms
» Monitors and reviews the activities of internal audit
» Ensures that the Internal audit is adequately resourced and has sufficient
Internal audit
standing within the company
function » Maintains the independence of IA and provides necessary resources
» Considers management response to IA recommendations
Internal control
» Maintains a comprehensive Internal control (IC) framework
and risk
» Ensures the presence of a risk management policy document
management
» Reviews significant reporting issues and accounting policies
» Reviews company’s semi‐annual and annual financial statements
Reporting and » Reviews formal announcements made to the shareholders
ongoing review » Reviews primary regulatory returns filed and disclosures made by the
company
» Reviews the going concern assumption of the company
Note: Details on the composition, membership of the Audit committee detailed under the session on Audit committee
Supervisory Board vs Audit Committee
What are Pros and Cons of each?
Board of Directors
Supervisory Board
VS.
Audit Committee (Inspection Committee)
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Real Scenario: Committee Structure
What concerns would you have?
Board of Directors
Audit Committee
4 Members
2 Non‐Executive appointed by Majority Shareholder
1 CFO HR/Nominations/
1 Head of Internal Audit Remuneration
Committee
Non‐Execs have investment experience
3 Members
1 Non‐Executive appointed by Majority
Shareholder
1 CEO
1 Head of Human Resources (not a board
member)
Real Scenario: Group Governancerporate Governance?
What concerns would you have?
Holding Company Structure
Saeed Holding Company Board
100% Saeed
5 board members
Family Mr. Saeed Chairman
SHC Audit
Committee Shareholders
4 CEOs of Each Subsidiary (Saeed Family)
Saeed Construction
Board of Directors Saeed Car
Saeed Insurance Saeed Trading Co
Company Dealer Company
Similar Board Members
3 members from Holding
board plus the
CEO
40% Saeed Holding Co.
30% Mr. Saeed
Audit 30% Various Investors
Committee Same Members
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Real Scenario: Special Committees & Board Authority
How would you handle the situation?
Board (5 members)
4 SH Reps; 1 Exec
Audit Strategy
Committee Committee
Executive Committee (5 members)
2 SH Reps – same as board (60%, 20% ownership
resp.)
1 Outside Advisor (non‐SH)
2 Executives (CEO, CFO)
Meets bi‐weekly ‐ Monitors performance & Makes
key operational/strategic decisions
Management
Units Units Units Units
Units Units Units Units
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Shareholders
Board Procedures Board of Directors
Management
Corporate Secretary – Ensuring Board Efficiency
The professional corporate secretary can help
The duties of the corporate secretary
How do we define Corporate Governance? the board:
Resolves organizational
matters for board meetings Work at its highest level of efficiency, by
Explains the procedural
introducing best practice working
requirements of laws, the Notifies all directors of board procedures
charter and by-laws of the meetings
company
Identify gaps in corporate governance
Shareholders matters and propose ways to address such
The
Conducts induction Communicates to and
weaknesses
trainings for newly Corporate collects voting ballots
elected directors Secretary from directors Assist in establishing and maintaining clear
Board of Directors communication between the various
governing bodies of the company in
compliance with the company’s articles,
Establishes templates for
Ensures compliance with the charters, and other internal regulations
preparing board papers &
board procedures
presentations
Takes the minutes of
Management Ensure that the governing bodies follow
board meetings existing internal corporate rules and
policies, and change them, or institute new
ones, when appropriate
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Board Procedures
How do we define Corporate Governance?
Review board procedures (e.g., meeting proceedings, frequency,
formality)
Set a formal agenda – reactive & proactive issues
Shareholders
Utilize briefing papers for efficiency & efficacy
Consider appropriate meeting frequency and length
Board of Directors
Take and approve formal Minutes
Management
Take care to facilitate discussions to fully vett issues
Consider full‐year program to ensure topics are addressed
proactively
Ensure adequate time spent on the right topics
Simple Procedural Suggestions
Before the board meeting After the board meeting What to expect between meetings
• Ensure there is a process whereby • Copy of the draft board minutes • Send out monthly/bi‐monthly “flash” report
Directors are offered an opportunity to for comment within 10 days of highlighting (could be based on company
comment on the draft agenda; and meeting scorecards)
Directors receive the final agenda and Key financial indicators
meeting papers at least five business Key operational statistics and information
days before the meeting. • Finalized board minutes as a
record of the proceedings [but Information on any deviations from
generally only approved by the budget, forecasts, etc.
• Directors should have regular and free access board at the next meeting]
to the board Chair in the first instance, and in Summary of major highlights/events in
discussion with him/her may then be directed past month
to the CEO and/or corporate secretary • Action log summarizing key Indication of progress of action log since
decisions taken at meeting, previous board meeting
• As needed, hold separate sessions with non‐ actions to be undertaken in • Include summary cover report from CEO
executive and/or independent board regard to decisions and indicating any important issues for board’s
members immediately before or after the responsibilities for the execution consideration and providing a short “state of
meeting to offer a forum to voice any of the actions the nation” summary of operational
concerns about board functioning or performance to date and any industry
dynamics. developments that are substantively relevant
• Timetable or targets for execution
of agreed actions/decisions • Copies of any media coverage on the
• Develop an Annual Board Plan which lays out company and/or industry that might require a
the tentative schedule of meetings (including
committees) and key topics to be addressed note from CEO to put the issue/s in context of
over the course of the year (which of course current operational performance or strategy
will be supplemented with other timely issues • Copies of any reports by industry experts and
as needed). This will add structure and ensure investment analyst reports of company
the board doesn’t lose sight on major items it and/or its competitors
should focus on (e.g., Strategy, Org
Development issues, CG Evaluation, etc). • Information on any major developments in
the market and implications for the board
and/or company e.g. new laws or regulations,
corporate governance issues, etc
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Good Practice: Develop a Board Calendar
Sample Board Calendar
49
Board Work Plans – Good Tool to Improve
Committee Functioning
How do we define Corporate Governance?
Sample from Audit Committee Work Plan
Responsibility How? Committee Tasks Frequenc Timeline
y
A. Review bank’s The AC will form an opinion on the A1. Review annual plan of internal & Annual
Internal Control state internal controls in the Bank external auditors.
systems based on internal audit and
external audit reports. TheyShareholders
will
summarize their opinion in their
report to the AGM and for the
Annual Report.
Board of Directors
A2. Receive & discuss reports of IA. Monthly
A3. Receive & discuss reports of EA. Semi‐
Annual
A4. Prepare report to Board on Annual
Management
effectiveness of internal controls.
B. Review internal The IA will execute reviews based B1. Receive & discuss reports of IA Monthly
auditor’s reports on their annual plan (risk‐based) (same as A2).
approved by the board. Each
month, the board will receive
reports on new findings and a
status of the prior mitigating
actions.
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At the end of the day, the Board should….
How do we define Corporate Governance?
Question intelligently
Debate constructively
Shareholders
Challenge rigorously
Board of Directors
Decide impartially
Management
Board Evaluations – Sample Criteria
Board Group Evaluations Individual Director Evaluations
How do we define Corporate Governance?
Performance against set objectives Preparation for board meetings
Board’s contribution to strategic Attendance at board meetings
development/oversight Contribution at board meetings
Board’s contribution to promoting Level of understanding of the company’s
Shareholders
portfolio management, risk management business
and control Contribution to strategy, portfolio
Board has right mix of up to date management, and risk management
knowledge and skills Trusted and respected
Board of Directors
Board’s response to any problems or Keep their skills up to date
crises Good interpersonal skills
Relevance of board agendas Open and independently minded
Board communication with management Management
Adherence to duty of care and duty of
Contribution to General Assembly and loyalty
annual report
Effectiveness of the board’s committees
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Questions to Ask before the Board Meeting
Does the agenda reflect the priorities, we need to address as a board? Are the most
important, open questions first?
Is the information provided by management precise, comprehensive, but condensed
enough to understand the issue and the decision asked for?
Do I have enough external information (independent from management) available for
my judgement?
What are the topics, where I can add special value, given my knowledge and
experience?
Where do I need to challenge management or the chairman, even to “stir the pot”?
53
Questions to Ask during and after the Board Meeting
Do I really listen to the others?
Are my contributions “on spot” (no more than 4 sentences) and grab the attention of the others?
Do I really focus on what is important for the outcome and in line, where I am competent – or just
where I have an opinion?
Is the agenda (and time prioritization) followed? If not: for a compelling reason?
Do I challenge others, especially management, in a professional way, respectful but tough on the
issue, keeping the personal relationship?
Is the work of the board committees sufficiently aligned with board priorities? Do I learn enough
about their work and outcome? Do I communicate enough about the committees, I serve on?
Do I need to give feedback to the chairman or CEO regarding the flow of the session, their
behaviour or the preparation?
27
Example of a Board Meeting Agenda
Approve minutes of last meeting
Approve routine matters requiring limited discussion
Operating and financial performance against business plan
Executives’ reports – business unit performance
Board committee reports
Discuss and approve material transactions
55
ABC Board of Directors
• 5 Members, of which:
• Chairman/CEO
• 1 shareholder nominees (includes the Chairman)
• 1 Executive (CFO)
• 2 Independent
*Many decisions made by Chairman and the SH Nominees
Chairman/
CEO
Internal
Audit
Department
Department
Heads
Department
Heads
Department
Heads
Department
Heads
Heads
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Mini Case (After): Revised Board Structure
ABC Board of Directors
• 7 Members, of which:
• 3 shareholder nominees (includes the Chairman)
• 1 Executive (CFO – or CEO successor)
• 3 Independent (SGX = half depending)
• Improved Hoteling, Human Capital/Org Dev, Int’l/Regional,
Finance/Acctg Experience Corporate
• Meet at least monthly, as needed Secretary
Recommendations made to the full Board for approval on various issues
Board sub‐committee Board sub‐committee
Other Working Groups Governance & Organization
Audit & Risk Committee (As needed) Committee
• 3 Non‐Exec Members, of which: • 3 Members, of which:
• 2 independent (including Chair)
• Ad Hoc groups created as • At least 1 independent (must be majority
• Financial & audit expertise needed for SGX)*
• Meet 6‐12/year, as needed • Focus on specific issues then • Meet 4‐12/year, as needed
abolished
Key roles: Key roles
Oversight of Audit & risk, financials Corporate Governance; HR & Org
reporting, compliance, internal controls, Development Oversight (incl IT); Succession
conduct, E&S oversight planning; Director Remun/Nomination;
Board Evaluation
*NB: Given SGX requirements for the Nominations and Remuneration Committees to be
a majority independent, this could be carved out as a separate committee prior to listing.
External CEO
Audit
Management Steering Committee
Internal (Management Level)
Audit Compliance
Officer Serves as management role, but also reports on compliance
to AC; Can be combined /w Corp Secretary
Thank You!
ifc.org/corporategovernance
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