Who's minding the store?
Van der Heyden agrees: "The INSEAD Corporate Governance Initiative (ICGI) was launched in 2010 as INSEAD's response when the financial crisis revealed a systemic failure in governance at corporate, regulatory, and government levels in the financial sector. We aim to develop and educate international directors, undertake research, and bring together chairmen, senior board members, active owners, and academics to discuss the changing realities of governance practices and issues. In the two years that ICGI has been in existence we have put the topic on the map," says Van der Heyden, "and we are starting to impact the governance world with our contributions."
Meynell sees the need for combining learning with experience to prepare new board members. "There needs to be a mix," he says. In addition to what can be taught, "there is another set of skills that, like a lot of things in life, you can really only learn with experience on a board with a good chairman and other board members." And there is a responsibility," adds Sanglé-Ferrière, "to properly induct new board members, to expose them to executives, to visit sites, to visit clients. And it is important that a new board member have a mentor - someone to explain the subtleties of the board and of the company."
Independence as prerequisite
"You have to be a good manager to become a good chairmen but not all managers can become chairman," Sanglé-Ferrière contends. "What makes a really great non-executive director is their independent mindset ... this means that you are ready to resign if you disagree and that your status is not dependent on being part of the board. You must be willing to ask the tough questions."
Meynell sees a delicate balance between engagement and detachment: "The really great chairmen are the ones who want to see their chief executive succeed but they do it in a way that retains a framework of both governance and support while providing challenges that allow executive teams to flourish."
The demands on non-executive chairmen are increasing but the talent pool is not. And this is particularly true when it comes to identifying qualified female non-executive directors. In France, female board representation is legally mandated - 20 percent in 2012, rising to 40 percent by 2017. The number of women on CAC 40 boards grew by 44 percent in 2011. And Russell Reynolds are increasingly placing female non-executive directors; in the past year, about 22 percent of board appointments they have recruited have been women.
But meeting the legal requirements is not easy - it means finding capable women who are willing and able to stay in the business environment in a non-executive role after they leave their executive careers. Meynell speculates that the added difficulty may be due to the fact that women tend to be more efficient about managing multiple demands on their time (the work-and-family balance) and thus more aware of when they might be taking on more than they can handle.
Deepening the talent pool
In any case, especially for women, the talent pool of candidates for board membership in any given country is often too small and recruiters must look world-wide. This could be a contributing factor behind the fact that 28 percent of board members of French CAC 40 companies today are not French.
- Login to post comments