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How to Make Boards Work This page is intentionally left blank How to Make Boards Work An International Overview Edited by Andrew Kakabadse Henley Business School, University of Reading, UK and Lutgart Van den Berghe University of Ghent, Belgium Selection, introduction and editorial matter © Andrew Kakabadse and Lutgart Van den Berghe 2013 Individual chapters © Respective authors 2013 Softcover reprint of the hardcover 1st edition 2006 978-1-137-27569-1 All rights reserved. No reproduction, copy or transmission of this publication may be made without written permission. No portion of this publication may be reproduced, copied or transmitted save with written permission or in accordance with the provisions of the Copyright, Designs and Patents Act 1988, or under the terms of any licence permitting limited copying issued by the Copyright Licensing Agency, Saffron House, 6–10 Kirby Street, London EC1N 8TS. Any person who does any unauthorized act in relation to this publication may be liable to criminal prosecution and civil claims for damages. The authors have asserted their rights to be identified as the authors of this work in accordance with the Copyright, Designs and Patents Act 1988. First published 2013 by PALGRAVE MACMILLAN Palgrave Macmillan in the UK is an imprint of Macmillan Publishers Limited, registered in England, company number 785998, of Houndmills, Basingstoke, Hampshire RG21 6XS. Palgrave Macmillan in the US is a division of St Martin’s Press LLC, 175 Fifth Avenue, New York, NY 10010. Palgrave Macmillan is the global academic imprint of the above companies and has companies and representatives throughout the world. Palgrave® and Macmillan® are registered trademarks in the United States, the United Kingdom, Europe and other countries ISBN 978-1-349-44633-9 ISBN 978-1-137-27570-7 (eBook) DOI 10.1057/9781137275707 This book is printed on paper suitable for recycling and made from fully managed and sustained forest sources. Logging, pulping and manufacturing processes are expected to conform to the environmental regulations of the country of origin. A catalogue record for this book is available from the British Library. A catalog record for this book is available from the Library of Congress. Contents List of Figures vii List of Tables x Notes on Contributors xi Introduction 1 Andrew Kakabadse and Lutgart Van den Berghe Part I The ‘Outside In’ Perspective 1 Exposing the 20th Century Corporation: Redesigning 21st Century Boards and Board Performance 11 Nadeem Khan and Nada K. Kakabadse 2 Corporate Income Inequality and Corporate Performance: Any Correlations? 44 Filipe Morais, Andrew Kakabadse, Nada K. Kakabadse and Adrian Pryce 3 How Chinese Styled Executive Remuneration Works: Evidence from Chinese Red-Chips 75 Jessica Hong Yang and Nada K. Kakabadse 4 The Secret to Boards in Reinventing Themselves 95 Ouarda Dsouli, Nadeem Khan and Nada K. Kakabadse 5 Reinventing Board Effectiveness: From Best Practice to Best Fit 137 Lutgart Van den Berghe and Abigail Levrau 6 Fine-tuning Board Effectiveness Is Not Enough 153 Lutgart Van den Berghe and Abigail Levrau Part II The ‘Inside Out’ Perspective 7 An Effective Board Makes the Necessary Trade-offs 187 Lutgart Van den Berghe and Abigail Levrau v vi Contents 8 Promoting Effective Board Decision-Making, the Essence of Good Governance 211 Lutgart Van den Berghe and Abigail Levrau 9 The Appropriate Board Chair: A Reality Check 268 Abigail Levrau and Lutgart Van den Berghe 10 The Leadership Attributes of the Chairman of the Board: An International Study 292 Andrew Kakabadse, Nada K. Kakabadse, Chris Pierce and Frank Horwitz 11 CEO/Chairman Role Duality Desire: Resistance to Separation Irrespective of Effect 311 Nada K. Kakabadse, Andrew Kakabadse and Reeves Knyght 12 High-Performing Chairmen: The Older the Better 342 Nada K. Kakabadse, Reeves Knyght and Andrew Kakabadse 13 Aligning the Board: The Chairman’s Secret 360 Nada K. Kakabadse, Reeves Knyght and Andrew Kakabadse Index 381 List of Figures 1.1 Towards a new charter for the eco-corporation 21 1.2 Global industrial corporate change – patterns of innovation for sustainability 24 1.3 Closed trust relational networks of corporations in society (1900–2012) 27 1.4 Diverse open trust networks of corporations in society (2012–2050) 33 2.1 Executive pay, 2007 as per the ILLS estimates based on the annual reports of 15 of the largest corporations in the respective countries 46 2.2 Percentage of all income obtained by shop floor employees as a percentage of all employees (Domestic Operations only) 59 2.3 Ratio of average executive board compensation (R6) to average and median shop floor employee pay (R1) (2007–2010) 61 2.4 Company (domestic operations) CGI** & Ratio Rank 6/ Rank 1* (2007–2010) 63 2.5 Investors’ performance measures: CGI, EPS & SP (2007–2010) 64 2.6 Employee performance measures: CGI, TURN and ABS (2007–2010) 65 2.7 Financial and accounting performance measures (Domestic Operations): CGI, SAL, EBITDA (2007–2010) 66 2.8 Financial and accounting performance measures (Group of Companies): CGI, SAL, EBITDA (2007–2010) 66 4.1 How to make boards work 117 4.2 Selection criteria 119 5.1 Extract from the Walker Report (2009) 141 5.2 Top 5 drivers for an active board of directors in unlisted companies 143 5.3 (Required) evolution in board evaluation 149 6.1 A congruence model for board effectiveness 154 6.2 Board effectiveness tool 155 vii viii List of Figures 6.3 A systems framework for board effectiveness assessment 156 6.4 A congruent and best fit board role 157 6.5 Board typologies in function of relationship with management 161 6.6 Board typologies in function of decision-making role 162 6.7 Reflection questions 167 6.8 Evaluation process of executive management 169 6.9 Conceptual model of the strategy cycle 171 6.10 Aspects of the strategic decision-making process 172 6.11 Reflection questions on strategy 172 6.12 Reflection questions on M&As 173 6.13 A board’s strategic role in practice 175 8.1 The guidance on good decision-making, given by the Belgian Corporate Governance Code 212 8.2 Effective board decision-making thanks to group dynamics (2.2) 213 8.3 Benefits of group decision-making 214 8.4 Suggestions for board decision-making 215 8.5 Standard flow of activities in the decision-making process 216 8.6 Extract from the Walker Report regarding pressure for conformity 217 8.7 A recipe for constructive dissent 220 8.8 Extract from the Walker Report regarding the lack of challenge 221 8.9 Steps for effective and constructive decision-making 224 8.10 Recipe for managing conflict in the boardroom 225 8.11 Reflection question on board dynamics 228 8.12 The minimum requisite behaviours 230 8.13 Reflection questions on altering board behaviour 232 8.14 Methods for individual director assessment 232 8.15 Attitude elements 233 8.16 Effective non-executive director behaviour 235 8.17 Director types 236 8.18 Flaws in board meetings 239 8.19 Tips for a director regarding board information 242 8.20 Ten key questions on the company’s business 244 8.21 Some business reflection questions 244 8.22 Recommendations for the use of outside board advisors 246 8.23 Extract from the Walker Report regarding director education 247 8.24 Elements of a board (vacancy) profile 258 8.25 Individual and group-oriented selection criteria 259 List of Figures ix 9.1 Extract from the OECD guidelines on board leadership 269 9.2 The role of the chairman 273 9.3 Extract from the Walker Report regarding board leadership 276 9.4 Decision-making styles of chairpersons of BEL-20 and BEL MID companies 279 9.5 Ten tips and tricks for a non-executive chairman 286 9.6 Selection criteria for the chairman 287 9.7 Extract from the Walker Report regarding time investment by the board chair 287 10.1 South African chairman performance 307 12.1 Performance: the chairman 352 13.1 Boardroom behaviour 371 List of Tables 1.1 Internal corporate characteristics 13 1.2 Externalities of the corporation 15 2.1 Dominant theories on executive pay 53 2.2 Key academic contributions 54 2.3 Evolution of dividends, average executive compensation and average and median shop floor employee pay 60 2.4 Summary of significant Pearson correlations 67 4.1 Females on boards across continents 98 4.2 Average age of boards 100 4.3 Boards structures across regions 105 4.4 Characteristics for making boards work 118 4.5 Sample for model testing 120 4.6 Results 121 5.1 Types of monitoring 139 8.1 Individual director types 236 8.2 Competencies in function of the nature of the company 255 8.3 Competencies in function of the company’s strategy 255 8.4 Competencies grid 256 9.1 Comparison of board chairperson and CEO leadership 270 9.2 Board structure in Belgian listed companies 271 9.3 Chairman nomenclature 271 10.1 South African response segmentation 300 10.2 Age and board position of respondents in South Africa 301 12.1 Chairman’s attributes for effective performance 348 x Notes on Contributors Ouarda Dsouli, PhD, Postgraduate Researcher, University of Reading, UK. Jessica Hong Yang, Lecturer, Henley Business School, University of Reading, UK. Frank Horwitz, Director of School, Cranfield School of Management, UK. Andrew Kakabadse, Professor of Governance and Leadership, Henley Business School, University of Reading, UK. Nada K. Kakabadse, Professor of Policy, Governance and Ethics, Henley Business School, University of Reading, UK Nadeem Khan, PhD Researcher, University of Reading, UK. Reeves Knyght, Managing Partner, Mayfair Investment Management Ltd, UK. Abigail Levrau, Doctor Assistant, Member of the Management Committee, University of Gent, Vlerick Business School/GUBERNA, Belgium.