New Living Cases On Corporate Governance 1st Edition Martin Hilb PDF Download
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New Living
Cases on
Corporate
Governance
Copyright © 2021. Springer International Publishing AG. All rights reserved.
New Living Cases on Corporate Governance, edited by Martin Hilb, Springer International Publishing AG, 2021. ProQuest Ebook
Management for Professionals
Copyright © 2021. Springer International Publishing AG. All rights reserved.
New Living Cases on Corporate Governance, edited by Martin Hilb, Springer International Publishing AG, 2021. ProQuest Ebook
The Springer series Management for Professionals comprises high-level business
and management books for executives. The authors are experienced business
professionals and renowned professors who combine scientific background, best
practice, and entrepreneurial vision to provide powerful insights into how to achieve
business excellence.
an operation of:
The editor is Chairman of the International Board Foundation and most of the authors of the new
living cases are Partners of its International Center for Corporate Governance.
Copyright © 2021. Springer International Publishing AG. All rights reserved.
New Living Cases on Corporate Governance, edited by Martin Hilb, Springer International Publishing AG, 2021. ProQuest Ebook
Martin Hilb
Editor
New Living Cases on Corporate Governance, edited by Martin Hilb, Springer International Publishing AG, 2021. ProQuest Ebook
Editor
Martin Hilb
International Board Foundation and its
International Center for Corporate
Governance
St. Gallen, Switzerland
Open Access This book is licensed under the terms of the Creative Commons Attribution 4.0 International
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New Living Cases on Corporate Governance, edited by Martin Hilb, Springer International Publishing AG, 2021. ProQuest Ebook
Preface
The structure of the book New Living Cases on Corporate Governance is based on
our publication New Corporate Governance which is published in 10 languages
(Chinese, Japanese, Vietnamese, Spanish, Portuguese, English, French, German,
Croatian, and Farsi) and has received a gold medal in corporate governance by the
International Academy of Quality in the USA “for the exceptional contribution to the
principles and practice of quality in governance”.
We have asked the partners of our International Center for Corporate Governance
(www.icfcg.org), many of them professors in corporate governance (e.g., at IMD,
INSEAD, London Business School) or chairpersons or members of the board of
directors, to present a living case on corporate governance which can be used for
internal or public board education internationally.
Eighteen partners from 12 different countries have described unique cases they
have experienced in their field of board expertise in a specific country or business
sector or board function. The names, dates, and locations in all these living cases
have been changed to keep confidentiality.
We hope that these living cases will contribute to the development of corporate
governance practice.
Many thanks to Otto Strasser for his valuable translations/layout design and Ruth
Milewski for her professional publishing.
Copyright © 2021. Springer International Publishing AG. All rights reserved.
Note: Except as noted otherwise, figures and tables are compiled by the author.
New Living Cases on Corporate Governance, edited by Martin Hilb, Springer International Publishing AG, 2021. ProQuest Ebook
Introduction: New Corporate Governance
in the Post-Crisis World1
What Is “New”
Based on the results of board evaluations conducted in various business sectors, the
following main weaknesses of current corporate governance practices have been
identified:
• Situational
• Strategic
• Integrated
• Keep it controlled
1
This chapter is a revised reprint of “A Global Corporate Governance Forum Publication” by Martin
Hilb, issue 16, by International Finance Corporation, Washington CDC, 2010.
vii
New Living Cases on Corporate Governance, edited by Martin Hilb, Springer International Publishing AG, 2021. ProQuest Ebook
viii Introduction: New Corporate Governance in the Post-Crisis World
This holistic framework for the direction and control of enterprises tries to
overcome the above stated weaknesses of corporate governance in the post-crisis
world. What is “new,” you may ask?
The new corporate governance framework integrates the interests of shareholders,
customers, employees, and the public. The framework comprises four parts which
are presented in this paper.
As a result of the many corporate scandals that have taken place around the world,
best-practice corporate governance guidelines have been developed in most
countries.
This is a positive development, although the following issues should be noted:
New Living Cases on Corporate Governance, edited by Martin Hilb, Springer International Publishing AG, 2021. ProQuest Ebook
Introduction: New Corporate Governance in the Post-Crisis World ix
New Living Cases on Corporate Governance, edited by Martin Hilb, Springer International Publishing AG, 2021. ProQuest Ebook
x Introduction: New Corporate Governance in the Post-Crisis World
Peter Senge asked the question: “How can a team of committed board members with
individual IQs above 120 have a collective IQ of 60?” The question could be restated
as: “Where do good ideas on boards come from?” In response, Negroponte—
Founder of the MIT Media lab—says: “That’s simple. . . from differences.”
Together the above quotes are indicative of the fact that differences are an
essential part of the strategic potential of a team and that too many boards have
failed to create adequately diversified teams. Our suggestion for building differences
into board composition is to mix disciplines, team roles, demographic variables, and
stakeholder parts.
Each board member has to cover various aspects at the same time, e.g., functional
know-how: risk management/team role: critical thinker/membership: independent/
Copyright © 2021. Springer International Publishing AG. All rights reserved.
We suggest that an effective board culture should consist of five factors: an outward,
learning orientation; a holistic perspective; a consensus orientation; a constructively
open, trusting environment; and a mix of global effectiveness and local adaptability
(we refer to this as “glocal”).
Our experience in board management reveals two extreme ways of structuring board
teams:
New Living Cases on Corporate Governance, edited by Martin Hilb, Springer International Publishing AG, 2021. ProQuest Ebook
Introduction: New Corporate Governance in the Post-Crisis World xi
In addition, large public companies can add a large network council (not legally
accountable) whose members work in small projects teams, each of whom is
coached by one of the independent board members.
New Living Cases on Corporate Governance, edited by Martin Hilb, Springer International Publishing AG, 2021. ProQuest Ebook
xii Introduction: New Corporate Governance in the Post-Crisis World
In order to achieve the conditions required for strategic board management described
in the last section, four key processes are recommended: targeted selection of
members of the supervisory and managing boards, targeted feedback on their
performance, targeted compensation, and targeted development (illustrated in
Fig. 2).
In the following subsections, we discuss the elements of the figure in more detail,
commenting on key principles and practices that can be used in their
implementation.
New Living Cases on Corporate Governance, edited by Martin Hilb, Springer International Publishing AG, 2021. ProQuest Ebook
Introduction: New Corporate Governance in the Post-Crisis World xiii
into the nature of the response. A suitability ranking is drawn up on the basis of the
final evaluation of each item.
Board members should be compensated in such a way that they perceive equity
based on internal, external, and corporate performance benchmarks.
The total net compensation package of a board member can be divided into fixed
(e.g., 40%) and variable (e.g., 60%) components. The variable component can be
made up of several measures of performance including:
Past board evaluations conducted by us have shown that in quite a number of leading
companies, management and board succession planning is not discussed in depth at
the board level. The board should ensure that development programs are in place to
enable the company to offer 80% (for example) of all vacant key positions in the
company to internal candidates. In this regard, the approach of having the CEO and
New Living Cases on Corporate Governance, edited by Martin Hilb, Springer International Publishing AG, 2021. ProQuest Ebook
xiv Introduction: New Corporate Governance in the Post-Crisis World
her/his direct reporting vice presidents present their succession plans to the board
once a year has proved successful.
This procedure creates an opportunity for division heads to make a presentation to
the board, socially. If an opening arises at the top management level, the board will
be well prepared and can use the same form as that used for the targeted selection of
external candidates.
New Living Cases on Corporate Governance, edited by Martin Hilb, Springer International Publishing AG, 2021. ProQuest Ebook
Introduction: New Corporate Governance in the Post-Crisis World xv
Last but not least, the board has to evaluate board effectiveness on an annual basis.
This paper presents a “both-and” approach called “new corporate governance.”
The objective of this approach is to overcome the “either-or” thinking that currently
dominates corporate governance theory and practice, based on the principle
espoused by F.S. Fitzgerald that “The test of a first-rate [board] intelligence is the
ability to hold two opposing ideas in mind at the same time, and still retain the ability
to function.” (Fig. 5):
New Living Cases on Corporate Governance, edited by Martin Hilb, Springer International Publishing AG, 2021. ProQuest Ebook
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