Dilemma; Achieving and sustaining high performance from the chairman and boardroom.

• The’ strategic governance framework’, as an approach for practical contributions
• How to address the challenge of making intelligent decisions and navigating effectively

Dilemma; The Chairman of The Board as The Musical Orchestra Conductor. Part I

The harmony of the musical masterpiece, Boléro by Ravel has the main character as the simplistic mastery of sounds, tones, and feelings at the expense of any melodic complexity. The music is developed over the repetitive rhythm and resounding musical elements, leaving any space filled by orchestral textures. So indeed, like with corporate processes, that can be repetitive, vibrating and routine that the famous crescendo passage of Bolero can also be rebellious and revolutionary

Dilemma; The Chairman of The Board as The Musical Orchestra Conductor. Part II

Like the musical conductor, the chairman’s job is to hold everything together and champion the board’s role. The conductor of an orchestra has many performers that contribute with individual skills, specialisation, melodic perceptions, knowledge, and apprehensions. The combination of these individual factors results in the conductor or the chairman seeing the total score.

Like a conductor, the chairman sets the top at the top, dictates the tempo, mood, and energy of the members by balancing and prioritising the input of its representatives. The chairman’s key role is to identify the approach, dictate, have a personality and ambition as the style of the chairmanship.

Dilemma; Allow the board to deliver robust outcomes

The chairmanship of every Board of Directors is just like the business and the trade, unique.

Individuality is determined by the competitive circumstances, the regularity of creating opportunities, the handling of unexpected crises, the resources, people, and the corporate culture. The only constant factor is in character imprinted on all these factors by the chairman, based on the thresholds, visibility, and decisiveness on issues that matter.

Dilemma; Allow the board to deliver robust outcomes Part II

Some view the chairman as being first among equals in sharing responsibility, administering the levers of power, enforcing the personal capabilities, exercising authority and inspiring the senior management.  While others look for the chairman to provide leadership, set the tone, and deliver the priorities and encouragement to the other board members and senior management.

Dilemma; The proof of the pudding lies in how the chairman picks up the reins of an already moving coach regarding direction, performance, speed and deliveries.

The chairman needs the director colleagues’ support regarding any decision(s) that is made. In contrast, other chairpersons are authoritarian and often dictate the terms of the decision that needs to be taken. Therefore, the chairman must gather adequate and appropriate knowledge, understanding, and background of the issues. Then, challenge and debate the issue before coming to any vital decision and long-standing interest.

Most presiding officers have previous executive positions, experience, and adequate leadership capabilities. However, there is always a first-time chairman, even though the person has the expertise of a vice-chairman. Therefore each time a chairmanship is appointed, the accountability component also inherits a group with a legacy, history, traditions, and response to past decisions.

Lunch break

Dilemma; Act if conditions are not being met

Open and transparent relationships with the board members and senior management develop mutual trust, allowing robust challenges and arguments. An experienced presiding officer can amplify the small voices, curb excessive executive exuberance, tolerate dissent, and seek contrarian perspectives to achieve a balanced and flexible debate enough to consider all the relevant factors before making any lasting decision.

Dilemma; The challenges of managing the business through outsourcing to parent companies (intra-group outsourcing)

The critical relationship is between managing business activities through intragroup outsourcing vs third party outsourcing.

How can intragroup outsourcing support management, the relationship and the day-to-day processes, controls and supervision? Management must have a long leash to manage, and the support is conditional upon the judgment of the parent company’s goals, and expectations are met when the fit is not comfortable.

Helle Meineche, Head of Regulatory Risk, First Vice President, Realkredit Danmark A/S, Danske Bank Group

Dilemma; The functions of the audit committee include:

• To ensure adequacy and integrity of the financial reporting systems;
• To monitor and evaluate the adequacy of internal controls;
• To review and agree on the annual audit plan;
• To oversee the appointment, performance and independence of the external auditor

Dilemma; The main functions of the remuneration committee include:

• To review policies and practices and make recommendations on remuneration, recruitment, retention and termination of directors, the CEO and senior executives;
• To ensure the company makes the necessary disclosure regarding remuneration
• To be responsible for the adoption of the remuneration report
• Superannuation arrangements
• Recommendations as to remuneration by gender

Dilemma; The main functions of the Nomination Committee include:

• Minimum of 3-4 directors, the majority are independent and chaired by an independent director
• To assess the BoD organisation, skills, knowledge and experience
• To evaluate and review directors’ initiations, performance and development
• To ensure succession planning for the board and key executives
• The components of the Committee Charter
• To facilitate operations, a clear purpose is outlined in a written charter.

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