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DYNAMIC BOARD
STEWARDSHIP
(DiBS 2/2017)
Chairpersons
Non-executive directors
Executive directors
THE SCENE
Boardroom
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LEAD FACULTY
Carlock is author or co-author of several books, articles, chapters, and case studies
including When Family Businesses are Best: The Parallel Planning Process for Family
Harmony and Business Success with John L. Ward (Macmillan, 2010), Family Business
on the Couch: A Psychological Perspective with Manfred Kets de Vries and Liz Florent
(John Wiley and Sons, 2007), Strategic Planning for the Family Business with John L.
Ward (Macmillan, 2003) and Organization Development in Successful Entrepreneurial
Firms (Garland Publishing, 1994). Carlock has also written chapters in two edited
coaching books, Leadership Coaching in Family Businesses (2008)and Failure in Family
Business Coaching (2010).
In 2008 Carlock received the Family Firm Institute International Achievement Award for
furthering the understanding of family business issues through educational programs with
the primary focus on the work of family businesses crossing international borders. An
article 'Fair Process: Striving for Justice in Family Firms' (with L. Van der Heyden and C.
Blondel) received the 2006 Family Business Network Research Award for the best-
published research article on family business practice (Family Business Review, XVIII, (1),
March 2005). The HP-Compaq Merger: A Battle for the Heart and Soul of a Company'
(with Liz Florent) was awarded the 2005 IMD-European Foundation for Management
Education Family Business Case Competition prize.
METHODOLOGY
Interactive presentations with video clips
Thought provoking discussions around Malaysian and
international case studies
Boardroom drama role play
Educational visit
Learning gems
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ABOUT MALAYSIAN DIRECTORS ACADEMY (MINDA)
Website: www.majeca.org
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PROGRAMME AGENDA
10:30 12:00 Session 2: An Incisive Scan of Emerging Trends and Risks Local Speaker - TBC
and how they could Impact our Future
An in-depth dialogue on contemporary ground realities, global
trends, risks, and the trajectory of new technological inventions.
How these could affect prevailing business models and how
business leaders could react to ensure they reap positive impact
and avoid negative impact? A framework of guidelines for
sensitizing decision-making processes in the organization, and
creating an intrapreneurial and innovation culture.
13:30 14:00 Session 3 Introductions and Programme Overview Prof Randel Carlock
Opening discussion: What are your interests and concerns
about Malaysian and regional corporate governance that we
should discuss at our workshop?
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PROGRAMME AGENDA
Boards Role
15:30 16:30 Session 5 A CEO and Board Struggle over Strategy Prof Randel Carlock
This case explores the governance and strategy issues and the
role of Board, Corporation, owners, Chairman and CEO in the
HP-Compaq Merger. Read the case and questions so you are
prepared to discuss any of the roles.
Case Study #1: The HP-Compaq Merger: A Battle for the Heart
and Soul of Company (Parts A, B & C)
Board of Directors
1. Why did the Board of Directors hire Fiorina for HP?
2. What could the board have done to support the CEO and
prevent the proxy battle?
3. How should board members weigh differing opinions? Whose
opinion counts -employees, management, and shareholders?
4. Did the board engage the CEO and management team in
meaningful dialogue about the firms long-term direction and
strategy?
The Chair
1. How did Fiorina perform as Chair? What did she do right?
2. How does Fiorinas style fit with the HP culture and the
HP way?
3. Does Fiorina have too much power as CEO and chairman
of the board?
The CEO
1. What were the strategic advantages/disadvantages of
this merger?
2. Does Fiorina have too much power as CEO/chairman?
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PROGRAMME AGENDA
09:30 10:00 Session 7: Cognitive Bias in Decision- Making Prof Randel Carlock
Cognitive or psychological bias is the human tendency to make
decisions or take action in an illogical way because of a reliance
on interpretations of reality that are based on assumptions,
beliefs and conclusions not the logical facts. We do not see
things the way they arewe see things the way we are. Our
minds are constantly playing scripts for us to help us explain and
interpret the world around us that leads to judgments and
opinions about every situation, event, and personal interaction.
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PROGRAMME AGENDA
Discussion:
- What makes an effective team? Describe your team
experiences.
- What is the worst performing team you have experienced?
Describe the situation.
Exercise: After watching the video first, work alone to score the
IMAX, Mountain Madness and Adventure Consultant teams using
the GRPI worksheet. Then as a group compare scores and come
up with a group score and discuss the questions below:
1. What was the Imax teams goal? What was different about this
goal compared to the other two teams?
2. What were the Imax roles? Who was chair, CEO, COO,
operations director, spiritual leader?
3. Why did David ask the Imax team if they wanted to make the
climb after the disaster?
4. Why did David decide to not allow Sumio to climb? What did
this mean to the team?
5. Describe the diversity on the teams? How many kinds of
diversity did you see on the Imax team?
6. Two Imax team members were concerned about their ability to
perform. One 27 year-old said, Maybe I am too old and one
30+ year-old said, Maybe I have lost it. What does this mean
to leaders?
Field Visit
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PROGRAMME AGENDA
In 2000 James McNerney, the first outsider to lead the insular St.
Paul, (Minn.) company in its 100-year history, announced he
would change the culture of the place. His playbook was vintage
GE axing 8,000 workers (about 11% of the workforce),
intensifying performance-reviews, and tightening purse strings.
He was replaced 5 years later by George Buckley who rescinded
McNerneys changes to restore the 3M culture. We will explore
the CEOs role in managing culture and strategy and the boards
challenge of evaluating CEO performance.
10:30 12:00 Session 11: CEO Performance and Board Relationship Prof Randel Carlock
The HP Board Room Drama is a governance simulation that
allows you to experience a real life boardroom showdown
between a powerful and charismatic Chair-CEO and an equally
powerful and demanding board of directors.
15:30 16:30 Session 13: The Boards Role In Human Capital Development Prof Randel Carlock
This session explores how the board and governance processes
can positively support management in implementing a talent
development strategy that creates a competitive advantage. We
believed that talent development is influenced by all of these
factors and in a large measure depends upon the nature of the
relationship of the CEO and board and their interaction in the
strategy making process.
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PROGRAMME AGENDA
13:30 14:30 Session 16: BOD Assessment & Performance Prof Randel Carlock
One of the concerns that all boards, regulators and shareholders
face is assessing the effectiveness of their governance processes
and structures. The most important factor in motivating and
retaining good board members is structuring an environment that
is professionally challenging and personally rewarding. Assessing
board effectiveness measures its impact on the organisations
performance and sustainability. Avoiding the pitfalls of save face
syndrome requires a board that is aware of its strengths and
willing to acknowledge and address it weaknesses.
14:30 15:30 Session 17: Boards and Uncertainty Prof Randel Carlock
A board primary responsibility is not only on shareholders but also
to society and the planet. This alignment will ensure that the
economy is balanced, healthy, and sustainable for the long term.
However in the case of VW, it seems that they put profit ahead of
the long-term needs of the company and its stakeholders.
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PROGRAMME AGENDA
16:00 16:15 Session 18: Personal Action Plans, Wrap-Up & Feedback Prof Randel Carlock
Each participant identifies two takeaways from the programme
that are your planned governance actions steps.
To review the key learning each participant will share one action
step they are planning to work on personally or discuss with a
board they serve on.
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Registration Terms & Conditions
Programme Fees
MINDA Member (MMDA) and Supporting Partners' Members MYR 21,000 / USD4,700
MINDA Associate (AMDA) MYR 22,500 / USD5,050
Non Member MYR 25,000 / US5,600
Add On Fees:
Accompanying Spouse TBD
Additional Night Stay TBD
B. Hotel Details
Hotel Name: TBC
Hotel Address: TBC
Hotel Homepage: TBC
Accompany spouse will be sharing the same room and it comes with daily breakfast, 3 halal dinners, 1
educational visit and return airport transfers.
Additional night stay is subject to room availability.
C. Payment
Upon registration, participant(s) are considered successfully enrolled in the event.
Full payment is required prior to attending the programme otherwise Certificate of Attendance will be withheld
until payment is successfully received.
Billing of accompanying spouse and additional night stay will be made directly to the registered participant.
Payment must be received prior to programme date.
All cheques / bank drafts must be made payable to Malaysian Directors Academy (MINDA) at Account
Number: 80-0106341-0 (CIMB Bank Berhad). Please send the transaction details once completed to
info@minda.com.my or fax to +603 2780 5032.
Overseas programme is not subject to any GST.
D. Cancellation Policy
Cancellation notice must be in writing.
Cancellation fees are applicable if cancellation notice is received:
o In less than fourteen (14) working days before the event: 50% of the programme fee will be charged.
o In less than seven (7) working days before the event: 100% of the programme fee will be charged.
Replacement participant is acceptable to avoid cancellation fees and must be informed to the organiser as
soon as possible.
E. Others
MINDA reserves the right to amend the programme, dates, facilitators and / or terms as it deems necessary.
MINDA reserves the right to make alternative arrangements without prior notice should it be necessary to do
so.
When providing us with any personal data, you will comply at all times with the Personal Data Protection Act
2010 (PDPA) and will not in any way cause MINDA to breach any of its obligations under the PDPA.
Upon submitting the registration online, participant and the sponsored organisation are deemed to have read
and accepted the terms and conditions.
How to Register
To complete the programme registration process, participant is required to have an account in MINDA
directorate:
Go to www.minda.com.my/directorate.
Select Sign Up as Director or Sign Up as Aspiring Director and follow the account registration
instruction. (just one time only)
Complete the required details (personal, board experience and functional experience) until the profile
completion meter is at 100% (just one time only).
Kindly ensure the provided information is latest and accurate as it will be used by the facilitators to
prepare their programme delivery as well as contributing to the periodical directors statistical reporting
to regulatory authorities. This section can be updated from time to time by registered users.
Go to Training tab, select the desired programme and click Register. Fill in the required details and
click submit.
A programme registration acknowledgement email will be sent to the registered email.
An invoice will be issued within 2 working days based on the provided Billing Info during the programme
registration process.
Important Notes:
Every participant should use their own email address to register an account as personal details and
training records are kept according to the registered email. The registered email will also be used as the
main communication tool with the participant. First time registrant will receive an email to verify the
registered email address.
If you are registering a programme on behalf of a Director, please get consent from the Director for this
to be done. Once you have completed the necessary details, the Director can reset their password by
clicking Forgot Password and upkeep their profile from there on.
MINDA directorate
MINDA directorate is a free web-based portal and registry for Directors and Aspiring Directors. We use
MINDA directorate for the following:
As the directors registry in Malaysia where it is the source for companies to look for Independent
Directors or CEO
As the directors registry in Malaysia where it is the source for regulatory authorities to know the quantity
and quality of the directors talent pool
Enable registered users to produce a professionally done CV
Enable registered users to professionalise their directorship by tracking all training attendance with
MINDA and allows registered users to input other attended trainings organised by other organisations.
Enable registered users to apply and manage their Professional Membership with MINDA.
Enable registered users to access selected online resources related to corporate governance and board
effectiveness (Boardview magazine, articles, tips, reports, etc).
Supporting Partner