Paper 16

BOARDROOM DYNAMICS

This paper is intended to equip the candidate with the knowledge, skills and attitudes that will enable him/her to positively and effectively influence and effect changes in the boardroom in the context of the existing dynamics of the Board.

On completion, a candidate should be able to

Demonstrate an understanding of why focusing board dynamics is becoming increasingly important for organisations.
Demonstrate an understanding of the importance of boardroom dynamics for organisations.
Critically evaluate how boardroom dynamics might affect the quality relationships, decision-making, conversations, culture, diversity and other factors.
Apply formal and informal methods to positively influence dynamics and enhance boardroom performance

Content

1
The emergence of boardroom dynamics in corporate governance
1. 1.1
  Defining boardroom dynamics
2. 1.2
  The evolving focus on corporate governance
3. 1.3
  The three phases of board evolution
  1. 1.3.1
    Ceremonial board
  2. 1.3.2
    Liberated board
  3. 1.3.3
    Progressive board
4. 1.4
  Building blocks of a progressive board
  1. 1.4.1
    Group dynamics
  2. 1.4.2
    Information Architecture
  3. 1.4.3
    Focus on substantive issues
5. 1.5
  Impact of boardroom dynamics on organisational performance
6. 1.6
  Interest in human factors (human resources, management of talent, organisational culture, politics etc.)
7. 1.7
  Shifts in approaches to leadership
8. 1.8
  Focus on ethics
9. 1.9
  A broader model for corporate governance
10. 1.10
  Organisational failures and impacts on boardroom dynamics
11. 1.11
  Role of the corporate secretary in Board room dynamics
2
Evolution of Codes of Corporate Governance
1. 2.1
  Evolution of codes - global trends
2. 2.2
  Incorporation of boardroom dynamics in codes of corporate governance
3. 2.3
  Impact of codes of governance on board culture, behaviors and effectiveness
4. 2.4
  Evaluating human capital
5. 2.5
  Self-regulation in corporate governance
3
Governance Structures
1. 3.1
  Governance theories related to board structure
2. 3.2
  Board Structures: Unitary and two tier Boards
3. 3.3
  Components of governance structures
4. 3.4
  Board size (61)
5. 3.5
  Committee structure
6. 3.6
  Director considerations
7. 3.7
  Best practices when creating and implementing governance structures
8. 3.8
  Evaluating governance structures in organisations
4
Skills, Competencies and Diversity of the Board
1. 4.1
  Human capital aspects of the board
  1. 4.1.1
    Director competencies
  2. 4.1.2
    Director skills and experience
  3. 4.1.3
    Evaluating individual board members
2. 4.2
  Personal characteristics of the board.
3. 4.3
  Defining and understanding the measuring of diversity
4. 4.4
  Types of diversity
5. 4.5
  Areas of diversity and their relationship to boards
6. 4.6
  Diversity thinking in a boardroom setting
5
Understanding Boardroom Dynamics
1. 5.1
  Psychology of the board
  1. 5.1.1
    The importance of board dynamics relative to board structure, demographics and attributes.
  2. 5.1.2
    Psychological theories underpinning board dynamics
  3. 5.1.3
    Characteristics of boards and board meetings
  4. 5.1.4
    Board team processes
  5. 5.1.5
    Board team outcomes
2. 5.2
  Individual and team resilience
3. 5.3
  Well- being and resilience of the board
4. 5.4
  Developing behavioral agility
6
Board Decision Making
1. 6.1
  Decision making as a core competence of a board
2. 6.2
  Evidence-based decision making
3. 6.3
  Cognitive bias
4. 6.4
  Individual differences in relation to decision making
5. 6.5
  Decision making tools
6. 6.6
  Board team decision making: Key factors and tools
7
Stakeholder Conversations
1. 7.1
  Developing dialogue over debate
2. 7.2
  Building trust through adult/adult conversations
3. 7.3
  The systems inside the board
4. 7.4
  The systems outside the board
5. 7.5
  Emotional intelligence as a core board competence
6. 7.6
  Managing conflict
7. 7.7
  Stakeholder communication
8
Culture in the Boardroom
1. 8.1
  Governance and culture
2. 8.2
  Defining board culture
3. 8.3
  Board culture dynamics
4. 8.4
  Application of Schein’s Three Levels of Culture model
5. 8.5
  Company culture
6. 8.6
  Country culture - Hofstede’s Cultural Dimensions (62)
9
Board Diversity
1. 9.1
  Understanding diversity
2. 9.2
  Types of Diversity
3. 9.3
  Influences of board diversity (culture, law
4. 9.4
  Promoting diversity within the board
10
The Effect of Meeting Design on Boardroom Dynamics
1. 10.1
  Introduction to meeting design
2. 10.2
  Design of board meetings
3. 10.3
  Physical characteristics
4. 10.4
  Attendee characteristics
5. 10.5
  Trends in technology
6. 10.6
  Use of virtual boards for remote teams
7. 10.7
  Face-to-face versus virtual/audio interaction
11
The Role of the Governance Professional in Influencing the Boardroom Dynamics
1. 11.1
  The 21st Century governance professional
2. 11.2
  The strategic role of the corporate secretary
3. 11.3
  Application of theory
4. 11.4
  Influencing dynamics in a positive way
5. 11.5
  Leadership influence
6. 11.6
  Ethical dilemmas
12
Effective Talent Management
1. 12.1
  Board talent management overview
2. 12.2
  Skills and competencies of board members
3. 12.3
  Recruitment of board members
4. 12.4
  Introduction of board members
5. 12.5
  Board learning and development
6. 12.6
  Performance management of board members
7. 12.7
  The role of the corporate secretary/ governance professional in effective talent management
8. 12.8
  Ethical dilemmas in relation to managing talent
13
Board Evaluation
1. 13.1
  Methods and processes options of board evaluation
2. 13.2
  Evaluating director personal characteristics
3. 13.3
  Evaluating board dynamics
4. 13.4
  The corporate secretary as a board consultant
14
Power and Politics in Organisations
1. 14.1
  The art and science of power in organisations
2. 14.2
  Sources of power in organiSations
3. 14.3
  Power and influence.
4. 14.4
  Managing change through power.
5. 14.5
  Leading with power.
15
Contemporary Issues and Case Studies in Boardroom Dynamics (63)