Boardroom Dynamics KASNEB Notes

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CS Advanced Level Notes

UNIT DESCRIPTION

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.

LEARNING OUTCOMES

A candidate who passes this paper 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

The emergence of boardroom dynamics in corporate governance

  • Defining boardroom dynamics
  • The evolving focus on corporate governance
  • The three phases of board evolution
    • Ceremonial board
    • Liberated board
    • Progressive board
  • Building blocks of a progressive board
    • Group dynamics
    • Information Architecture
    • Focus on substantive issues
  • Impact of boardroom dynamics on organisational performance
  • Interest in human factors (human resources, management of talent, organisational culture, politics etc.)
  • Shifts in approaches to leadership
  • Focus on ethics
  • A broader model for corporate governance
  • Organisational failures and impacts on boardroom dynamics
  • Role of the corporate secretary in Board room dynamics

Evolution of Codes of Corporate Governance

  • Evolution of codes – global trends
  • Incorporation of boardroom dynamics in codes of corporate governance
  • Impact of codes of governance on board culture, behaviors and effectiveness
  • Evaluating human capital
  • Self-regulation in corporate governance

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Governance Structures

  • Governance theories related to board structure
  • Board Structures: Unitary and two tier Boards
  • Components of governance structures
  • Board size
  • Committee structure
  • Director considerations
  • Best practices when creating and implementing governance structures
  • Evaluating governance structures in organisations

Skills, Competencies and Diversity of the Board

  • Human capital aspects of the board
  • Director competencies
  • Director skills and experience
  • Evaluating individual board members
  • Personal characteristics of the board.
  • Defining and understanding the measuring of diversity
  • Types of diversity
  • Areas of diversity and their relationship to boards
  • Diversity thinking in a boardroom setting

Understanding Boardroom Dynamics

  • Psychology of the board
  • The    importance    of   board    dynamics   relative    to    board    structure, demographics and attributes.
  • Psychological theories underpinning board dynamics
  • Characteristics of boards and board meetings
  • Board team processes
  • Board team outcomes
  • Individual and team resilience
  • Well- being and resilience of the board
  • Developing behavioral agility

Board Decision Making

  • Decision making as a core competence of a board
  • Evidence-based decision making
  • Cognitive bias
  • Individual differences in relation to decision making
  • Decision making tools
  • Board team decision making: Key factors and tools

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Stakeholder Conversations

  • Developing dialogue over debate
  • Building trust through adult/adult conversations
  • The systems inside the board
  • The systems outside the board
  • Emotional intelligence as a core board competence
  • Managing conflict
  • Stakeholder communication

Culture in the Boardroom

  • Governance and culture
  • Defining board culture
  • Board culture dynamics
  • Application of Schein’s Three Levels of Culture model
  • Company culture
  • Country culture – Hofstede’s Cultural Dimensions

Board Diversity

  • Understanding diversity
  • Types of Diversity
  • Influences of board diversity (culture, law
  • Promoting diversity within the board

The Effect of Meeting Design on Boardroom Dynamics

  • Introduction to meeting design
  • Design of board meetings
  • Physical characteristics
  • Attendee characteristics
  • Trends in technology
  • Use of virtual boards for remote teams
  • Face-to-face versus virtual/audio interaction

The Role of the Governance Professional in Influencing the Boardroom Dynamics

  • The 21st Century governance professional
  • The strategic role of the corporate secretary
  • Application of theory
  • Influencing dynamics in a positive way
  • Leadership influence
  • Ethical dilemmas

Effective Talent Management

  • Board talent management overview
  • Skills and competencies of board members
  • Recruitment of board members
  • Introduction of board members
  • Board learning and development
  • Performance management of board members
  • The role of the corporate secretary/ governance professional in effective talent management
  • Ethical dilemmas in relation to managing talent

Board Evaluation

  • Methods and processes options of board evaluation
  • Evaluating director personal characteristics
  • Evaluating board dynamics
  • The corporate secretary as a board consultant

Power and Politics in Organisations

  • The art and science of power in organisations
  • Sources of power in organiSations
  • Power and influence.
  • Managing change through power.
  • Leading with power.

Contemporary Issues and Case Studies in Boardroom Dynamics

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