TM CORPORATE ENTREPRENEURSHIP
Transcription
TM CORPORATE ENTREPRENEURSHIP
Boardview E n h a n c i n g B o a r d E f f e c t i v e n e s s www.m inda .c o m .my Issue No.15 January-March 2016 KDN No: PP16092/12/2013(033154) TAN SRI DATO’ SRI ZAMZAMZAIRANI TM CORPORATE ENTREPRENEURSHIP FEATURE The Dangers of Charismatic Leadership Pathways to Directorship MINDA represents all Malaysian Corporate Directors as mandated by Securities Comm ission Malaysia Contents Issue no.15 January - March 2016 Boardview E n h a n c i n g B o a r d E f f e c t i v e n e s s www.m inda .c o m .my Issue No.15 January-March 2016 KDN No: PP16092/12/2013(033154) TAN SRI DATO’ SRI ZAMZAMZAIRANI TM CORPORATE ENTREPRENEURSHIP FEATURE The Dangers of Charismatic Leadership Pathways to Directorship Feature Articles 05 TM Corporate Entrepreneurship – Tan Sri Dato’ Sri Zamzamzairani MINDA represents all Malaysian Corporate Directors as mandated by Securities Comm ission Malaysia 10 Governance Elements EDITORIAL TEAM Editor In Chief Zakie Ahmad Shariff 11 The Dangers of Content Management Mazni Ahmad Norilah Premkumar Diana Seow Simren Kaur Shahida Zeri Charismatic Leadership 14 What It Takes to be A REGULARS Communications and Marketing Diana Seow Simren Kaur Shahida Zeri The Light: Emerging From a Compliance Failure 27 Programme Highlights 22 Pathways to Directorship 33 MINDA Public BOARDVIEW is a complimentary quarterly publication by MINDA. The views of and opinions expressed in this publication do not necessarily reflect those of MINDA, its management or its editorial staff. All information is correct at time of print. Good Board Member 18 Out of The Tunnel & Into 26 Book Review Programme Calendar 2016 34 MINDA Professional Membership This and archived issues may be downloaded from www.minda.com.my Publishing Consultant & Creative Design Paul & Marigold (DeCalais Sdn Bhd) G-1-1 Plaza Damas, 60 Jalan Sri Hartamas 1, Sri Hartamas, 50480 Kuala Lumpur Tel: 03 6206 3497 Fax: 03 6201 0756 Email: arvind@paulandmarigold.com Printer 1stprint Sdn Bhd 12G, Jalan Perdana 6/8, Pandan Perdana 55300 Kuala Lumpur, Malaysia. Tel: 603-9201 1928 Fax: 603-9201 0928 *All Content is updated as of 10 March 2016. All rights reserved. 3 Farewell Note A Journey Comes to an End… “Great is the art of beginning, but greater is the art of ending.” - Henry Wadsworth Longfellow A nother year has come and gone, in seemingly speed-of-light fashion. I have spent a good 7 years in MINDA beyond my retirement age and the time has come for me to enjoy my hobbies and spend more quality time with my family. The baton is now passed on to Mr Zakie Ahmad Shariff to lead MINDA in its new role. Zakie officially takes over my office on 1 March 2016. Dato’ Abdul Aziz Abu Bakar Former CEO Boardview continues to bring exhilarating cover personality, gripping articles, relevant performance and more benchmark reports to light. We are delighted to feature Tan Sri Dato’ Sri Zamzamzairani Mohd Isa, Group CEO of Telekom Malaysia (TM) as our cover personality for this issue. As you are aware, TM was named as the distinct recipient of the Top Transparency recognition award in 2015. At the same time, Tan Sri Zam also received the “CEO of the Year” at the 2015 Malaysian-ASEAN Corporate Governance awards. With that, Boardview tracked him down amidst his busy schedule to get him to share with us his governance practices and leadership which has led the company to achieve such accolades. What It Takes to be A Good Board Member is another interesting read in this issue by our new CEO, Mr Zakie, which encompasses roles and responsibilities with certain skill sets and talent to truly become a good board member in an organisation. Ultimately, effective Boards are the result of good individuals working collectively as a team, with skills and expertise tailored to address an organisation’s specific needs and context. Across the globe, this issue also features Pathways to Directorship by Tony Featherstone, a former managing editor of Business Review Weekly and Shares magazines. In his piece, he wrote that many directors pursue board positions because they want to remain engaged in business after a successful executive career, be challenged by board work and stay connected with their peers. More great insights on page 22. On a separate note, I wish to congratulate our first batch of admitted professional members. I would like to encourage more corporate directors to join us as professional members to enhance their directorship credibility. And to all our articles contributors, my sincerest gratitude goes out to all of you. I wanted to take a moment to say farewell and let you know how much I have enjoyed my time here and I appreciate having had the opportunity to work with you. Last but not least, thank you for your support and I wish all fellow directors and MINDA all the best in their future endeavours. Till we meet again… boardview 4 Welcoming Note Towards a New Beginning “One's destination is never a place, but a new way of seeing things.” - Henry Miller T he quote above is especially apt, as an introduction to my new role as the Editor-in-Chief of this very important and prestigious publication, and as the new CEO for MINDA. I consider this appointment an exciting opportunity for me to guide this magazine in its future directions, and to serve academy alumni and members in their board leadership endeavours. Zakie Ahmad Shariff Boardview has been left in great shape due to the committed leadership and superb vision of the outgoing E-i-C, Dato’ Abdul Aziz Abu Bakar, and the joint efforts and dedication of a wonderful team of Content Management (CMs) and Communications and Marketing members. During his seven years as EiC, Dato’ Aziz has personally been engaged in placing Boardview well above similar publications in the same space. We thank and congratulate Dato’ Aziz for this fine achievement. Following in the footsteps of Dato’ Aziz and filling his large shoes is a challenging task; it is my hope and intent to maintain and improve the high standards of excellence already achieved under his inspiring leadership. Without changing the course of publication in any fundamental way, I shall continue Boardview’s broad vision of publishing important articles on various aspects of board leadership and corporate governance and I will work closely with the editorial team to manage Boardview in the same efficient way. With MINDA’s committed editorial team, and the ideas and dedication of individuals, advocates, and partners across the spectrum, I know we can achieve our goal of making Boardview an even more relevant and successful publication for our readers. I end this message by sharing with Dato’ Aziz, the team’s best wishes. We will miss him dearly and we will remember him fondly. I look forward to a bright future for Boardview and MINDA. boardview 5 Cover Personality TM Corporate Entrepreneurship Delivering Convergence and Digitalisation to Make Life and Business Easier - Tan Sri Dato’ Sri Zamzamzairani By Boardview Editorial Team 6 Cover Personality Corporate entrepreneurship is an exciting new area where many existing businesses are exploring and engaging in. What exactly is corporate entrepreneurship? It is the development of new ideas and opportunities within large or established businesses, directly leading to the improvement of organisational profitability and an enhancement of competitive position or the strategic renewal of an existing business. The notion of innovation is at the very core of corporate entrepreneurship and is responsible for driving calculated and beneficial risk-taking. Corporate entrepreneurship has the ability to even alter the balance of competition within an industry or create entirely new industries through this act of internal innovation. O ne of the GLCs that passionately believes in corporate entrepreneurship is Telekom Malaysia Berhad (TM), spearheaded and driven by its Group Chief Executive Officer, Tan Sri Dato’ Sri Zamzamzairani Mohd Isa. TM’s vision is “To Make Life and Business Easier, For a Better Malaysia”. Tan Sri Zamzamzairani, in an interview recently, shared his thoughts on corporate entrepreneurship and how it has become an integral part of TM’s growth and continued success. Nurturing businesses in formative stages According to Tan Sri Zamzamzairani, things are evolving rapidly in terms of demand and consumption and increased digitalisation of lifestyles and business. These promise a lot of opportunities for telcos to constantly evolve to meet these challenges. Tan Sri Zamzamzairani highlights the four key areas to keep in mind when nurturing new businesses: Creating, developing and sustaining new businesses Tan Sri Zamzamzairani believes that corporate entrepreneurship is especially crucial for large companies as it enables these organisations – that are traditionally averse to risk-taking – to innovate and drive leaders and teams toward an increased level of corporate entrepreneurship. He notes it is quite heartening to see the success of the GLC Transformation (GLCT) Programme as it is obvious that for the most part, the objectives set out ten years ago have been met. As for TM itself, the next stage of transformation is from being Malaysia’s Broadband Champion to becoming Malaysia’s Convergence Champion. Structural Realignment Clarity of Vision NURTURING NEW BUSINESSES Human Capital Development Transformation in Customer Experience He feels that Clarity of Vision will lead to a more focused approach in expanding the core business. Structural ...the first inflection point was in 2008 when TM’s fixed line was declining and there was a need to make significant investments to transform TM into a serious broadband player with High Speed Broadband (HSBB) boardview 7 Cover Personality Realignment will ensure better support to new business areas from budget to resources to management support. The CEO adds that TM is “guided by the Information Exchange (connectivity) and Innovation Exchange (services / devices that drive usage of connectivity) vision which underpin the larger transformation journey towards becoming a Convergence Champion and that being a Convergence Champion means delivering on TM’s brand promise of making life and business easier”. ...the Company is at its second inflection point, which involves significant investments to transform TM into a Convergence Champion. Process and challenges in new product offerings Tan Sri Zamzamzairani recalls that the first inflection point was in 2008 when TM’s fixed line was declining and there was a need to make significant investments to transform TM into a serious broadband player with High Speed Broadband (HSBB). He believes now in 2016, the Company is at its second inflection point, which involves significant investments to transform TM into a Convergence Champion. TM Citizens Embody KRISTAL Core Values • Total Commitment to Customers • Uncompromising Integrity • Respect and Care TWP Pillars Which Create Passion • To Bring About Positive Change • To Deliver Customer Centricity • To Become a Performance-Based Culture TM’s business strategy revolves around four strategic thrusts i.e. COOL: Customer Centricity and Quality Improvements Leadership Through Innovation and Commercial Excellence COOL One Company Mindset with Execution Orientation Operational Excellence and Capital Productivity Challenges in Human Capital Development He acknowledges the challenges in managing human capital and how TM has transformed and embedded the productivity and innovation culture in its workforce. During the interview, he explains that the guiding values for TM’s culture of productivity and innovation is based on the principles of KRISTAL and COOL, which in turn, are kept energised by the 1TM spirit of Teaming With Passion (TWP). These ensure that every TM employee delivers results and goes beyond set targets, and is emotionally connected and motivated to invest in discretionary effort. To remain competitive, TM launched UniFi Advance Plan with speeds of 30Mbps and 50Mbps in October 2015. This was TM’s new founding platform for convergence, where customers are given the choice and flexibility to choose the add-ons they require according to their lifestyle. TM is also set to launch its mobility solution soon, and with it, TM will be offering Malaysians converged offerings true to TM’s aspiration of “Life and Business Made Easier”. Strategies to ensure continuous success of established business in the face of new ventures with high levels of uncertainty Tan Sri Zamzamzairani emphasises that TM is staying the course with its established vision of becoming Malaysia’s Convergence Champion and the No. 1 Converged Communications Provider. However, as the market landscape changes, TM must prepare itself to invest for future growth amidst an increasingly challenging environment. TM’s strategies remain anchored on the “Information Exchange” and “Innovation Exchange” vision in TM’s ongoing transformation towards becoming a Convergence boardview 8 Cover Personality There is no silver bullet for becoming more entrepreneurial; it takes practice and having the right people, processes and environment to support and sustain it over time. Champion. Traditional connectivity services such as broadband and data remain TM’s core business guided by Information Exchange. In order to remain competitive, TM is focusing on two key areas for 2016; Delivering Convergence and Digitalisation. Convergence will be reflected by the customer value proposition that TM aspires to deliver, which are realised through three fundamental building blocks: • Increased speed and coverage • Higher speeds and seamless internet connection, anytime and anywhere • Fulfilment of customers’ various lifestyle needs and business requirements Tan Sri Zamzamzairani explains that TM is embarking on Digitalisation in line with its efforts To Make Life and Business Easier to accommodate the changing industry landscape, trends, lifestyles and behaviours. This involves redesigning the customer journey, including internal processes to ensure that customers receive their desired experience when interacting with TM across multiple traditional and digital channels. He concludes by adding that the underlying mind-set changes to execute these strategies are continuous efforts in cultivating a “Productivity and Innovation” culture in everything that they do. “Digitalisation will change the way we operate and this would result in efficient cost savings in the future. By going digital, we are investing in a different way of doing things that will enable us to cut cost in the long run. This, in a way will rebalance the number of physical interactions (the old way) with digital interactions (the new way)”, he shares. CEO’s expectation of employees in newbusiness creation “At TM, the productivity and innovation culture is internalised within the employees in order to support new-business creation in line with the delivery of our key strategic thrusts of “Delivering Convergence and Going Digital”, explains Tan Sri Zamzamzairani. TM aspires, through its existing innovation ecosystem, to continue to inculcate innovation as a culture within the Company to ensure that new ideas generated, both internally and externally, are not wasted. “Productivity efforts within TM will be broadened beyond manpower. TM is also reprioritising productivity initiatives by refocusing on the fundamental basics of operational productivity to ensure results are achieved,” he adds further. Leaders trapped by conventional thinking instead of adapting and innovating (corporate entrepreneurship) Tan Sri Zamzamzairani explains that, “corporate entrepreneurship is designed to enable organisations to become more entrepreneurial. There is no silver bullet for becoming more entrepreneurial; it takes practice and having the right people, processes and environment to support and sustain it over time. Those organisations that have been successful in building entrepreneurial capabilities statistically perform better.” Finding the balance between old systems and new systems It was acknowledged by Tan Sri Zamzamzairani that the initiatives and plans identified by TM require significant investment in revamping IT systems and network architecture and that these investments are necessary to transform TM into a Convergence Champion for future growth. Once the majority is entrepreneurial and innovative, the rest will follow suit. boardview 9 Cover Personality The telco industry is highly competitive and innovative and it is all about customer experience and service quality. In this context, corporate entrepreneurship helps develop new ideas and opportunities which contribute directly to the improvement of organisational profitability. It also enhances an existing business’ competitive position and facilitates strategic renewal. He adds that in any organisation, there will be parties that embrace the conventional way of thinking. What is important is that the majority of the staff are eager for innovation and change. Once the majority is entrepreneurial and innovative, the rest will follow suit. Addressing internal resistance The role of management in corporate entrepreneurship is to promote and facilitate strategic innovation. This is different from its traditional role of business and financial target setting. Leaders of corporate entrepreneurship should also set examples that show best practices meant to inspire others. “There will always be internal resistance to change, but managing the smart way is important,” says Tan Sri Zamzamzairani. He speaks of the need for continuous efforts to reduce internal resistance by embracing: - Continuous staff communication on redeployment and mobility of workforce in order to get support - Conducting joint productivity workshops to boost the understanding of staff in the areas that they have to improve on - Creating good rapport and communication towards union/staff, so that they will see themselves as an extension of management - Continuously enhancing the skills of the workforce to ensure that they can adapt to current needs and the evolving environment Leadership to create social or economic value in TM The High Speed Broadband (HSBB) project is an example where leadership in implementation provides great benefits towards the nation. As Tan Sri Zamzamzairani proudly points out, “The success of the HSBB project was known for its fast and cost effective roll-out that has elevated the nation as having the highest number of high speed broadband subscribers in South-east Asia and having the most acknowledged fast track project roll-outs globally.” Following the success of HSBB, TM is now involved in the new High Speed Broadband Phase 2 (HSBB2) and Sub Urban Broadband (SUBB) projects. These are prime examples of corporate entrepreneurship. The HSBB2 and SUBB are set to benefit even more Malaysians, including those in the suburban areas. Malaysians will have world class network infrastructure and superfast connectivity, which will help boost the development of ICT-related industries and achieve the Government’s aspiration of transforming Malaysia into a high-income nation. HSBB2 will also see the expansion of the previous HSBB infrastructure, covering other priority economic areas such as state capitals and selected major towns. The SUBB project on the other hand, will cover suburban and rural areas. Both projects will cover industrial zones throughout the country, public universities, institutions of higher education (Institut Pengajian Tinggi Awam or IPTAs), private institutions of higher education (Institut Pengajian Tinggi Swasta or IPTS), matriculation colleges and other government colleges. Parting Thoughts Tan Sri Zamzamzairani concludes by stating that, “The telco industry is highly competitive and innovative and it is all about customer experience and service quality. In this context, corporate entrepreneurship helps develop new ideas and opportunities which contribute directly to the improvement of organisational profitability. It also enhances an existing business’ competitive position and facilitates strategic renewal. At TM, we are committed to our vision. We want to “Make Life and Business Easier, For a Better Malaysia”. BV boardview Directors Gap Analysis (DGA) Prepping of Directorship Within 6 months after appointment è Building High Performance Directors programme è Corporate Directors Advance programme (CDAP) •Finance •Strategy & Risks •Ethics •Mergers & Acquisitions •Human Capital •Cybersecurity •Innovation •Sustainability •Other topical issues as per when needed èInternational Company Directors programme Flagship Suite Performance Suite Board Dynamism & Effectiveness 4-6 Years of Directorship èCorporate Directors Onboarding programme (CDOP) Performance Drivers 1-4 Years of Directorship Onboarding Suite Governance, Directors’ Roles & Values Within 1 year of Directorship For more information, call +60 3 2780 5031 or email info@minda.com.my. Embark on a structured directors development journey for your board today. PROGRAMME FOCUS AREA DIRECTORSHIP PATH èDirectors Forum è Chairman’s Forum Flagship Suite Thought Leadership Anytime during the Directorship Directors Development Roadmap 11 Featured Article The Dangers of J Charismatic Leadership ack Welch believed effective leaders exhibit four characteristics: personal energy; the ability to energise others; the ability to execute; and the ability to make the tough decisions, which he called an edge. These were his 4E’s of leadership. If what we want is charismatic leadership only, he was right. Charismatic leadership has been much admired in the past thirty years as a result of the media and Hollywood creating superstar CEOs – the boardroom equivalent of Superman. However, charismatic leadership has three potentially serious dangers: selfimportance and ego; intolerance of different opinions; and dependent subordinates afraid to be accountable. By Datuk John Zinkin The Chinese philosopher, Lao Tzu, recognised these drawbacks nearly three thousand years ago when he defined great leadership: boardview 12 Featured Article “A leader is best when people barely know he exists, not so good when people obey and acclaim him, worst when they despise him. But of a good leader, who talks little, when his work is done, his aim fulfilled, they will say, ‘We did this ourselves’.” Self-importance and ego I remember a CEO of Wesfarmers, one of Australia’s leading public companies, being asked what the secret of his success was. His answer was: “I take my job very seriously, but I do not take myself seriously at all.” Successful, charismatic leaders can become selfimportant and driven by the need to feed their egos. The bankruptcies of Bear Stearns, Merrill Lynch, and Lehman Brothers were in large part the result of the egomania of their previously highly successful CEOs. The same might be said of the problems faced by Manchester United – Sir Alex Ferguson failed to create an institution that could thrive after his departure – Lao Tzu’s key test of leadership. The media and Hollywood are responsible for this cult of the iconic CEO. Business success is the result of the brilliance of the CEO while the rest of the organisation – its people, products and systems – are ignored. Followers are also to blame when their leaders become too obsessed with “I” and forget about “We” – Lao Tzu’s point. Followers who know too much to their leaders will gradually turn the most empathetic and humble leaders into self-important autocrats. Medieval Europe understood this and kings had court jesters whose role was to point out their fallibility and self-importance. Culture plays its part too. In so-called “High Power Distance” cultures where attention to protocol and keeping one’s distance from the people one leads is regarded as essential, it is really hard for leaders not to become self-important and cut off from reality. Intolerance of different opinions Charismatic leaders’ personal energy and their ability to energise others too often translate into an excessive focus on the leader’s way of doing things, captured in the phrase “My way or the high way”. Sir Alex Ferguson was famous for his intolerance of divergent opinions. The advantages of such an approach are that everybody knows what is expected of them, how they are expected to perform and time is not wasted debating alternative ways of doing things. This may work well in a stable, unchanging environment, but is likely to lead to failure in a dynamic, changing world where the past is not a good guide to future success – i.e. today’s business conditions or the EPL. Increasingly companies are coming to accept that diversity of thinking and challenge of the status quo leads to better long-term success. Diversity of thinking reduces the dangers of groupthink which blinds the organisation to external change that undermines or destroys its existence. The sources of such change can be political, economic, social, technological, legal or environmental. Openmindedness is essential if the dangers posed by such changes are to be spotted in time. This requires persistent, constructive challenging of the status quo and a rejection of the mindset of “If it ain’t broke, don’t fix it” – best achieved through scenario thinking and pre-mortems where alternative approaches and exploring what could go wrong are used to stress test assumptions. Successful charismatic leaders must exercise empathy and recognise that despite their past track record of success, they remain fallible and that the world around them may have moved on. Above all, they must refrain from “shooting the messenger” when they hear things they do not like. This means recognising, as Alfred Sloan the founder of General Motors did, that dissent is Successful charismatic leaders must exercise empathy and recognise that despite their past track record of success, they remain fallible and that the world around them may have moved on. boardview 13 Featured Article I wonder how many leaders pass Lao Tzu’s three tests: keeping their egos under control; nurturing the “courage to speak truth to power”; and developing empowered subordinates capable of taking their organisation to the next level. a sign of loyalty rather than disloyalty and creating an environment where people have the “courage to speak truth to power”. Dependent subordinates Even if charismatic leaders do not use fear or force to get their way, the sheer forcefulness of their personalities and their ability to communicate may intimidate their followers. If, in addition, leaders fail to delegate effectively, they will keep their subordinates in a state of permanent dependency – unable or unwilling to take independent decisions. This leads to five problems. First, the leader becomes a bottleneck in decision-making. Everyone has to wait for his or her sign-off. Second, subordinates are afraid of misinterpreting what the leader is presumed to want. This leads to self-censorship and second-guessing. This is made worse if the leader is deliberately ambiguous or gives unclear direction. In such circumstances, subordinates need a PhD in telepathy to succeed because only then they will know what their leader wants even though he or she has not told them! Third, subordinates become unwilling to experiment because of their fear of failure and reprimand. This is serious because it undermines their ability to adapt to changing conditions and it makes it difficult for them to innovate – both essential if the organisation is to flourish. Fourth, it prevents personal growth and development since making mistakes is an essential part of learning. It also allows subordinates to remain unaccountable for the ethical consequences of their actions. They can plead that they were just following orders. Fifth and most important, second-liners may become too mediocre to be suitable successors as a result of the way they have been hired, developed and promoted by charismatic, self-important and overbearing leaders – a charge that has been made about Sir Alex Ferguson’s succession planning by Rory Smith writing for ESPN. I wonder how many leaders pass Lao Tzu’s three tests: keeping their egos under control; nurturing the “courage to speak truth to power”; and developing empowered subordinates capable of taking their organisation to the next level. Boards might be well advised to remember these tests when appointing and evaluating CEOs. BV About the author Datuk John Zinkin is the Managing director of Zinkin Ettinger Sdn Bhd and faculty member of the ICLIF Leadership and Governance Centre, specialising in training Boards in ethics and governance. John has over 40 years of experience in business, of which 28 have been in Asia, holding senior line management and corporate strategy/business development positions in major multinational manufacturing, marketing, and consulting companies. RELEVANT MINDA PROGRAMME • CDAP: Strategy & Risks @ 19 & 20 Apr 2016, KL Even if charismatic leaders do not use fear or force to get their way, the sheer forcefulness of their personalities and their ability to communicate may intimidate their followers. boardview 14 Featured Article What It Takes to be A Good Board Member By Zakie Ahmad Shariff Have you ever thought about what it takes to be a good and effective Board member? You see, the Board of a company is the highest leadership platform in the governance structure of a company. The Board represents a myriad interest groups: shareholders, stakeholders, and yes, the company itself. Sure, being selected to join a company’s Board is an honour and privilege, but it comes with roles and responsibilities that require certain skill sets and talent. boardview 15 Featured Article “Leadership of an organisation may come in different packages. But it’s got to be credible… Overall, it’s about credibility, walking the talk.” - Anne Mulcahy, Chairman Xerox E very company is unique. Each one has its own objectives, missions and vision. The role that it plays and the contributions it provides its community and stakeholders are also unique. Therefore the role, operating mode, and even the composition of its Board has to be tailored to the company’s specific context – its history, its current situation, and its priorities. Second, the Board is convinced that you have good Intent. This is to say that you are perceived as someone who will not try to deceive or protect anyone, and that you do not have hidden motive or agenda that will colour your action. Good intent negates conflicts of interest – a key element in good and fair decision-making. In an era of increasing business and social challenges, and sometimes boisterous demands for greater accountability, I believe it is imperative that the nomination and selection of Board members must follow a disciplined and objective process, with clear and selection criteria aligned with the needs of the company. Third, the Board must be convinced that your Credentials are excellent. The Board believes that you do, indeed, have the expertise, knowledge, skill and capability in the area in which you are called to contribute. It is important that each Board member has real management or commercial experience, including specific functional knowledge which meets the organisation’s unique context. As such, the composition of a Board requires careful nomination of its members. While many an enlightened Board will consider diversity among its members, with a good mix comprising academics, professionals representing areas of specific interests, gender and age, one non-negotiable quality of a member is almost always taken for granted: a member’s credibility. And fourth, the Board must be convinced that you have a good Track Record, and that you have demonstrated your capabilities effectively in similar situations in the past, and that you produce results, and that there is a good reason to believe that you will do so now. Much of the future of the company is dependent on this very characteristic. Just as a prosecuting lawyer will want a credible witness on the stand, a good Board will want credible members in its midst. But, what defines the credibility of a Board member? If you are nominated, you must know that the Board is convinced that you are a person of Integrity. By that I mean that you are honest and congruent, and that you have a reputation for being truthful and that you would not lie. This characteristic speaks volumes at a time when a strong, trust-based relationship is expected to exist between the Board and management, with the Board constructively challenging, and at the same time, supporting management. Management, in turn, is expected to interact and report to the Board in a similar spirit and fashion. It is important that each Board member has real management or commercial experience, including specific functional knowledge which meets the organisation’s unique context. boardview 16 Featured Article As many seasoned Board member will affirm, the success and influence of a Board really depends on these four issues: the collective integrity, intent, capabilities and results of the Board. The way I see it, as leaders of their companies, Board members are entrusted to oversee three primary roles: 1.Nominate, oversee and support the Chief Executive Officer: This role entails the Board to review the CEO’s performance, support his work towards institutional goals, and make recommendations to the shareholders regarding extensions or termination of his tenure. 2. Oversee the company’s finances and fundraising: In this role, the Board is entrusted with the authority to approve internal budget allocations, oversee spending and set salaries, and oversee investment decisions. 3. Safeguard the company’s mission: As many seasoned Board member will affirm, the success and influence of a Board really depends on these four issues: the collective integrity, intent, capabilities and results of the Board. It is what makes the Board believable. Here the Board is assigned to steer and approve strategy, approve management decisions with financial or talent development impact, set operational policies, communicate with external relevant stakeholders and institute a culture of performance management. Believability or the credibility of a Board is important as board members will be held accountable by the public for their stewardship of their organisations. Through their oversight roles, Board members are jointly and severally responsible for ensuring their organisations set and follow clear strategies aligned with their missions, all the while governing themselves transparently. These three basic roles depend a lot on the expert and unbiased credentials of its Board members. Expectations of Board performance will rise as the organisation expands its clout. Members will be required to contribute more time and possess more applicable knowledge and skills so as to oversee their institutions through their transformational journey. Ultimately, effective Boards are the result of good individuals working collectively as a team, with skills and expertise tailored to address an organisation’s specific needs and context. But the start to this ever-improving process rests on the existing credibility of the Board members. So, when nominated, you have to ask – have you got what it takes to be a good and effective Board member? BV Just as there is no “one-size-fits-all” approach to management, there is also no explicit formula for developing and ensuring an effective Board. Both are organic, people-driven and diverse, where relationships and interpersonal skills are just as important as well-crafted policies and procedures. About the author In an era of increasing business and social challenges, and demands for greater accountability, it is imperative that Boards rise to their new responsibilities so as to enable active leadership and the agility to respond to ever-changing external contexts. Zakie Ahmad Shariff is the new Chief Executive Officer of Malaysian Directors Academy (MINDA) and passionate about people and leadership development. With believe we need people to help us along the way, he postulates we can only go so far by going it alone and integrity is needed to take people along. RELEVANT MINDA PROGRAMMES • CDOP @ 25 & 26 Oct 2016 • CDAP: Finance @ 1 & 2 Sept 2016, KL boardview Board Effectiveness Assessment (BEA) Assessment gives the boards an opportunity to identify and remove obstacles to better performance and to highlight best practices. MINDA is committed to be the Centre of Excellence for directors and boards. Our unique methodology for BEA goes beyond compliance issues to examine board effectiveness across a broad range of measures to ensure boards get the optimum value from it. MINDA BEA Methodology BUSINESS CENTRIC OPEN & ENGAGE NEUTRAL COMPARE SUSTAIN • Assessment takes into account current business situation and future strategic direction • Conducted by experienced 3rd party facilitators that are completely objective • Use past experiences to provide analysis, insights and recommendations • Special Board Working session with action plan • SWOT analysis • One-on-one structured and confidential interviews • 100% participation • Incorporate key management views (BEA) • Ability to give constructive inputs • Benchmarked against International best practices • Feedback session with individual director with action plan Have one today to give meaningful insights on the board and engage the board of directors to work towards an aligned goals and strategy. For more information, call +60 3 2780 5031 or email info@minda.com.my. 18 Featured Article out of the tunnel & into the light: Emerging from a compliance failure By Zaldwaynaka Scott, Laura Shores & Saul Morgensten boardview 19 Featured Article In December 2008, the U.S. Department of Justice (DOJ) and German regulators announced a $1.6 billion settlement in the Siemens case, $450 million of which was paid to DOJ, blowing all prior records in foreign bribery prosecutions. In the years that followed this settlement, the company conducted a very public overhaul of its management structure and global compliance organisation. Those efforts involved a number of significant changes to Siemens’ operations, aimed at reinforcing throughout the company’s, board’s and management’s determination to operate the business in an ethical and compliant manner. I t has since been reported that Siemens is more profitable than it was before, suggesting that investing in and communicating a strong compliance culture does not hurt profitability and may, by enhancing corporate reputation and employee morale, improve it. For many corporations’ board members and managements, the Siemens bribery prosecution was a “let’s get serious” moment. Some initiated formal assessments of the risk of a similar crisis occurring within their own organisations. Many learned from that effort that it takes more than instituting complex compliance structures to address compliance risk. To prevent compliance failures, a company must be prepared to change the culture and ensure that company employees are properly focused on doing business with ethics and integrity. According to Siemens’ chief executive, “operational excellence and ethical behaviour are not a contradiction of terms. We must get the best business – and the clean business.” Where does a company start after a significant compliance failure? An independent and thorough investigation, in many instances, will provide a roadmap for correction, by identifying rogue employees, failed internal controls and risks. But there is scant reason to think that a company and its employees will automatically learn from past mistakes. An overhaul of its business and compliance processes may be required, and attention to the culture is a must. Top down and bottom up To begin the process of recovery, a corporate board and senior executives must set a strong “tone at the top”. This is critical in a weak global economy and a push for business in emerging markets where conduct is often governed by different legal standards. In this regard, senior management’s perceived and continued tolerance for misconduct can be devastating. A recent example involves a large U.S. retailer reportedly who, despite allegations that a division CEO was the key architect of a foreign bribery scheme, publicly extolled his virtues and gave him a promotion. “Top” means very top: the board of directors. The U.S. Federal Sentencing Guidelines requires boards to exercise reasonable oversight in connection with the implementation and effectiveness of the organisation’s compliance and ethics programme. The Delaware Chancery Court’s opinion in In re Caremark International Inc. Derivative Litigation confirmed a board’s fiduciary duty to oversee a corporate compliance programme. It is equally important to foster a culture and practice of listening to what is being said by rank and file employees. To begin the process of recovery, a corporate board and senior executives must set a strong “tone at the top”. boardview 20 A staggering percentage of whistle-blowers say that they reported suspected violations internally before going to the government. An effective system must be designed to ensure that complaints are heard and properly vetted. Implement a strong compliance structure Over the years, government regulators have made known their views about the components of an effective programme. For example, according to prosecutors, one of Siemens’ essential modifications was to shift control and accountability for compliance to a chief compliance officer who reports directly to the general counsel and the chief executive officer. Any company serious about compliance that does not have a chief compliance officer should have one. Assuring that the chief compliance officer has the clear ability to report to the CEO and the board is equally important. Moreover, the compliance function in a major corporation, particularly one with global scope or ambitions, is not a one-person job. It is critical that sufficient resources, at headquarters and on the ground in subsidiaries and distant operations, have local compliance presence with clear communication lines to the chief compliance officer. The U.S. Federal Sentencing Guidelines provide useful insight into what the U.S. government expects. Under these guidelines, to have an effective ethics and compliance program, an organisation must act to prevent It is critical that sufficient resources, at headquarters and on the ground in subsidiaries and distant operations, have local compliance presence with clear communication lines to the chief compliance officer. If a company is prosecuted, the severity of the potential penalty can be reduced if an effective compliance programme was in place at the time of the misconduct. crime and promote an organisational culture that encourages lawful behaviour. If a company is prosecuted, the severity of the potential penalty can be reduced if an effective compliance programme was in place at the time of the misconduct. Following the Sentencing Guidelines, other regulatory bodies have issued written guidance describing effective compliance programmes and policies. However, it is not enough to have policies and a programme. The FCPA Resource Guide jointly published by the U.S. Securities and Exchange Commission, and the DOJ notes that: A well-designed compliance programme that is not enforced in good faith, such as when corporate management explicitly or implicitly encourages employees to engage in misconduct to achieve business objectives, will be ineffective. DOJ and SEC have often encountered companies with compliance programmes that are strong on paper but that nevertheless have significant FCPA violations because management has failed to effectively implement the programme even in the face of obvious signs of corruption. A case in the Northern District of California federal court illustrates the point. Following a conviction on antitrust offenses, a federal judge sentenced AU Optronics (AUO), a Taiwanbased corporation, to three years’ probation and imposed a $500 million fine. As part of the sentence, the court required that AUO “develop, adopt and implement an effective compliance and ethics programme”. The government recently accused AUO of violating the court’s boardview 21 Effective leadership, clearly articulated standards, robust employee education, and user-friendly reporting lines might make the difference in the future between reporting questionable conduct by a colleague or external contact and ignoring or, worse, concealing it. directive. The government cited the company’s failure to hire a chief antitrust compliance officer and its board of directors’ failure to exercise the appropriate oversight over antitrust compliance. A hearing is currently scheduled for May 29. AUO’s alleged compliance failures should be contrasted with Siemens’ successful implementation of its programme. Based on the Siemens’ efforts, as documented by a corporate monitor, the government concluded that the company had complied with the requirements of its plea agreement and its final judgment in the SEC civil action. Training is key It is not uncommon for companies experiencing a compliance failure to have had a training programme in place. The failure is often perceived to suggest some deficiency in the programme. Distributing an ethics policy, or even having periodic general lectures on compliance, is unlikely to create either a compliance culture or a sufficiently educated workforce. It is also unlikely to impress prosecutors in the event of a compliance failure. In addition to straightforward explanations of the types of prohibited and expected conduct, employees should be given information designed to help them understand the reasons behind the compliance policy. Such training should also be tailored to the employees’ functions; “cookie cutter” web-based training will not suffice. For individuals in high risk positions, in-person training is ideal. that is better suited to the company’s specific business and culture, as well as today’s ever-changing conditions. Effective leadership, clearly articulated standards, robust employee education, and userfriendly reporting lines might make the difference in the future between reporting questionable conduct by a colleague or external contact and ignoring or, worse, concealing it. BV About the Authors Zaldwaynaka (Z) Scott is Co-Chair of Kaye Scholer’s Chicago White Collar Litigation and Internal Investigations Practice. Z is a seasoned trial lawyer, having taken more than 40 mostly jury trials to verdict in federal court. Her federal civil and criminal litigation experience includes accounting and commercial fraud, public corruption, civil tax appeals and criminal tax prosecutions, money-laundering and investment, and financial institution fraud. Laura Shores is a Partner in the Antitrust Practice of the Complex Commercial Litigation Department in Kaye Scholer’s Washington, DC office. Laura is a trial lawyer with more than 20 years of experience in complex civil litigation, including antitrust and securities fraud matters. Saul Morgenstern, Chair of the firm’s Antitrust practice, has represented clients across a broad spectrum of industries in complex disputes, class actions and multi-jurisdictional litigation before US federal and state courts, international arbitral tribunals, and in US Government, State and foreign investigations. He also advises US and global companies with respect to the antitrust implications of mergers, acquisitions, joint ventures, trade association activities, distribution and pricing programs and other aspects of competitor and customer relations. This article originally appeared in InsideCounsel on May 26, 2015. Conclusion A compliance failure is likely to be expensive, even if the government does not pursue enforcement action. The money is not all wasted if the company takes the “opportunit[y] that comes from a good crisis” to invest in a stronger compliance function boardview RELEVANT MINDA PROGRAMME • CDAP: Strategy & Risk @ 19 & 20 Apr 2016, KL 22 Featured Article Pathways to directorship By Tony Featherstone It is a long journey to a full-time portfolio of directorships, so knowing when to start planning a governance career is critical. S ome executives decide on a career in directorship after their job ends abruptly. A change of ownership, missed promotion or role change make them think about joining boards. Others take a long break after their executive career, find new energy and pursue directorships from a standing start. Those who are more organised plan their transition a few years before leaving corporate life, joining not-for-profit (NFP) boards or those in an unrelated industry to their employer. Robert MacLean, chief executive officer (CEO) of specialist advice practice Equitas Partners, believes executives and managers should gradually plan their transition to fulltime directorship up to a decade before the event. boardview Unless you are a hotshot CEO, aspiring directors can underestimate how much time it takes to build a portfolio of three or four directorships that provides a significant income. 23 Featured Article “Unless you are a hotshot CEO, aspiring directors can underestimate how much time it takes to build a portfolio of three or four directorships that provides a significant income.” Many directors pursue board positions because they want to remain engaged in business after a successful executive career, be challenged by board work, stay connected with their peers, and give something back. Money is not the main motivator, especially for independently wealthy executives or those with a passion for the NFP sector. But for those who have not been a C-level executive, partner at a professional services firm, or high-flying consultant, the loss of income from the transition from executive to non-executive and other financial issues, such as asset protection, require significant long-term planning. MacLean says half the clients of his wealth management firm are company directors. “Everybody has different circumstances, but the common factor in those who had a successful transition to directorship was early planning, not only in financial issues but also how they built their networks and governance expertise. You don’t hear many successful directors talk about how they planned their transition 10 years in advance, but many do.” Gradual planning A decade of gradual planning might seem excessive to aspiring directors. It means planning for the transition in their mid-forties, given the 50-60 year old age bracket is prime time for director recruitment in Australia. Many forty-something executives, still enjoying a strong career trajectory, would find such long-range career planning a distraction or unmanageable. MacLean disagrees. “For successful people, the forties are the decade where they start to accumulate assets more rapidly and make big decisions on houses, superannuation and shares or other investments,” he says. “It’s also the time when they should think about personal asset protection, particularly if they want to be a director later in life, and structure it right.” MacLean says aspiring directors should start building their governance skills, experience and networks long before they make their transition. “The first step is doing the Australian Institute of Company Director’s Company Directors Course. It doesn’t mean you will get a directorship, but without it, you will struggle. Then join a NFP board, such as a school board, to demonstrate your commitment to governance and build some real board experience and contacts.” Aspiring directors should lift that planning at least two years before the transition, MacLean says. “At this point, you need to start decoupling yourself financially from the organisation. That is, not having everything tied up in company shares, or being too reliant on company insurance policies. The risk is that you leave your job abruptly and are left with a huge capital gains tax bill because your employee shares or options vest. “You should also think carefully about life expenses. If you need $200,000 a year and it takes two years before you have a governance portfolio, you need to know where that $400,000 will come from.” MacLean says a successful transition to directorship begins with leaving an executive career on your terms. “I have seen too many people pursue directorships because they are reacting to an event, such as job loss, rather than being proactive. They don’t realise that if you are a fifty- Everybody has different circumstances, but the common factor in those who had a successful transition to directorship was early planning, not only in financial issues but also how they built their networks and governance expertise. boardview 24 Featured Article something executive, these days your job security can be very tenuous.” Time out Korn Ferry head of board services, Robert Webster MAICD, believes executives are better off taking a break before pursuing a full-time board career. He says aspiring directors can plan the transition by joining NFP or other boards in advance, but says most senior executives do not have time for heavy board commitments. Webster meets many aspiring directors who make their governance intentions known to Korn Ferry, a global executive and board search firm. “I tell them to have a good break for up to six months and come back feeling refreshed,” he says. “They need to clear their head before taking on a board role because that is a significant workload.” Webster says it is becoming harder for senior executives to juggle a board role with executive duties. “There was a trend of the CEO or chief financial officer asking their board for permission to become a director in an industry where there is no conflict. I sense boards are more reluctant to recruit serving executives from other companies these days, because the workload of directorship is so great.” After taking six months off, aspiring directors should plan for at least another six to 12 months of groundwork before getting their first position, Webster says. “Building a full board portfolio is at least a two to three-year exercise and many people never get there.” He says aspiring directors should consider that planning period as an investment in their governance career. “A successful executive may have to write their resume from scratch and present it in a way that appeals to boards. “They need to increase their governance network and sharpen their interview skills. Diverse experience is the most important element for boards, and the only way you get that is through rubber on the road.” BV About the Author Tony Featherstone is a former managing editor of Business Review Weekly and Shares magazines. He is a specialist writer on small companies and entrepreneurs for The Age Online, The Australian Financial Review and BRW. This article originally appeared in Australian Institute of Company Directors (AICD). RELEVANT MINDA PROGRAMME • CDOP @ 25 & 26 Oct 2016, KL boardview There was a trend of the CEO or chief financial officer asking their board for permission to become a director in an industry where there is no conflict. I sense boards are more reluctant to recruit serving executives from other companies these days, because the workload of directorship is so great. Enhance Your Directorship Standing Be Part of the Consulted Group On Regulatory & Policies Development Optimise Your Expertise. Avail Yourself for New Directorship Opportunity Be a Member of Malaysian Directors Academy (MINDA) today. Call us at +603 2780 5031 or drop us an email at info@minda.com.my for further details. 26 Book Review Boards That Lead: When to Take Charge, When to Partner, and When to Stay Out of the Way By Charan, Ram / Carey, Dennis / Useem, Michael L eadership at the top is being redefined as boards take a more active role in decisions that once made solely by the CEO. With the increase in board engagements, it can create debilitating question on authority and dangerous meddling in day-to-day operations. Directors need a new road map – for when to lead, when to partner, and when to stay out of the way. Boardroom veterans Ram Charan, Dennis Carey, and Michael Useem advocate this new governance model, a sharp departure from what has been demanded by governance activists and regulators, revealing the emerging practices that are defining shared leadership of directors and executives. Based on personal interviews and the authors’ broad and deep experience working with executives and directors from dozens of the world’s largest firms, including Apple, Boeing, Ford, Infosys, and Lenovo, “Boards That Lead” tells the inside story behind the successes and pitfalls of this new leadership model and explains how to: 1. Define the central idea of the company About The Authors 2. Ensure that the right CEO is in place and potential successors are identified 3. Recruit directors who add value 4. Root out board dysfunction Dennis Cary is a vice chairman and co-leader of the Board Services Practice of Korn Ferry. With over 25 years of experience, Dennis advises and recruits for Board of Directors, CEOs and their direct reports. He has recruited for Board of Directors and CEOs of over 75 Fortune 500 companies. 6. Set a high bar on ethics and risk. Michael Useem is Professor of Management and Director of the Center of Leadership and Change Management at the Wharton School of the University of Pennsylvania. He works on leadership development with many companies and organisations in private, public and non-profit sectors. With a total of eighteen checklists that will transform board directors from monitors to leaders, Charan, Carey, and Useem provide a smart and practical guide whether they occupy the boardroom or the C-suite. Ram Charan is a world-renowned business advisor, author and speaker who spent the past 35 years working with many top companies. He is known for cutting through the complexity of running a business in today’s fast changing environment to uncover the core business problem. 5. Select a board leader who deftly bridges the divide between management and the board, and boardview 27 Programme Highlights 29 & 30 September 2015 CDAP 2/2015: Innovation Type: Public Programme Venue: The Majestic Hotel, Kuala Lumpur M INDA organised its first (2015) Corporate Directors Advanced Programme (CDAP): Innovation. This programme was attended by twelve (12) Directors and Chairman from various company and facilitated by Mr Azim Pawanchik, the co-founder and Principal Consultant for Alpha Catalyst Consulting (ACC) and Dr Suraya Sulaiman, Executive Director of Innovation Capability & Culture for Alpha Catalyst Consulting (ACC). This programme provides vital knowledge of the innovative concepts needed by all directors in today’s business world with a special focus on improving innovation-related capabilities leading towards an improved performance and productivity in the Boardroom. 12 & 13 October 2015, 29 & 30 March 2016 CDAP 6/2015 and 7/2016: Financial Language in the Boardroom Type: Public Programme Venue: The Majestic Hotel, Kuala Lumpur M INDA’s Corporate Directors Advanced Programme (CDAP) – Financial Language in the Boardroom focused on knowledge and understanding for the Directors of companies who have limited financial knowledge to be able to make sound judgment and critical probing questions on matters relating to company’s finances. Facilitated by Mr Vincent Loh, Chief Executive of Core Management, this course provides vital knowledge of the financial terms and concepts needed by all directors in today’s business world. A total of twelve (12) and nine (9) participants attended the programme. boardview 28 Programme Highlights 20 & 21 October 2015 CDAP 1/2015: Mergers & Acquisitions Type: Public Programme Venue: Pullman Kuala Lumpur City Centre Hotel C DAP Mergers & Acquisitions was launched first under the CDAP series year 2015. It was held on the 20 & 21 October 2015 at Pullman Kuala Lumpur City Centre Hotel. The programme was attended by twelve (12) participants and facilitated by Mr Wee Hock Kee, the Managing Partner of CG Board Asia Pacific and Ms Aida Lim Abdullah, Director of CG Board Asia Pacific. CDAP M&A provides the necessary sound judgement on the commercial value, synergy, risk and foresight of a proposed M&A in the best interest of organisations and its shareholders. The expectations of Boards in M&A cannot be met if the Boards are not familiar with the overall M&A framework and not knowing the critical probing questions to ask the management. 25 & 26 November 2015, 23 & 24 February 2016 CDOP 6/2015 and 7/2016 Type: Public Programme Venue: Pullman Hotel, Bangsar M INDA’s CDOP programme focused on the role of the Corporate Director and provides update with the latest development on their Roles and Responsibilities as a Director as well as networking among fellow Directors. The programme was facilitated by Datuk John Zinkin, Managing Director of Zinkin Ettinger Sdn Bhd, Mr Azryain Borhan, CEO of Pinnacle Perintis and Dato’ Abdul Aziz Abu Bakar, former CEO of MINDA. A total of eighteen (18) and ten (10) participants attended the programmes. boardview 29 Programme Highlights INSKEN Onboard SME Directors Programme (IDP) Type: Customised Programme Venue: Session 3: 28 & 29 September 2015 - INSKEN, Mutiara Damansara Session 4: 23 & 24 November 2015 - INSKEN, Mutiara Damansara Session 5: 21 & 22 December 2015 - INSKEN, Mutiara Damansara Session 6: 28 & 29 March 2016 - INSKEN, Mutiara Damansara D esigned and organised for TERAJU's Teras companies, this programme provided a platform to strengthen the competitiveness of Bumiputera businesses at home and abroad via: • An enhanced professionalism in the organisation that is on par with international standards; • An enriched business savviness that drive performance; • The right mindset and leadership to be innovative and creative; • A stronger and robust corporate governance practice; • A wider and beneficial network through MINDA Alumni Awareness and Networking events. The programme was facilitated by Mr Azryain Borhan, CEO of Pinnacle Perintis, Dato’ Aziz Abu Bakar, CEO / Executive Director of MINDA, Ms Vijayam Nadarajah, Specialist, Corporate Programme at Finance Accreditation Agency (FAA) and Mr Azim Pawanchik, co-founder and Principal Consultant for Alpha Catalyst Consulting (ACC). Advanced Women Directors’ Programme (AWDP) Type: Customised Programme Venue: Session 1: 3-5 November 2015, Pullman Hotel, Bangsar Session 2:11-20 November 2015, Pullman Hotel, Bangsar Session 3: 25-27 November 2015, Pullman Hotel, Bangsar Session 4: 1-3 December 2015, Pullman Hotel, Bangsar Session 5: 7-9 December 2015, Pullman Hotel, Bangsar T he AWDP has been designed to enhance the knowledge and skills of women leaders who have been prepared for or are currently onboard positions. The workshops will allow participants the opportunity to become more familiar with the current board challenges and expectations, learn and test new ideas collaboratively. The programme focuses on the following key areas: • Improving the effectiveness and efficiency in development of women directors in the field of corporate leadership, principles and ethics of corporate governance and oversight in strategy and risk; • Plan a development framework programme that helps women to manage the various stakeholders with regard to risk and volatility in the national and global landscape; • Improving the efficiency and effectiveness of women as directors through individual mentoring programme which consists of assessment, guidance, training and simulation. The programme was facilitated by Mr Azryain Borhan, CEO of Pinnacle Perintis, Dato' Aziz Abu Bakar, CEO of MINDA and Datuk John Zinkin, Managing Director of Zinkin Ettinger Sdn Bhd. boardview 30 Programme Highlights C 26 November 2015 G Breakfast Series with Directors: “Board Reward & Recognition” was jointly organised by the Malaysian Directors Academy and Bursa Malaysia to address the Board Reward & Recognition challenges faced by directors. bursa's Breakfast Series Type: Customised Programme Venue: Bursa Malaysia The talk focused on the following objectives: • Present key decisions Board and NRC members have to make regarding how to appropriately reward non-executive directors and management while meeting the regulators’ mandates and shareholders’ demands; • Understand market practice for remunerating Executive Directors and Senior Management; • Discuss trends and good governance principles regarding Non-Executive Director fees. The programme was attended by one hundred fiftyfive (155) Directors of Public Listed Companies. The programme was facilitated by Mr Shai Ganu, Market Business Leader for Mercer’s Talent Consulting and two panellists Mr Mohammad Nizar Bin Idris, Board of Director and NRC Chairman of Eversendai Corporation Berhad and Datuk Yvonne Chia, CEO of Shell Refining Company. 8 March 2016 bursa's Focus Group Series: Corporate Governance Disclosure Type: Customised Programme Venue: Bursa Malaysia T he Focus Group on Corporate Governance Disclosures is an engagement session, organised for Bursa Malaysia to strengthen corporate governance disclosure in annual reports of selected listed issuers. This half-day session was aimed to assist listed issuers towards developing more effective and meaningful disclosure of corporate governance policies and practices that are in line with Bursa’s Annual Report Disclosure Requirements (ARDR) and Malaysian Code of Corporate Governance 2012 (MCCG 2012). The sessions was facilitated by Mr. Salleh Hassan, Director of Securities Industry Development Corporation (SIDC) and Mr. Wee Hock Kee, Managing Partner of CG Board Asia Pacific. boardview 31 Programme Highlights W 1-3 March 2016 omen Director Programme (WDP) was jointly held by MINDA and Lead Women to help develop in women the skills and capabilities to excel and reach board level positions. Women Directors Programme (WDP) The key highlights of the programme include: Type: Customised Programme Venue: Pullman Hotel, Bangsar • Broaden understanding of the operations, roles and structures of boards • Help to understand the boardroom dynamics and how to command attention at board level with confidence • Provide tips on how to become more visible to executive search firms and nominating committees • Guide to assimilate and analyse critical, complex decision-making information The three-day programme was facilitated by En. Azryain Borhan, CEO of Pinnacle Perintis; Datuk John Zinkin, Managing Director of Zinkin Ettinger; Ms. Anne Abraham, CEO of Lead Women and Dato’ Aziz Abu Bakar, CEO of MINDA. A total number of nineteen (19) pax attended this programme. 7 October 2015 MINDA PowerTalk Series “The Company Secretary: Gatekeeper of Corporate Governance” with Datuk John Zinkin Type: Awareness & Networking Venue: Sheraton Imperial Kuala Lumpur Hotel The fourth MINDA PowerTalk Series titled “The Company Secretary: Gatekeeper of Corporate Governance” was held with Datuk John Zinkin as the guest speaker. The session was attended by a total of thirty (30) company secretary invitees from various GLCs and PLCs companies. The focus of the talk was: • Company Secretaries must pay even more attention to the board charter (required by the SC’s Corporate Governance Blueprint 2011); • Whether directors and committees understand their roles and responsibilities laid down in the charter; • Recommend suitable training programmes to the Chair to ensure directors can fulfil their responsibilities properly. The PowerTalk was followed by a short briefing by Dato’ Aziz, MINDA CEO on the following: • MINDA's new role in representing Malaysian Corporate Directors under the mandate of Securities Commission and Bursa • The various directorship transition points of a director vs the required competency • How to go about doing a Directors Gap Analysis (DGA) by using MINDA’s template • MINDA 2016 Directors Programmes boardview 32 Programme Highlights 25 February 2016 Reception of Dato’ Aziz’s Farewell and Welcoming En. Zakie Ahmad Shariff as MINDA CEO Type: Awareness & Networking Venue: Le Meridien Hotel, Kuala Lumpur A n appreciation reception and dinner was organised to bid farewell to Dato’ Abdul Aziz Abu Bakar upon his retirement as chief executive officer (CEO) after six years at the helm of MINDA. Attended by seventy (70) guests of faculty and stakeholders, the dinner also witnessed the introduction of En. Zakie Ahmad Shariff as the new CEO of MINDA, effective from 1 March 2016. Dato’ Aziz believed his successor, En. Zakie, would be able to contribute and lead MINDA to achieve its vision to be a premier institution in the development of directors with global outlook whilst supporting national agenda with his vast experience. With over 30 years of work experience, En. Zakie has held numerous CEO positions in the financial institution and government sector. His passion for people and leadership development has earned him a leading position with MINDA. Dato’ Aziz will be on the board of MINDA and remains involved with the company. 3rd Party Events 1-2 February 2016 CEO of MINDA Spoke At World Bank’s Event Type: Speaking Engagement Venue: Sao Paolo, Brazil W orkshop on Corporate Governance of State Owned Enterprises was conjointly organised by The World Bank together with Instituto Brasileiro Governanca Corporativa (IBGC), State Secretariat for Economic Affairs (SECO) and the International Finance Corporation (IFC) to discuss on International Trends and developments in corporate governance for SOEs. The two-day workshop has witnessed Dato’ Abdul Aziz Abu Bakar, CEO of MINDA as one of the proud panellist, sharing his thoughts on global trends in state ownership management and share the cases of Chile and Malaysia as well as on how to evaluate board effectiveness; tools and evaluation approaches. boardview 33 3rd Party Events 18 February 2016 CEO of MINDA Spoke At RSOG Seminar on “Growing Our Own Timber” T he importance and relevance of Talent Management, Performance Management System, and relevant Competency Framework should not be understated. Realising this corpus, Razak School of Governance has organised a seminar Growing Our Own Timber with Dato’ Abdul Aziz Abu Bakar, CEO of MINDA, focusing on Leadership and Talent Management. Type: Speaking Engagement Venue: Razak School of Governance (RSOG), Putrajaya Dato’ Aziz professed the idea of nurturing people for an organisation, from within. He believes such an approach potentially brings about many benefits through following processes: • Leadership Framework – The organisation must have an effective talent and leadership management practice. • Performance Management – A robust system incorporates strategic management, performance management and rewards management into one integrated system. • Competency-Based Culture – An organisation needs to have its own core values and map the relevant competency framework such as behavioural competencies and functional competencies with the organisation’s expectations. The seminar received one hundred twenty five (125) participants. MINDA public Programme Calendar 2016 Public Programmes Duration Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov TIER 1 PREMIER PROGRAMMES DF 2-Day MAIDP 3 -Da y D BS TIER 2 PUBLIC PROGRAMMES CDOP CDAP: Finance 3 -Da y 2 -Da y 21-22 15-17 31-2 23-24 25-26 2 -Da y 29-30 CDAP: Cybersecurity 1 -Da y 24 CDAP: Strategy & Risks 2 -Da y 22-Day Day CDAP: Mergers & Acquisitions CDAP: Board Rewards & Recognition/Succession Planning CDAP: Innovation CDAP: Sustainability TIER 3 AWARENESS & NETWORKING PROGRAMMES PowerTalk Series Company Secretary Briefing Raya Open House 1-2 19-20 27-28 17 1-Day 19-20 2 -Da y 1 -Da y 1.5 Hours 1 Hour 6 1 Day 28 Legend MAIDP: MINDA-AICD International Directors Programme DF: Directors Forum D BS: Dynamic Board Stewardship CDAP: Corporate Directors Advanced Programme CDOP: Corporate Directors Onboarding Programme boardview Dec 34 Premier Alumni List BHPD 1/2007 1. Datuk Dr. Syed Muhamad bin Syed Abdul Kadir Bumiputra-Commerce Holdings Berhad 2. Dato' Dr. Mohamad Hashim Ahmad Tajudin Chemical Company of Malaysia Berhad 3. Datuk Bazlan bin Osman Telekom Malaysia Berhad 4. Lau Tiang Hua Malaysia Building Society Berhad 5. Dato' Abdul Rahman Abdul Ghani Malaysian Airline System Berhad 6. Tuan Haji Abdul Jabbar bin Abdul Majid Proton Holdings Berhad 7. Dato' Lim Kheng Guan Telekom Malaysia Berhad 8. Dato' Fuad bin Jaafar Tenaga Nasional Berhad 9. Dato' Anwarrudin Ahamad Osman UEM Builders Berhad 10. Tuan Haji Abdul Kadir Md Kassim UEM World Berhad 11. Andrew Lo Kian Nyan Employees Provident Fund 12. Dr. Roslan A. Ghaffar Malaysian Resources Corporation Berhad 13. Tuan Haji Mohd Yusof Hussian Bumiputra-Commerce Holdings Berhad 14. Tuan Haji Khairuddin Ahmad RHB Bank Berhad 15. Ismael Fariz Ali Khazanah Nasional Berhad 19. Laksamana (B) Tan Sri Dato' Sri Mohd Anwar Hj Mohd Nor Lembaga Tabung Angkatan Tentera 20. Mohd Ali Dewal Lippo Bank Tbk 21. Tan Sri Datuk Dr Aris Othman Malaysia Airport Holdings Berhad 22. Tan Sri Abdul Halim Ali Malaysia Building Society Berhad 23. Tan Sri Azlan Mohd Zainol Malaysia Resources Corporation Berhad 24. Tan Sri Datuk Khatib Abdul Hamid Pantai Holdings Berhad 25. Tan Sri Ahmad Sarji Abdul Hamid Permodalan Nasional Berhad 26. Dato'Mohammed Azlan Hashim Proton Holdings Berhad 27. Tan Sri Dato' Ir Muhammad Radzi Hj Mansor Telekom Malaysia Berhad 28. Tan Sri Leo Moggie Tenaga Nasional Berhad 29. Dato' Ir Abdul Rahim Abu Bakar UEM Builders Berhad 30. Tan Sri Dr Ahmad Tajuddin Ali UEM Group Berhad 31. Raja Tan Sri Arshad Raja Tun Uda Asia Capital Reinsurance Malaysia Sdn Bhd 32. Tan Poh Keat Telekom Research & Development Sdn Bhd BHPD 2/2008 33. Datuk Abdullah Hj Kuntom Malaysia Building Society Berhad 38. Tan Sri Bashir Ahmad bin Abdul Majid Malaysia Airport Holdings Berhad 39. Jamilah Dato' Hashim Khazanah Nasional Berhad 40. Dr. Kamarulzaman Mohamed Zin Khazanah Nasional Berhad 41. Tan Sri Datuk Mohamed Khatib bin Abdul Hamid Pantai Holdings Berhad 42. Datuk Mohamed Zain bin Mohamed Yusof Faber Group Berhad 43. Mohd Nadziruddin Mohd Basri Khazanah Nasional Berhad 44. Dr. Ir. Muhamad Fuad bin Abdullah Island & Peninsular Bhd 45. Dato' Rosli Sharif Faber Group Berhad 46. Dato' Syed Saleh Syed Abdul Rahman Lembaga Tabung Haji 47. Dato' Zainal Azwar bin Zainal Aminuddin TH Plantation Berhad 48. Datuk Zainal Abidin Alias Faber Group Berhad CF 2/2008 49. Dato' Ir. Abdul Rahim Bakar OPUS Group Berhad 50. Abdullah Abdul Hamid Malaysian Directors Academy (MINDA) 51. Dato' Ahmad Pardas Senin Malaysian Directors Academy (MINDA) 52. Dato' Anwar bin Haji @ Aji Faber Group Berhad 16. Tan Sri Samsudin Osman BIMB Holdings Berhad 34. Tuan Haji Ir. Abdullah Yusof Cement Industries of Malaysia 53. Tan Sri Dato' Seri Haidar bin Mohamed Nor CIMB Bank Berhad 17. Tan Sri Dato' Seri Haidar Mohamed Noor CIMB Bank Berhad 35. Abu Bakar Ibrahim Khazanah Nasional Berhad 54. Datuk Mohamed Arif Nun Silterra Malaysia Sdn Bhd 36. 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