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In the beginning
Heaven and Earth were
formed.
Heaven was represented
as a circle, and
earth, as a square.
That was the Chinese
tradition.
And the symbol of a
king was a vertical
line connecting
Heaven, Man, and Earth
1

2
All Rights Reserved. 2014. Dr. Gregg Li

THINKING
DIFFERENTLY!

Perspective
of
a
Governance
Architect

2
Forms

follow

function

Design

Human
Relationship

Project
Management

Technical
Specs


WHAT IS THE
PURPOSE OF
A BUSINESS?

Seeing Differently
3

4
“The purpose of a business is to
find and keep a customer…”
Peter Drucker

5
Therefore, it follows that the purpose of
CG is to ensure that the practices of
finding and keeping customers can be
sustained….

SO, HOW TO BE AN EFFECTIVE DIRECTOR?
AND DOING SO IN A ROOM FILL WITH STRANGE,
UNFAMILIAR, AND INTELLIGENT MEN AND
WOMEN?

It depends….
6

7
!  Fit for Purpose
!  Team Work
!  Roles of Governance vs Roles of
Management
!  Competency
!  Context
NO BOARD
IS EVER PERFECT


AND BEHAVIOR IS
CONTEXTUALLY BASED…

9
!  On Culture
!  On Context and Sophistication
of the Industry
!  On Competitive Response
!  On Competency
!  On Complementary Roles in
Control
!  On the Power of the Chair

DEFINING EFFECTIVENESS – 7C’s
10
Competency
Directors and
Chair
Complementary Roles in
Control
Board and Management
Culture and Context
Maturity and Industry
Competition

PERSPECTIVE OF
CULTURE - ASIAN

•  If
only
John
Chan
can

speak
up
more.

He
has

so
much
to
add.
How
can

he
speak
up
more?

•  Why
is
Jill
Lee
always

late?

•  Why
is
that
he
always

grabs
the
Chairman
on

the
side
and
whispers

into
the
Chairman’s

ears?

•  How
much
do
you
earn?

•  Can
I
have
a
second

helping
please?

•  Dr.
Wong
always
host
a

12-‐course
dinner,
despite

having
so
much
food
left

after
the
meal.

Why?

•  Be
careful
with

generalization!

11

ONE MAN BAND
12

ORGANIZATIONAL CONTEXT AND BEHAVIORS THAT FRAME
GOVERNANCE
BOARD
(Management
Accountability)
GOVERNANCE
Internal Accountability
MANAGEMENT
(Staff
Accountability)
Source: Accion, 1998
13

BABY BOARDS, ASIAN BOARDS, AND UNIVERSITY BOARDS
14
In Asia, the top guy is much more ‘equal’ than
everybody else….

Operation Supervisory Management Governance
Why?
Roles
Work
What? When?
Where? Who?How
to?
WHOSE DECISION IS IT?

TWO-TIER OR SUPERVISORY BOARD STRUCTURE
16

FAMILY BOARDS
17
Family Council

18
Complementary Roles in
Control
-- Board and Management

FUNCTIONS OF A BOARD
19
Strategy

Formulation

Policy
Making

Accountability

Management

Supervision

Future
Past

Outward

looking

Inward

looking

Source:
Robert
Tricker,
2007


FUNCTIONS OF A BOARD IN PRACTICE
Sample Area of Responsibility Sample Board Tasks
Accountability •  Identify competent managers
•  Set clear and measurable goals
•  Monitor performance
•  Confront weaknesses
Strategic Planning and Policy-making •  Provide input in charting strategic
course
•  Provide guidance in setting policy
•  Provide guidance in developing and
mobilizing solutions
Others •  Maintain continuity
•  Renew leadership
•  Self-evaluate
20

So, how to be an effective
director?
21
Competency
-- Directors and
Chair

WHAT ARE COMPETENCIES?
Sets of behaviors
Displayed by those who are effective in their jobs
Distinguishing the effective from the less effective
22


EXAMPLE 1
Engineering Ph.D student
Trying to repair a car
Not yet competent
Knowledge
Skills
Attitude/Motivation
23


SO, HOW TO BE AN
EFFECTIVE DIRECTOR?

24
And doing so in a room
filled with strange,
unfamiliar, and intelligent
men and women?

#1: ALIGN FIT FOR PURPOSE
OF YOUR BUSINESS MODEL
Architecture
25

GOVERNANCE
Internal Accountability
Source: Oracle, 1998
#  The
Roles
of
the
Board

–  DeSines
the
business

–  Approves
strategic

decisions
and
working

policies
–  Allocates
resources

–  Selects
and
motivate

talents

#  The
Roles
of
the

Executive
Directors

–  DeSine
and
communicate
the

strategy

–  Deliver
the
plan

–  Lead
the
employees

–  Align
the
talent

#2 SEPARATE GOVERNANCE FROM MANAGEMENT
26

#3 LEARN TO PLAY DIFFERENT ROLES ON THE TEAM
VERSATILITY IS KEY
27

#4: MATCH COMPETENCY TO CONTEXT
LEARN TO
ADAPT.
28


#5 CONDUCT AN ANNUAL REVIEW
Feedback is the breakfast of champions
30

BRIEF SUMMARY
I.  All Boards can be more effective! Director’s
effectiveness is contextually based.
II. Different governance skill sets at different stage of
growth and maturity.
III. Getting there:
1.  Align Fit for Purpose with Business Model
2.  Separate Governance from Management
3.  Learn to Play Different Roles on Your Team
4.  Match Competency to Context
5.  Conduct an Annual Review
30

P.S.…LEARNING TO LISTEN
聽
31

NOTES
•  All rights reserved. No part of this publication may be reproduced, stored
in a retrieval systems or transmitted in any form for by any means,
electronic, mechanical, photocopying, recording or otherwise without the
expressed permission of the copyright owner. Permission will generally be
granted for free use of the material within this document on condition that
the source is clearly credited.
•  Some of the photographs included in this slide pack are copyright
protected and should only be used in this slide pack. If you with to use
them for any other purposes than discussion of this slide pack you should
seek the permission of the copyright owner.
32

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Behaviorial dynamics in Asian boardrooms

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Behaviorial dynamics in Asian boardrooms