LEADERSHIP & CHANGE · 2019-09-22 · leadership & change the global challenge of leaders s1...

Leadership & Change - JY LE ROUX - MA HEITZ - J RENICH 1

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LEADERSHIP & CHANGE

LEADERSHIP

& CHANGE

THE GLOBAL CHALLENGE

OF LEADERS

S1

COMPETITIVE

LEADERS STRATEGIES

S2

BECOMING A LEADER

S3

CHANGE MANAGEMENT

S4 – S5

GOVERNANCE

S6

DIGITAL LEADER S7 – S8

Leadership & Change - JY LE ROUX - MA HEITZ - J RENICH2

Leadership & Change - JY LE ROUX - MA HEITZ - J RENICH

Evaluation

Modalité Type Poids

Evaluation de groupe

Group evaluation

Productions du groupe

Group production

50%

Evaluation individuelle

Individual evaluation

Cas sur table

Final case

50%

3

SESSIONS DATES GROUPE FRANCO & ANGLO

13.09.19 14.09.19 17.09.19 20.09.19 23.09.19 24.09.19 25.03.19

S2Stratégies des leaders performants

Performing leaders strategiesJR JYLR

S3Devenir leader

Becoming a leaderJR JYLR

S4Conduire le changement

Change managementMAH JYLR

S1Le challengeDes leaders globaux

Global leaders challengeJYLR MAH

S5Conduire le changementChange managementMAH JYLR

S6GouvernanceGovernanceMAH JYLR

S7Leadership des start-upsDigital start-up leadershipJR JYLR

S7Leadership des start-upsDigital start-up leadershipJR JYLR



What are the main leadership stakes ?

How become an authentic leader ?


Analyze one’s personalleadership competences

Apprehend the main leadership problematics in

firms

Develop competitive authenticleadership strategies

Apprehend the change management problematics

Elaborate and lead change management strategies

COMPETENCES


BIBLIOGRAPHY• Leadership and self-deception – The Arbinger Institute - Berrett-Koehler 2013• Leadership – the power of emotional intelligence – Daniel GOLEMAN – 2011• Positive psychology in practice – Martin E. SELIGMAN – Ed; Alex FINDLEY & Stephen

JOSEPH – 2004• Oxford Handbook of positive psychology at work – Ed. Alex LINLEY, Susan HARRINGTON,

2010• Psychologie positive et bien –être au travail – Jean COTTRAUX - Ed Elsevier MASSON –

2012• The open innovation revolution – Stefan LINDEGAARD – Ed Wiley – 2010

• Tribal Leadership : leveraging natural groups to build a thriving organization – Logan ,King, Halee Fischer-Wrigth – Ed HARPER BUSINESS 2011

• 24 leçons de leadership – Jack WELCH – Maxima - 2008• Traité de psychologie Positive – Charles Martin Krumm, Sylvie TARTINIO – Ed de Boeck –

2011• Des outils pour l’avenir – Robert DILTS – Ed La Meridienne – 1995• Le principe de responsabilité – Hans JONAS – Ed du Cercle – 1993• La responsabilité, la condition de notre humanité – Monette VAQUIN – Ed Autrement -

1994• Comment prendre le pouvoir – Sérénité et efficacité Bernard Le Blanc Halmos – Ed Albin

MICHEL• Group Dynamics – 5th edition – Donaldson R. FORSYTH – Ed. Wadfworth


http://www.leadership501.com/leadership-styles/424/

http://www.mindtools.com/pages/main/newMN_TMC.htm

http://managementstudyguide.com/leadership-articles.htm

WEBOGRAPHY

http://www.leadership501.com/leadership-styles/424/

http://www.mindtools.com/pages/main/newMN_TMC.htm

http://managementstudyguide.com/leadership-articles.htm

Step 5



GOVERNANCE

Step 5



Governance problematicsModels of corporate governanceCompanies governance frameGovernance stakeholdersMain missions of governanceGovernance toolsFamily business governance

Governance

EBOOKS

GOVERNANCEScholarvox bookshelf

http://www.scholarvox.com/bookshelf/folder/223362



https://ldr29bbs.files.wordpress.com/2019/09/corporate-governance-_-risk-management-and-corporate-governance-pdfdrive.com-.pdf

http://www.scholarvox.com/catalog/book/docid/88803162?searchterm=governance



Risk management governance


OECD (2014), Risk Management and Corporate Governance, Corporate Governance, OECD Publishing.http://dx.doi.org/10.1787/9789264208636-en

http://dx.doi.org/10.1787/9789264208636-en

Governance problematics


https://www.youtube.com/watch?v=0sD0WrnXw-I


https://www.youtube.com/watch?v=ppz3wY5L3uE

WHAT IS CORPORATE GOVERNANCE?

• The purpose of corporate governance is to facilitate effective, entrepreneurial and prudent management that can deliver the long-term success of the company.

• Corporate governance is the system by which companies are directed and controlled. Boards of directors are responsible for the governance of their companies. The shareholders’ role in governance is to appoint the directors and the auditors and to satisfy themselves that an appropriate governance structure is in place.

• The responsibilities of the board include setting the company’s strategic aims, providing the leadership to put them into effect, supervising the management of the business and reporting to shareholders on their stewardship.

• Corporate governance is therefore about what the board of a company does and how it sets the values of the company, and it is to be distinguished from the day to day operational management of the company by full-time executives.


GOVERNANCE PROBLEMATICS


Several reforms appeared in the last twenty years, after a few « scandals » in business life.

Some questions ask for clear answers :

Board organization

Moderation and transparency about leaders compensations.

Quality and honesty of the financial communication

Create value for shareholders, …

Without appropriate mecanisms, leaders would run the firm according to their own interest, which can be far different from those of shareholders.

10 GOOD REASONS FOR IMPLEMENTING GOVERNANCE


Break the loneliness of the leader by helping

him putting things into perspective.

Play a challenger consultant role for the

leader.

Reassure financing partners.

Bring some new experience and

diversity.

Structure the strategic analysis approach.

Contribute to a real risk management approach.

Make the company benefit from a network.

Discuss subjects rarely dealt with, such as

succession ou transmission.

Limit the deviance risk and facilitate crisis

management.

Facilitate the creation of long term value.

GOVERNANCE CREATING VALUE


FIRST SETTLED TO CURE DEVIANT BEHAVIORS, GOVERNANCE’S RÔLE WAS MAINLY FOCUSED ON PREVENTION : LIMIT THE

RISKS, BALANCE THE POWER BETWEEN STAKEHOLDERS AND MANAGEMENT, CONTROL THE RATIONALE OF THE STRATEGIC

OPTIONS. GOVERNANCE WAS LAWLY IMPOSED ONLY IN MAJOR COMPANIES.

PROGRESSIVELY, MEDIUM-SIZED COMPANIES, FAMILY BUSINESSES, ASSOCIATIONS REALIZE THAT GOVERNANCE CAN

CREATE VALUE : IT’S THE MOVE FROM A CONSTRAINED GOVERNANCE TO A CHOSEN GOVERNANCE.

Models of Corporate Governance

the Anglo-American governance model

27


• The first is the Anglo-American governance model based in advanced economies with common law jurisdictions.

• The model is applied in different variations in countries such as the UK, USA, Canada, Australia and New Zealand.

• It emphasises the maximisation of shareholder wealth as a corporate objective, relying on the principle of the divorce of ownership and control.

• The Anglo-American corporate governance model is based on a one-tier board of directors.

• The exercise of shareholder rights and other internal governance structures provides checks and balances on management decision-making.

• The model also relies on codes and regulations that have been formulated by independent regulatory bodies.

• A series of statutes may have also been enacted in parallel as further safeguards. Financial markets and CRAs may also play a role as external structures that monitor management decision-making by reviewing corporate performance.

the German-Japanese & French model

28


• An alternative model operates in many countries with a civil law heritage including Germany, Japan and France.

• The core German-Japanese model focuses on the prioritisation of stakeholders’ long-term interests rather than short term, potentially high-risk decisions that might bring a higher immediate return for shareholders.

• In such settings corporate governance may also include the interests of a broader range of stakeholders such as employees, suppliers, customers and wider society. Such interests may frequently conflict.

• The German model prescribes mandatory two-tier boards consisting• of a management board and a supervisory board. • In Japan the unitary board system is used.

• In France companies can choose between unitary and dual boards. Banks are encouraged to have representatives on the management board, sharing confidential information and having the right to vote, as a result potentially increasing their sense of ownership and responsibility for the financial sustainability of the company.

Companies governance frame


https://www.youtube.com/watch?v=bEKumcUERtE


https://www.youtube.com/watch?v=ZARpRhudx4g


https://www.youtube.com/watch?v=wtMORWO5h9Y


https://www.clpgroup.com/en/about-clp/corporate-governance


https://www.clpgroup.com/en/about-clp/corporate-governance/corporate-governance-at-clp/policies-guidelines

OBJECTIVES OF CORPORATE

GOVERNANCE


Governance stakeholders

THE THREE GOVERNANCE POWER – P-Y GOMEZ


SOVEREIGN POWER, HOLD BY SHAREHOLDERS, TO ASSUME THE COMPANY CONTINUITY.

EXECUTIVE POWER, HOLD BY LEADERS, TO ENACT OPERATIONAL DECISIONS.

MONITORING POWER, HOLD BY THE BOARD DIRECTORS, TO CHECK THE COMPATIBILITY OF

EXECUTIVE POWER DECISIONS WITH THE GENERAL INTEREST OF THE COMPANY.

THE FIVE SPHERES OF GOVERNANCE


GOVERNANCE

SHAREHOLDERS

BOARD DIRECTORS

SENIOR STAFFEMPLOYEES

EXTERNAL

THE FOUR KEY POINTS OF A GOVERNANCE SYSTEM


TEXTS ACTORS

• Internal :statuses, internal rules, charts …

• External : laws, codes, soft law,

• Internal : sharholders,senior staff, board directors…

• External : State , market, auditor, bank…

GOVERNANCE BODIES RELATIONS

• General meeting, Executive Board, commitees, management board, regulatory bodies…

• Behaviours, internal procedures, mode of operation, company values and culture …

Main missions of governance

GOVERNANCE PRIORITY MISSIONS


STRATEGY ACCOUNTS TOP MANAGEMENT

RISKS

GOVERNANCE AND STRATEGY

• The Board of Directors will define a good strategy with the top managers, and they will control its implementation

• The Board will ask the senior staff in order to appreciate the consequences of the different strategical options.

• At the end of this dialog, thestrategy will be definitelyelaborated definitely.


SENIOR STAFF MANAGEMENT AND CONTROL


The Board assume three fundamentals missions on the top executives :

appointment evaluation compensation.


RISKS IMPLEMENTATION STRATEGY

The roles & responsibilities of CEO

52


The CEO and the board must be able to identify the typesof key decisions that are a true must for this company, and then above all follow up on these. To zoom in on these key questions, the CEO should perhaps attempt to structure his/her decision making relative to the boardby focusing above all on these three general areas:

• Setting goals, objectives and strategic plans,• Setting budgets, and• Post-facto approving the key actions and the accounts.

The CEO should initiate these, but the board must be involved in shaping the key decisions here. It should be an iterative process.

CEO’s power versus the board’s

powerSource: Pearce

and Zahra, 1991.


Financial Stability Board:Sound risk governance practices


a) avoids conflicts of interest arising from the concentration of power at the board (e.g., by

having separate persons as board chairman and CEO or having a lead independent director where

the board chairman and CEO are the same person);

b) comprises members who collectively bring a balance of expertise (e.g., risk management and

financial industry expertise), skills, experience and perspectives;

c) comprises largely independent directors and there is a clear definition of independence that

distinguishes between independent directors and non-executive directors;

d) sets out clear terms of references for itself and its sub-committees (including tenure limits for

committee members and the chairs), and establishes a regular and transparent

communication mechanism to ensure continuous and robust dialogue and information sharing between the board and its sub-committees;

e) conducts periodic reviews of performance of the board and its sub-committees (by the board

nomination or governance committee, the board themselves, or an external party); this includes

reviewing, at a minimum annually, the qualifications of directors and their collective skills (including financial and risk expertise), their time commitment and capacity to review information and understand the firm’s business model, and

the specialised training required to identify desired skills for the board or for director

recruitment or renewal;

f) sets the tone from the top, and seeks to effectively inculcate an appropriate risk culture

throughout the firm;

g) is responsible for overseeing management’s effective implementation of a firm-wide risk

management framework and policies within the firm;

h) approves the risk appetite framework and ensures it is directly linked to the business

strategy, capital plan, financial plan and compensation;

i) has access to any information requested and receives information from its committees at least

quarterly;

j) meets with national authorities, at least quarterly, either individually or as a group.1. The board


Annex AP. 89

https://ldr29bbs.files.wordpress.com/2019/09/corporate-governance-_-risk-management-and-corporate-governance-pdfdrive.com-.pdf

Formalization of governance Governance tools


GOVERNANCE REVIEW

Governance review

60


What is a governance review?

Any governance review will be unique to the organisation and will depend on factors such as the organisation’s ownership, legal structure, regulatory environment, culture and the outcomes sought in undertaking a review.

For example, areas of focus in a governance review may include:

• Determining if the governance system adds value or is a burden to the organization;• Addressing a specific issue of concern with the current governance structure such as the number or type of board committees;• Alignment of the governance system with an existing or new strategic direction;• Adoption of leading practice governance in terms of policies and procedures (documentation review);• Compliance with national and international codes and standards.However, since the underpinnings of a governance framework are common to most organisations, we use our well-known Corporate Governance Practice Framework shown below to guide our approach.


Since the board is ultimately responsible for all the actions and decisions of an organisation, it

will need to have in place. specific charters, policies and similar governance

documentation to guide organisationalbehavior

The documents your board may need to review or develop include:

BOARD CHARTER

– a policy document that clearly defines the roles, responsibilities, authorities and

processes of the board and senior management

RISK MANAGEMENT POLICY AND FRAMEWORK

– principles of good governance require the board to establish a comprehensive system of risk management, risk oversight, compliance,

and internal control for the organisation

BOARD AGENDA

– an agenda that works for the board

BOARD INDUCTION POLICY AND PROGRAM

– board induction is essential to ensuring that new directors become productive contributors

to the board as quickly as possible

BOARD PAPER POLICY AND PROCEDURE

– a policy designed to guide management in writing board papers that deliver what the

board needs to know

COMMITTEE CHARTER

s – a policy document that clearly defines the scope of each committee so that it can work

for the board

COMMUNICATIONS STRATEGY

– communicate effectively with stakeholders

WHISTLEBLOWING POLICY

– a practical policy designed to meet compliance and/or regulatory requirements

Governance documentation review

Family business governance

https://ldr29bbs.files.wordpress.com/2019/09/family-enterprise_-understanding-families-in-business-and-families-of-wealth-pdfdrive.com-.pdf

TRIGGER FACTORS FOR FAMILY BUSINESS GOVERNANCE


Next investor external

Bridging two generations

Request from a family member for professionalization

Major unforeseen incident.

Family business : Types of owners and governance

• Here are five different types of owners found in family businesses.

• Operating owners work in the business and are responsible for leading management.

• Governing owners are employed to lead governance and monitor operations

• Active owners are family members not employed by the business, but who add business value by remaining knowledgeable, engaged and committed.

• Investing owners are family members who focus on the financial performance of the company, and may buy, hold or sell their stock.

• Passive owners are family members who pay little attention to the company or the return on their investment.


Family businessGovernance

evolution

65


• Most family businesses evolve governance roles less dramatically and over a longer period of time. Family successions gradually lead to a broadening spectrum of ownership types. Governance roles evolve in relation to this general shift toward decreasing concentrations of ownership. Many family businesses continue to have both operating and governing owners, often working as a team and also incorporating non-family professionals.

• This leadership group tends to represent an increasingly smaller ownership interest over time. As the family business matures, choosing individuals to fulfil these leadership roles becomes one of the most important and difficult functions of the governance system. Equally important is creating engagement and commitment with the ever-expanding ownership group. As ownership interests are broadened and diluted, maintaining a coherent ownership culture that remains an asset to the business becomes increasingly important and challenging.

• In mature family business systems, controlling ownership is often widely scattered across a large family. With each generational succession, individual shareholders have less intimacy with the business and tend to become more like investors in the stock market. When this happens, governance can increasingly evolve toward the fiduciary public ownership model.

• In order to retain their unique governance agency, family businesses as this stage must develop family governance that can create a controlling pool of active owners. Family shareholders will naturally become investors or passive owners if they are not engaged in meaningful governance. The development of family governance that is effectively linked to business governance can help transform large, dispersed ownership groups into coherent, active ownership groups. Families that succeed in this effort build in the cultural foundation that enables ongoing governance agency within ownership.

Family business :

good governance

practices



Family businesses typically adopt more enhanced governance as they grow and become more complex. Governance helps to effectively and efficiently oversee and manage the family business while keeping an eye on strategic growth.Taking steps to create a family business board can make a big impact on the quality of oversight and planning for the future• What is good governance and what does it look

like?• How should the board’s role and responsibilities

evolve?• What do boards need to know now?• What should the board focus on in the future?• What levers does the board need to push or pull

to be in line with its peers?The family business will structure the board, define roles and responsibilities and establish board policies and procedures.

They will recruit a mix of independent directors and provide the necessary training to ensure all board members can meet their responsibilities.

Board governance


https://ldr29bbs.files.wordpress.com/2019/09/family_business_governance_handbook.pdf


https://ldr29bbs.files.wordpress.com/2019/09/wef_fpc_familyenterprisegovernance_report_1.pdf

The Family Governance

System


How Perceptions of Fairness Impact Family Dynamics


WORK IN GROUPS


https://www.pwc.com/gx/en/family-business-services/assets/pwc-global-family-business-survey-2018.pdf

https://www2.deloitte.com/content/dam/insights/us/articles/r7-12011_long-term-goals-meet-short-term-drive-family-business-survey2019/DI_Long-term-goals-meet-short-term-drive.pdf


http://www.multinationalfamilybusiness.com/wp-content/uploads/2015/11/TheTop250MultinationalFamilyFirms.pdf


Family business

governance

81

Analysis of a Family business governance

1. Choose a big family business such as Mulliezfamily with the Auchan group.

2. Describe the main steps of development of this business from the beginning.

3. Describe the governance organization of this family business today.

4. What are the roles of the different members of the family ?

5. How does this family manage the risk of conflicts in the business governance ?

6. What are the main success points of this family business ?

7. How this business kept as a family business through the years ?

• The group will answer on a PPT and post it on the Drive of the course.

CASE

CH.8P.

136


https://ldr29bbs.files.wordpress.com/2019/09/family_business_governance_handbook.pdf

LEADERSHIP & CHANGE · 2019-09-22 · leadership & change the global challenge of leaders s1...

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