Board Development and Management

Climate Risks Are Financial Risks An alarming USD 1.14 trillion in corporate value, linked to the world's largest stock markets is exposed to severe socio-economic impacts from #climatechange by 2050. Data from the Climate Hazard and Vulnerability Index (CHVI) highlights a critical blind spot for many businesses: 📌 48 countries will be highly vulnerable to socio-economic climate impacts by mid-century, double today’s figure. 📌 Major emerging markets are expected to face significant climate-related disruptions. 📌 India alone accounts for over USD 1 trillion of the at-risk corporate assets, dramatically impacting global markets and supply chains. 🚨Companies must place dedicated climate leadership at the highest level to proactively identify risks, anticipate market disruptions, and strategically invest in long-term resilience. 🚨 Businesses should move beyond physical hazards to systematically report and manage socio-economic climate vulnerabilities. Transparent, detailed disclosures help stakeholders understand risks and encourage informed investments. 🚨 Corporates must prioritize investment in resilient infrastructure, diversified supply chains, and sustainable practices, particularly in vulnerable regions. This strategic foresight protects operational continuity and market valuation. The globalized nature of corporate operations means that climate vulnerability anywhere becomes a financial risk everywhere. 🌱 Is your company equipped with climate leadership at board level? Read more here 👇 https://lnkd.in/eFnsnjyY #ClimateRisk #ClimateLeadership #SustainableGovernance #ESG #BoardGovernance #InvestmentStrategy #Resilience #ClimateAction

8 Board-Level Actions to Embed Sustainability 🌍 Sustainability is increasingly recognized as a core driver of long-term business performance. However, its integration remains uneven, especially at the governance level. While many companies have advanced operational initiatives, few have established the board structures, oversight mechanisms, and decision-making processes required to embed sustainability into corporate governance. As expectations from regulators, investors, and other stakeholders evolve, boards must become catalysts for strategic alignment, risk management, and capital allocation that reflect environmental and social priorities. A common starting point is the creation of a dedicated committee within the board focused on sustainability. This structure provides continuity in oversight, supports alignment across business units, and ensures that environmental and social considerations are consistently reviewed at the highest level. Approving sustainability targets at the board level strengthens long-term commitment and reinforces accountability. Targets should be aligned with science, supported by credible data, and accompanied by clear milestones to guide performance tracking. Aligning executive compensation with sustainability outcomes helps translate commitments into operational action. Incentive structures that reward measurable progress on environmental and social issues increase internal alignment and focus. Boards should ensure that sustainability risks are integrated into the enterprise risk management system. This includes identifying physical and transition risks and evaluating the company’s resilience through forward-looking scenario analysis. Capital review processes should require that new investments include environmental and social impact metrics alongside financial projections. This supports more informed decision-making and strengthens the link between capital allocation and sustainability objectives. Disclosure oversight must be treated with the same level of rigor as financial reporting. Ensuring the accuracy and completeness of ESG data, supported by third-party assurance where appropriate, increases transparency and trust. Board capability on sustainability requires continuous development. This includes targeted training for directors and the inclusion of individuals with deep expertise in climate, human rights, biodiversity, or other material topics depending on the company’s context. Embedding sustainability in governance is not an add-on. It is an essential shift that enables boards to make informed and responsible decisions in a rapidly changing world. The companies that align governance with sustainability will be better positioned to manage risk, capture opportunity, and build long-term value. #sustainability #sustainable #business #governance #esg

The recent regulatory guidelines, viz RBI Master Directions of Nov 2023 and SEBI Cybersecurity and Cyber Resilience Framework (CSCRF) of Aug 2024 lay added importance to cyber resilience, business continuity and disaster recovery, incident response and recovery from cyber incidents. Boards are being increasingly attentive and seeking deeper insights on the organizations' preparedness to respond to and recover from cyber incidents. Being part of the Boards of regulated entities, I saw this quarter's IT Strategy and Technology Committee meetings, as well as the Board meetings delve deep and enquiring with the security and technology leadership and sometimes, directly from the MD/CEO, on : 1. Cyber incidents reported, their impact and root-cause assessments. Note : for the organizations, these were mostly hits or false positives. 2. Resilience scores, with Q-o-Q and Y-o-Y comparatives 3. Business Continuity Drills and results 4. Disaster Recovery exercises and results 5. Health check report on the primary as well as the recovery sites, including cloud DR assessments 6. Cyber / technology risk assessments 7. Compliance and reporting (technology) 8. Ongoing governance and improvement around the Cyber Crisis Management Plan (or similar plan, by whatever nomenclature it's defined) 9. Adequacy of technology & security resourcing and training 10. Data protection, with special emphasis on vendor / third party access to critical data & resources and controls around the same The above were some of the top discussion points, but not the only ones. As Boards are made more and more involved and responsible over governance of the organizations' cyber security, resilience, technology governance and risk assurance, Board members will engage more regularly on discussions about cyber risks, inquire of the management their capacity-capability-readiness to respond to and recover effectively from cyber incidents. And above all, the Board would like to ensure compliance to all the relevant regulatory provisions, including on technology and #cybersecurity. To all Technology and Security leaders - the message is very clear, the regulators and the Boards would like to see much more than mere tick mark exercise, specially if you're a regulated entity. - read through each clause in the directions & circulars from regulators - assess thoroughly your current status, including process, operations, technology architecture, procedures, documentation et all - perform risk assessment - technology and operations, over each part of your business - conduct data flow analysis, ascertain your data protection strategy - analyze your third party / vendor connections at all business touchpoints Once you analyze your current state, compare with the requirements given by regulatory directions. Then, step-by-step, put in the measures, updates, upgrades. These are critical steps and require expert acumen - take help from external experts, as required. #technologygovernance

When a company’s market momentum comes under pressure, the first instinct is often to change the CEO. But the Board also needs to ask a parallel question: Do we have the right mix of skills for the company’s next chapter? Lululemon, a great brand, is a recent example. The stock has been under pressure over the last 12 months. The company has appointed new directors with senior executive experience at Levi Strauss, Unilever and P&G, and named former Nike executive Heidi O'Neill as its next CEO, effective September 8, 2026. This raises a powerful Board question: 𝗪𝗵𝗲𝗻 𝗮 𝗰𝗼𝗺𝗽𝗮𝗻𝘆 𝗻𝗲𝗲𝗱𝘀 𝘁𝗿𝗮𝗻𝘀𝗳𝗼𝗿𝗺𝗮𝘁𝗶𝗼𝗻, 𝘀𝗵𝗼𝘂𝗹𝗱 𝘁𝗵𝗲 𝗕𝗼𝗮𝗿𝗱 𝗿𝗲𝗳𝗿𝗲𝘀𝗵 𝗵𝗮𝗽𝗽𝗲𝗻 𝗯𝗲𝗳𝗼𝗿𝗲, 𝗱𝘂𝗿𝗶𝗻𝗴 𝗼𝗿 𝗮𝗳𝘁𝗲𝗿 𝘁𝗵𝗲 𝗖𝗘𝗢 𝗿𝗲𝘀𝗲𝘁? Here are 𝗳𝗼𝘂𝗿 𝗽𝗿𝗮𝗰𝘁𝗶𝗰𝗮𝗹 𝗮𝗰𝘁𝗶𝗼𝗻𝘀 𝗕𝗼𝗮𝗿𝗱𝘀 𝗰𝗮𝗻 𝘁𝗮𝗸𝗲: ✅ 𝗧𝗲𝘀𝘁 𝗶𝗳 𝘁𝗵𝗲 𝗰𝗵𝗮𝗹𝗹𝗲𝗻𝗴𝗲 𝗶𝘀 𝗹𝗲𝗮𝗱𝗲𝗿𝘀𝗵𝗶𝗽 𝗼𝗿 𝘀𝘁𝗿𝗮𝘁𝗲𝗴𝘆   • Is the company facing execution pressure or a changing market position?   • Has the customer, category or competitive landscape changed?   • Example: Lululemon is managing a CEO transition while adding senior consumer-brand experience to its Board ✅ 𝗥𝗲𝗳𝗿𝗲𝘀𝗵 𝗕𝗼𝗮𝗿𝗱 𝘀𝗸𝗶𝗹𝗹𝘀 𝗯𝗲𝗳𝗼𝗿𝗲 𝗽𝗿𝗲𝘀𝘀𝘂𝗿𝗲 𝗯𝘂𝗶𝗹𝗱𝘀   • Map director capabilities against the future strategy   • Add expertise in brand, AI, customer data, digital transformation and capital allocation   • Example: Starbucks recently elected new directors to support customer experience and digital tools ✅ 𝗔𝗹𝗶𝗴𝗻 𝗖𝗘𝗢 𝘀𝘂𝗰𝗰𝗲𝘀𝘀𝗶𝗼𝗻 𝘄𝗶𝘁𝗵 𝘁𝗵𝗲 𝗳𝘂𝘁𝘂𝗿𝗲 𝗯𝘂𝘀𝗶𝗻𝗲𝘀𝘀 𝗺𝗼𝗱𝗲𝗹   • Do not hire only for yesterday’s success formula   • Define the next CEO profile around the company’s future challenges   • Example: Capgemini appointed a director with strong AI experience to deepen Board-level expertise in AI, technology and business transformation ✅ 𝗨𝗽𝗴𝗿𝗮𝗱𝗲 𝗴𝗼𝘃𝗲𝗿𝗻𝗮𝗻𝗰𝗲 𝘀𝘁𝗿𝘂𝗰𝘁𝘂𝗿𝗲 𝗮𝗻𝗱 𝗰𝗮𝗽𝗮𝗯𝗶𝗹𝗶𝘁𝗶𝗲𝘀   • Create committees or deep-dive forums for critical new risks   • Set clear ownership for AI, technology, customer data and transformation oversight   • Example: Groupon appointed an AI entrepreneur and created a Board-level AI Committee to oversee AI strategy The strongest Boards don't choose between refreshing themselves and resetting the CEO. They sequence both, around where the business is going next. 💡 𝗪𝗵𝗮𝘁 𝘀𝗸𝗶𝗹𝗹𝘀 𝗱𝗼𝗲𝘀 𝘆𝗼𝘂𝗿 𝗕𝗼𝗮𝗿𝗱 𝗻𝗲𝗲𝗱 𝘁𝗼 𝗯𝗲𝘁𝘁𝗲𝗿 𝗴𝘂𝗶𝗱𝗲 𝘁𝗵𝗲 𝗻𝗲𝘅𝘁 𝗰𝗵𝗮𝗽𝘁𝗲𝗿 𝗼𝗳 𝘆𝗼𝘂𝗿 𝗯𝘂𝘀𝗶𝗻𝗲𝘀𝘀? #BoardDirectors #CorporateGovernance #BoardRefresh #CEOSuccession #BusinessTransformation

The European Commission's 2026 study on the climate transition and public finances arrives at a conclusion that should reframe board-level thinking on sustainability risk: a net-zero trajectory is fiscally sustainable, but the path there will fundamentally restructure how governments raise and spend money. The analysis, conducted using two independent macroeconomic models across all EU member states, finds that revenues lost from declining fossil fuel taxation are more than offset by new income streams, including ETS1, ETS2, the Carbon Border Adjustment Mechanism (CBAM), and the removal of fossil fuel subsidies. The fiscal arithmetic can work. What differs is the distribution of the adjustment. Several findings demand the attention of sustainability leaders, CFOs and board audit committees. The International Monetary Fund estimates climate-related public spending could increase sovereign debt by 10 to 15% of GDP by 2050. Delayed carbon pricing adds a further 0.8 to 2% of GDP annually. For businesses operating across EU jurisdictions, sovereign fiscal stress is not an abstract risk. It translates directly into tax policy volatility, subsidy withdrawal and regulatory uncertainty. Carbon pricing alone could generate revenue equivalent to 0.9% of GDP by 2050, but tax base erosion reduces the net figure available for balancing to just 0.4% without complementary measures. Corporates relying on current tax structures to model long-range cost bases are working with assumptions that will not hold. Member states are not starting from the same position. Poland and Romania remain heavily dependent on EU financing to fund their transition, whilst Denmark and Spain are mobilising domestic public and private capital at scale. Supply chain exposure to high-dependency member states carries regulatory and operational risk that boards should be stress-testing today. The broader message is clear: the transition does not threaten fiscal stability, but it will demand active management of the revenue and expenditure shifts it triggers. Companies that treat this as background noise rather than a strategic input are accepting avoidable risk. Understanding the intersection of climate policy and financial materiality is now a core board competency. Platforms such as Plan A (plana.earth) are built to translate this regulatory and fiscal complexity into the decision-ready data that leadership needs.

Geraldine Matchett—board member of Swiss Re, ABB and Nestlé; Chair of the Steering Committee of the Greenhouse Gas Protocol; and Foundation Board member of IMD Business School—shared her insights on sustainability at our High Performance Boards session. In 2024, insured natural catastrophe losses totaled $135 billion—marking the fifth consecutive year above $100 billion. Yet in some economies, as little as 20% of total losses are insured, leaving up to 80% uninsured. Overall less than a third of global climate related losses are insured, and with total weather related costs estimated at $370 billion in 2024 —this highlights the significant and growing protection gap. Geraldine emphasized that climate change, regulatory compliance, and risk management must be regular items on every board agenda—and outlined three levels of sustainability related engagement, depending on a company’s activity and geographical footprint: 1. Compliance & Risk • Understand physical and adaptation risks tied to climate change. • Anticipate disclosure requirements (CSRD, CSDDD, climate transition plans, Scope 1-3). • Monitor changing regulations (Carbon boarder adjustment mechanism – CBAM), ESG litigation, and director liability risks. 2. Business Resilience • Assess climate impacts on supply chains, pricing, cost of debt, counterparty risks, economic growth. • Model own operational vulnerabilities (e.g., water-based industrial cooling, flood exposure, extreme heat). • Evaluate continued insurability of asset, business interruption risks, and associated costs. 3. Opportunities • Consider sustainability as a driver of innovation and strategic differentiation. • Invest in low-carbon technologies and future-fit business models. • Adapt to global shifts and evolving consumer demands.   Boards cannot have a blind spot when it comes to sustainability. It’s about resilience, long-term performance and accountability.   #IMDImpact #HighPerformanceBoards #Sustainability #ClimateChange #RiskManagement 

Too many people say yes to board seats for the wrong reasons. The title, the prestige or the networking may sound appealing, but none of it matters if you can’t contribute meaningfully or if the board simply isn’t the right fit. The most fulfilling board roles I’ve taken on had one thing in common: alignment with the mission, the people, and the purpose. Before saying yes to any board, I ask myself five key questions. Together, they form my personal checklist for board–member fit: 🔹 Purpose alignment: Do I believe in what this organization stands for? 🔹 Strategic role fit: Do I bring distinct, needed value? 🔹 Time and terms: Can I truly commit the time and energy required? 🔹 Culture and chemistry: Can I thrive in, and contribute to, this board’s dynamic? 🔹 Risk and governance: Do I understand the legal, financial, and reputational risks — and are they being managed responsibly? If the answer isn’t a strong yes to all five, it’s a no. A board seat isn’t just a career milestone. It’s a fiduciary, strategic and operational responsibility. When fit is off, the cost isn’t just time. It’s effectiveness, trust and in some cases, reputational risk. For boards to be effective, alignment has to be intentional. It’s worth the due diligence for everyone involved. Tagging organizations doing important work to build strong, diverse and effective boards: 👉 WomenExecs on Boards 👉 The DCRO Institute 👉 Aurora50 👉 Hawkamah Institute for Governance – The Institute for Corporate Governance 👉 Impact Boards EM #BoardGovernance #Leadership #BoardEffectiveness #PurposeDrivenLeadership #GovernanceMatters #WomenOnBoards #DiversityInLeadership #ImpactLeadership

Joining a board is often seen as a badge of honour. In reality, it is a liability magnet. The risk isn't theory. 🔴 BHS: Directors faced £133m in claims. 🔴 Carillion: Years of regulatory pursuit. 🔴 You: Companies Act duties are personal. Your house and savings are on the line. I am delighted that my original post on this topic has been turned into a briefing for Practical Law Magazine (Jan/Feb edition). Here are 10 checks that every smart director should make before joining: 1️⃣ Understand your duties Companies Act duties are personal and non-delegable: care, skill, solvency, conflicts. Advice helps - but judgment stays with you. 2️⃣ Be financially literate Directors must read and question financials. Courts apply an objective/subjective test: a finance director will be judged to a higher bar than, say, a CMO (Dorchester Finance v Stebbing). 3️⃣ Test governance and information flow Are board packs timely and complete? Are conflicts disclosed and minuted? Do the articles and shareholder agreements support oversight? Late or inadequate packs are a red flag. 4️⃣ Check disputes and compliance Ask about litigation, regulator inquiries, and whistleblowers. Verify compliance with FCA, CQC, Ofsted, HSE, ICO. Past issues often repeat. 5️⃣ Assess people and board dynamics Liability is joint and several. Who are your co-directors? Any unexplained departures? A dysfunctional board magnifies exposure. 6️⃣ Health & Safety, environmental, ESG HSE prosecutions are the most common director claims in the UK. Individuals can face criminal charges and even prison. Fines can hit millions. 7️⃣ Scrutinise indemnities and D&O Do indemnities advance defence costs and survive resignation? Read the D&O yourself and have a broker walk you through it: limits, Side A cover, inquiry-stage protection, exclusions. Secure 6 years’ prepaid run-off. 8️⃣ Check wider insurance Beyond D&O: PI, cyber, product liability, public liability, business interruption. Limits must fit the risk profile. 9️⃣ Probe tax, employment, pensions issues HMRC can issue Personal Liability Notices for PAYE/VAT arrears. Tribunal and whistleblowing claims can name directors personally. Pension deficits trigger enforcement. IR35/TUPE errors are costly. 🔟 Consider the international dimension If it’s a non-UK company, your duties follow local law. Germany (late insolvency filings), Australia (insolvent trading), and the US (derivative suits) all raise the stakes. 🚩 Red Flags - Late/incomplete board packs - Reluctance to share accounts or regulator correspondence - Unexplained resignations - Aggressive accounting or auditor churn - Thin insurance or requests for personal guarantees - Signs of trading while insolvent 👥 Executives vs NEDs Duties are identical in law. Executives carry more operational exposure, but NEDs are not “light touch” - courts expect active challenge. ▶️ Links to original LinkedIn post and the PLC Magazine article in the comments. 👉 What else would you ask?

To UAE private sector companies preparing to pull the "lack of qualified female board candidates" card, consider this your friendly reminder: that myth has already been thoroughly debunked. Women currently hold only 5% of leadership roles globally in the private sector. This is a critical gap that demands immediate action, and the UAE is once again setting a powerful example. In 2021, the UAE introduced a law mandating female representation on the boards of publicly listed companies. The results have been nothing short of impressive. Female board representation has jumped from a mere 3.5% in 2020 to over 8.9% by 2023, according to the Securities and Commodities Authority (SCA) . The message is clear: intentional policies drive real, measurable change. There is no shortage of talented women. The UAE is home to an extensive pipeline of female leaders, and initiatives like Aurora50 are accelerating this momentum. Women are not only ready—they are thriving in board roles, bringing valuable expertise and perspectives. The business case for gender diversity is clear. Companies with gender-diverse boards perform better financially. According to MSCI’s global study, firms with more women on their boards saw a 36.4% higher return on equity. This is about more than representation—it’s about fostering better governance, innovation, and resilience in the face of challenges. While gender quotas have sparked this progress, the real transformation will come when diversity is embraced as a strategic imperative, not just a compliance issue. It’s time for a cultural shift where diverse leadership is seen as vital to innovation and sustainable growth. To the leaders of the UAE’s private sector: the future of your business relies on inclusive, forward-thinking leadership. If you're serious about strengthening your boardroom with fresh perspectives, I am more than happy to introduce you to exceptional female leaders who are ready to make a significant impact at the highest levels of corporate decision-making. #genderbalance #corporategovernance #womenonboards

Once you get to the point where your company graduates from working sessions to board meetings, there’s an entirely new set of dynamics you have to learn to navigate. Here are my best tips for founders on how to get the most out of your board meetings, based on my time on both sides of the table: 1/ No big surprises. The purpose of a board meeting is to set the direction and priorities for the company, grounded in the context of what’s going well and what’s not — and none of that background information should be a surprise to your board members during the meeting. If you have news to share, whether it’s good or bad, do it in real time with quick phone calls in between board meetings. This builds trust and allows you to use the meeting time more effectively. I’m also a fan of the pre-wire call a few business days before the board meeting. Set up 30 minute 1:1’s with each board member to run through the agenda and any pertinent business updates before the meeting. Give space for each individual to air any concerns or asks they may have. It helps you get ahead of any hot topics to better manage the time in the board meeting. 2/ Leave room for discussion. There’s always excitement to share a lot of info during board meetings, but you want to avoid having it feel like you’re presenting a book report. No matter how good the materials are, it’s disappointing if you walk away without learning from the viewpoints of your board members. Leave enough time for discussions, questions, and follow ups to create a two-way conversation, rather than just talking at your board. Set the timing for this in the agenda upfront and keep an eye on the clock to make sure you shift to discussion time promptly. You’ll get a lot more value out of your board members this way. 3/ Figure out the right balance between execution and vision. You have to hit multiple notes during your meeting. On one hand, you need to be able to talk about execution and operational precision. On the other hand, you need to be able to speak to your high-level vision and remind your board of the bigger picture and long term goals. The best founders can strike a balance between both. It takes time and iteration to find the sweet spot. One tactic to help accomplish this is to always set the table by recapping the company mission and vision at the start of the meeting. Another way to ground everyone is to include a couple customer anecdotes and stories before you dive into the metrics and performance data. Bookend the meeting the same way, by touching on the company mission and thanking the folks around the table for their roles in that journey. I have a lot more thoughts on navigating board dynamics, so keep an eye out for Part 2 of this post.