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Building High Performance Directors 2.

(DiBS 2/2017)

Addressing the Corporate Governance

expectations of 21st century

30 October 2017 2 November 2017

Osaka, Japan

Developed and Delivered by Supporting Partner

Stewardship is a responsibility for protecting or taking care of something which one was
entrusted to or to act as a guardian. While the role of the board is very much well
known, stewardship encompasses the subtle elements which further contribute to the
effectiveness of a board member, which makes it equally important to a board. With the
dynamics of globalisation and current issues, changes to the way a board governs will
be equally dynamic with elements such a governance, communication, decision-making,
strategy, sustainability, culture, plus many others come into play and cannot be ignored.
Board stewardship is all about protecting and being dynamic for the organisation,
stakeholders, board and to oneself with knowledge and execution. Using real life
examples and recent case studies, our faculty of subject matter experts will shed light
on some elements which directors may overlook while governing a board.


Non-executive directors
Executive directors


Listed companies
Private Corporations
Large family companies
Non-profit organisations and agencies




Dr. Randel S. Carlock researches and teaches about entrepreneurship

and family business based on his experience as a CEO, management
professor, consultant and psychotherapist. He is the first Berghmans
Lhoist Chaired Professor in Entrepreneurial Leadership and is the founder
of the Wendel International Centre for Family Enterprise at INSEAD
(Europe, Asia and Abu Dhabi) he directed from 2005 until 2009. He is co-
directing the The Family Business Enterprise Challenge. Previously he was the first Opus
Professor of Family Enterprise and founder of the family business center at the University
of St. Thomas in Minneapolis, MN (USA).

Carlock has an MA in education and training (1976), an Executive MBA in strategic

management (1983), and a Ph.D. (1991), all from the University of Minnesota. His
doctoral dissertation explored the role of organization development in managing high
growth entrepreneurial firms. He has also completed a post graduate certification in family
and marriage therapy at the Institute of Psychiatry, King's College, University of London
(1998) and a certificate in psychodynamic counseling at Birkbeck College, University of
London (1999). He was awarded a Certificate in Family Business Advising with Fellow
Status (2001) by the Family Firm Institute, Boston, MA (USA).

Carlock is author or co-author of several books, articles, chapters, and case studies
including When Family Businesses are Best: The Parallel Planning Process for Family
Harmony and Business Success with John L. Ward (Macmillan, 2010), Family Business
on the Couch: A Psychological Perspective with Manfred Kets de Vries and Liz Florent
(John Wiley and Sons, 2007), Strategic Planning for the Family Business with John L.
Ward (Macmillan, 2003) and Organization Development in Successful Entrepreneurial
Firms (Garland Publishing, 1994). Carlock has also written chapters in two edited
coaching books, Leadership Coaching in Family Businesses (2008)and Failure in Family
Business Coaching (2010).

In 2008 Carlock received the Family Firm Institute International Achievement Award for
furthering the understanding of family business issues through educational programs with
the primary focus on the work of family businesses crossing international borders. An
article 'Fair Process: Striving for Justice in Family Firms' (with L. Van der Heyden and C.
Blondel) received the 2006 Family Business Network Research Award for the best-
published research article on family business practice (Family Business Review, XVIII, (1),
March 2005). The HP-Compaq Merger: A Battle for the Heart and Soul of a Company'
(with Liz Florent) was awarded the 2005 IMD-European Foundation for Management
Education Family Business Case Competition prize.

Carlock has 25 years of management and leadership experience serving first as an

executive with a New York Stock Exchange family business, Dayton-Hudson (now Target
Corporation) and as a CEO and Chairman of four companies he created including a
NASDAQ listed corporation. He currently advises global business families and
corporations specializing in Asia, Europe and the Middle East.


Interests & Concerns Empowering and Board Contribution to
about Malaysian and Leading Effective Strategy
Regional Corporate Board Teams Women on Boards
Governance Strategy, Culture and Board Effectiveness
Board CEO Leadership Assessment &
Communication CEO Performance and Performance
A CEO and Board Board Relationship Boards and
Struggle over Entrepreneurial Uncertainty
Strategy Leadership
Governance Roles The Boards Role in
and Responsibilities Human Capital
Cognitive Bias in Development

Interactive presentations with video clips
Thought provoking discussions around Malaysian and
international case studies
Boardroom drama role play
Educational visit
Learning gems

Role Play Fireplace Chat


MINDA is an independent organisation dedicated to Enhancing Board Effectiveness by

equipping Directors with the worldclass knowledge, skills and mindset required to perform to
a consistently high standard. MINDAs strategy to achieve this is by assisting Boards in
focusing on their fundamental roles and responsibilities such as strategy setting, corporate
performance management, development of future leaders and human capital, risk
management, innovation and creativity. MINDA is now the equivalent of institute of directors
(IOD) worldwide and provide the following to fellow directors in Malaysia:

Professional Learning & Development

Research and Advocacy
Professional Membership
Director and Board Assessments
Director Sourcing and Board Placement


MAJECA (Malaysia-Japan Economic Association) is a bilateral association formed on

November 14, 1977 for the purpose of promoting a closer economic relationship between
the private sectors of Malaysia and Japan through mutual discussions at an annual
economic forum, and other related activities. MAJECA members comprise of leading
Malaysian companies who are involved in a wide range of industries and businesses and
who are keen to forge wider and deeper business linkages with Japan.

The counterpart of MAJECA is the Japan-Malaysia Economic Association (JAMECA) under

the purview of Japan Chamber of Commerce & Industry. On the ASEAN platform, MAJECA
works with the Japan Association of Corporate Executives (Keizai Doyukai) and on the
Asian platform, the Japan Business Federation (KEIDANREN).



Day 0: Sunday 29 October 2017

Arrival and Introductions

14:00 Participants Check-in Hotel Lobby

19:00 20:30 Welcoming Dinner MINDA

Day 1: Monday 30 October 2017

Setting the Scene

08:30 10:00 Session 1: Sustainability of Corporate Performance Local Speaker - TBC
Seven Strategic Challenges for Sustainable Corporate
An insightful dialogue on why some corporations continue to
succeed and why others fail. The session outlines the new
challenges and the new pathways to cope with emerging

10:00 10:30 Networking Break

10:30 12:00 Session 2: An Incisive Scan of Emerging Trends and Risks Local Speaker - TBC
and how they could Impact our Future
An in-depth dialogue on contemporary ground realities, global
trends, risks, and the trajectory of new technological inventions.
How these could affect prevailing business models and how
business leaders could react to ensure they reap positive impact
and avoid negative impact? A framework of guidelines for
sensitizing decision-making processes in the organization, and
creating an intrapreneurial and innovation culture.

12:00 13:15 Networking Lunch

13:15 13:30 Programme Introduction and Briefing MINDA

13:30 14:00 Session 3 Introductions and Programme Overview Prof Randel Carlock
Opening discussion: What are your interests and concerns
about Malaysian and regional corporate governance that we
should discuss at our workshop?

Reading: Governance Buffet Style from Lawrence

A. Cunningham, George Washington University Law School
(3-29, 2013).


14:00 15:00 Session 4 Board Communication Prof Randel Carlock

Boards and management teams spend the majority of their time
communicating. But are they listening and hearing new
information? Building relationships, reflective questioning and
deep listening are critical communication skills that can improve
planning and decision-making. The effective board member uses
respect and reflective listening as tools to enable other directors
and executives to discuss their ideas and share feelings.

Exercise: Board Communications - Listening as a Governance

and Leadership Skill

15:00 15:30 Networking Break

Boards Role
15:30 16:30 Session 5 A CEO and Board Struggle over Strategy Prof Randel Carlock
This case explores the governance and strategy issues and the
role of Board, Corporation, owners, Chairman and CEO in the
HP-Compaq Merger. Read the case and questions so you are
prepared to discuss any of the roles.

Case Study #1: The HP-Compaq Merger: A Battle for the Heart
and Soul of Company (Parts A, B & C)

Board of Directors
1. Why did the Board of Directors hire Fiorina for HP?
2. What could the board have done to support the CEO and
prevent the proxy battle?
3. How should board members weigh differing opinions? Whose
opinion counts -employees, management, and shareholders?
4. Did the board engage the CEO and management team in
meaningful dialogue about the firms long-term direction and

The Chair
1. How did Fiorina perform as Chair? What did she do right?
2. How does Fiorinas style fit with the HP culture and the
HP way?
3. Does Fiorina have too much power as CEO and chairman
of the board?

1. What were the strategic advantages/disadvantages of
this merger?
2. Does Fiorina have too much power as CEO/chairman?

16:30 End of Day 1


Day 2: Tuesday 31 October 2017

Boards Role Cont.

08:30 09:30 Session 6 - Governance Roles and Responsibilities Prof Randel Carlock
The boards mission is to understand and actively represent the
shareholders and other stakeholders interests. The board is the
linchpin in the principal-agent relationship between the
shareholders and management. The board provides the
shareholders with accountability and protection by engaging
management in discussions of strategic direction, and by
monitoring the firms long-term performance.

Discussion: Board Effectiveness - Culture, Structure and


09:30 10:00 Session 7: Cognitive Bias in Decision- Making Prof Randel Carlock
Cognitive or psychological bias is the human tendency to make
decisions or take action in an illogical way because of a reliance
on interpretations of reality that are based on assumptions,
beliefs and conclusions not the logical facts. We do not see
things the way they arewe see things the way we are. Our
minds are constantly playing scripts for us to help us explain and
interpret the world around us that leads to judgments and
opinions about every situation, event, and personal interaction.

10:00 10:30 Networking Break

Group Photo Taking Session

10:30 11:00 Cont. Session 7

Video: Would you stop and listen?
Exercise: Decision Making individually and in groups
Lecture: Cognitive Bias in Governance

Building The Board

11:00 12:30 Session 8: Empowering and Leading Board Teams Prof Randel Carlock
Leading effective board teams is fundamental to sound
governance in complex or dynamic situations. High-performing
board teams support human interactions that overcome cognitive
bias in decision-making and build trust and mutual support.
This case explores developing, empowering and leading teams
based on the case study and a video about climbing Mount
Everest. Working in table teams we will discuss what leader
behaviours support empowering high performing teams.


Case Study #2: Tragedy on Everest Case Study

Video: The Making of Everest

- What makes an effective team? Describe your team
- What is the worst performing team you have experienced?
Describe the situation.

Exercise: After watching the video first, work alone to score the
IMAX, Mountain Madness and Adventure Consultant teams using
the GRPI worksheet. Then as a group compare scores and come
up with a group score and discuss the questions below:
1. What was the Imax teams goal? What was different about this
goal compared to the other two teams?
2. What were the Imax roles? Who was chair, CEO, COO,
operations director, spiritual leader?
3. Why did David ask the Imax team if they wanted to make the
climb after the disaster?
4. Why did David decide to not allow Sumio to climb? What did
this mean to the team?
5. Describe the diversity on the teams? How many kinds of
diversity did you see on the Imax team?
6. Two Imax team members were concerned about their ability to
perform. One 27 year-old said, Maybe I am too old and one
30+ year-old said, Maybe I have lost it. What does this mean
to leaders?

12:30 13:30 Networking Lunch

Field Visit

13:30 16:30 Session 9: Educational Visit Panasonic Corporation MINDA

16:30 End of Day 2


Day 3: Wednesday 1 November 2017

Building The Board Cont.

08:30 10:00 Session 10: Strategy, Culture and CEO Leadership Prof Randel Carlock
The firms culture, strategy and CEOs leadership are the critical
factors in the business performance and the boards ultimate
responsibility. 3M is one of the worlds most innovative firm
because of its culture and strategy. It is the invention machine
whose methods were consecrated in the influential 1994 best
seller Built to Last.

In 2000 James McNerney, the first outsider to lead the insular St.
Paul, (Minn.) company in its 100-year history, announced he
would change the culture of the place. His playbook was vintage
GE axing 8,000 workers (about 11% of the workforce),
intensifying performance-reviews, and tightening purse strings.
He was replaced 5 years later by George Buckley who rescinded
McNerneys changes to restore the 3M culture. We will explore
the CEOs role in managing culture and strategy and the boards
challenge of evaluating CEO performance.

Case Study #3:

1. At 3M, A Struggle Between Efficiency and Creativity,
Business Week, June 11, 2007.
2. Buckley helped 3M rediscover its mojo,
StarTribune, 2-12, 2012.
3. The Glue that Wouldnt Stick: 3M Post It Notes INSEAD

Review these questions for the class discussion

1. Who was the entrepreneur in the 3M Post-it note story?
2. How do leadership teams align the firms culture, strategy and
3. What challenges do leaders of successful companies face in
sustaining innovation and growth?
4. Why did the McNerney have trouble with the Sigma Six
program? Describe the culture of Sigma Six.
5. What leadership style best supports growth and innovation?
6. What is the most innovative organisation you have
7. What is the least innovative organisation you have

Lectures: 3M - Culture as a Competitive Advantage at the Worlds

3rd Most Innovative Firm

Exercise: Evaluating CEO performance - How would you

compare the overall performance of the last two 3M CEOs,
McNerney and Buckley? Who was the more effective CEO?

10:00 10:30 Networking Break

10:30 12:00 Session 11: CEO Performance and Board Relationship Prof Randel Carlock
The HP Board Room Drama is a governance simulation that
allows you to experience a real life boardroom showdown
between a powerful and charismatic Chair-CEO and an equally
powerful and demanding board of directors.

Simulation: Hewlett-Packard Fires a CEO - A Boardroom Drama

1. How would assess Fiorinas performance as CEO?
2. How would you assess Forinas performance as Chair?
3. Was there a capable leader to replace Forina as chair?
4. Was the HP board a functioning team?

Reading: Evaluating the CEO, Stephen Kaufman, Harvard

Business Review, October 2008.

12:00 13:30 Networking Lunch

13:30 15:00 Session 12: Entrepreneurial Leadership Prof Randel Carlock

The boards most important decision is selecting a CEO who can
drive the business forward an entrepreneurial leader. Apple
co-founder Steve Jobs is recognised as one of the world's great
entrepreneurs but there is an important backstory to his
remarkable achievements that helps boards think about how they
encourage entrepreneurial leadership in their firms. It is well
known that Jobs was fired and replaced at Apple by a
professional manager but what is not often discussed is how he
developed a new perspective on entrepreneurial leadership that
became the basis for Apple's outstanding performance. This
lecture will demonstrate how the CEOs values, vision, leadership
and strategy shape the firms future and why the board must be
fully aligned with the CEO they appoint.

Case Study #4: What Steve Jobs can Teach us About

Entrepreneurial Leadership
Lecture: Entrepreneurship to Entrepreneurial Leadership
Case Study #5: Axiata - A Passion For Performance And People
1. What Values Drive Axiatas Talent Development Programme?
2. Is Talent Development A Board Issue? If Yes, Why?
If No Why Not?
3. How Important Is Talent Development To Your Firms Strategy?
4. How Does Your Board Contribute To The Talent Development
5. What Factors Does A Board Need To Look For In A Potential
CEO If Its Goal Is Strategic Renewal Or Expanded Market
6. Is Corporate Social Responsibility (CSR) A Board
Lecture: Board Contribution To Talent And Leadership

15:00 15:30 Networking Break

15:30 16:30 Session 13: The Boards Role In Human Capital Development Prof Randel Carlock
This session explores how the board and governance processes
can positively support management in implementing a talent
development strategy that creates a competitive advantage. We
believed that talent development is influenced by all of these
factors and in a large measure depends upon the nature of the
relationship of the CEO and board and their interaction in the
strategy making process.

16:30 End of Day 3

Day 4: Thursday 2 November 2017

Ehancing Board & Organisation

08:30 10:00 Session 14: Board Contribution to Strategy Prof Randel Carlock
Strategy implementation & Governance The Petro case
addresses one of the critical issues in making an organisation
more entrepreneurial. Petro has a complex matrix design to
provide the technical support needed to improve operations. But
at the same time how does the board encourage innovation and
corporate venturing within the structures of a large firm?

This case deals with the difficulty of making decisions when

organisational structures impede the possibility of improving
performance within the organisation. New information technology
and improved networking means that executive up and down the
hierarchy have the ability to create, sustain, and, in opportune
moments, exploit new opportunities beyond the corporations
normal channels or processes.

Case Study #6: PETRO DP Digital Oil Field Technology

What advice would you give Anderson? Should he push ahead to
the board for funding or delay the project for 6 months per the VP
of technologys request?

Mini-Lecture: What is the BODs role in culture and strategy


Reading: Corporate Venturing: Entrepreneurship on the Inside,

(Harvard Working Knowledge (November 13, 2000) Kenneth Liss

Class discussion: Checklist Boards Role in Developing an

Innovation Strategy.


10:00 10:30 Networking Break

10:30 12:00 Session 15: Women on BODs Prof Randel Carlock

The number of women in senior executive and board positions is
increasing around the world except in Asia. The research
demonstrates that supporting gender diversity on boards offers
new perspectives and also creates new challenges. This short
session will introduce the latest research about women on boards
and utilising their talents in communication, decision-making and
problem solving to strengthen the boards effectiveness.

12:00 13:30 Networking Lunch

13:30 14:30 Session 16: BOD Assessment & Performance Prof Randel Carlock
One of the concerns that all boards, regulators and shareholders
face is assessing the effectiveness of their governance processes
and structures. The most important factor in motivating and
retaining good board members is structuring an environment that
is professionally challenging and personally rewarding. Assessing
board effectiveness measures its impact on the organisations
performance and sustainability. Avoiding the pitfalls of save face
syndrome requires a board that is aware of its strengths and
willing to acknowledge and address it weaknesses.

Reading: MINDA Board of Directors Assessment (Handout)

New York Stock Exchange Listed Companies Manual
(4 pages-director standards)

Exercise: Completing a Board Assessment on Your Board

Each participant will complete an assessment of a board they
currently serve on using one of the board assessment models.
These assessments will support a table and class discussion.

Lecture: Board Assessment and Development

14:30 15:30 Session 17: Boards and Uncertainty Prof Randel Carlock
A board primary responsibility is not only on shareholders but also
to society and the planet. This alignment will ensure that the
economy is balanced, healthy, and sustainable for the long term.
However in the case of VW, it seems that they put profit ahead of
the long-term needs of the company and its stakeholders.

Video Case Study #7: Porsche - Espoused values and culture

Live Case Study #8: Volkswagen: What Happened and What
Happens Next?


1. What is the impact of external STEPP forces on VWs

behavior? (Social, technical, economic, political and physical)
2. What is the impact of internal forces on VWs behavior?
(Culture, values, strategy, governance)
3. What was VWs enacted culture (cheating customers,
damaging the environment) versus its espoused culture
(high tech, great products, good corporate citizen)?
4. What should the your BOD do to monitor and ensure ethical
behaviour in its current global and dynamic business

15:30 16:00 Networking Break

16:00 16:15 Session 18: Personal Action Plans, Wrap-Up & Feedback Prof Randel Carlock
Each participant identifies two takeaways from the programme
that are your planned governance actions steps.

To review the key learning each participant will share one action
step they are planning to work on personally or discuss with a
board they serve on.

16:15 16:30 Submission of Programme Evaluation Form

19:00 21:00 Graduation Dinner MINDA

End of the programme

Departure: Friday 3 November 2017

08:30 Check Out

Registration Terms & Conditions

Programme Fees
MINDA Member (MMDA) and Supporting Partners' Members MYR 21,000 / USD4,700
MINDA Associate (AMDA) MYR 22,500 / USD5,050
Non Member MYR 25,000 / US5,600

Add On Fees:
Accompanying Spouse TBD
Additional Night Stay TBD

Programme Registration Terms & Conditions:

A. Programme Fees
Fee includes programme materials, accommodation based on single occupancy with breakfast, meeting
package, return airport transfers and 3 halal dinners.
Fee excludes airfare and additional night stay which are to be borne by the participant.
To enjoy members rate, participants can join MINDA Professional Membership. Please enquire with Member
Relations division or visit

B. Hotel Details
Hotel Name: TBC
Hotel Address: TBC
Hotel Homepage: TBC
Accompany spouse will be sharing the same room and it comes with daily breakfast, 3 halal dinners, 1
educational visit and return airport transfers.
Additional night stay is subject to room availability.

C. Payment
Upon registration, participant(s) are considered successfully enrolled in the event.
Full payment is required prior to attending the programme otherwise Certificate of Attendance will be withheld
until payment is successfully received.
Billing of accompanying spouse and additional night stay will be made directly to the registered participant.
Payment must be received prior to programme date.
All cheques / bank drafts must be made payable to Malaysian Directors Academy (MINDA) at Account
Number: 80-0106341-0 (CIMB Bank Berhad). Please send the transaction details once completed to or fax to +603 2780 5032.
Overseas programme is not subject to any GST.

D. Cancellation Policy
Cancellation notice must be in writing.
Cancellation fees are applicable if cancellation notice is received:
o In less than fourteen (14) working days before the event: 50% of the programme fee will be charged.
o In less than seven (7) working days before the event: 100% of the programme fee will be charged.
Replacement participant is acceptable to avoid cancellation fees and must be informed to the organiser as
soon as possible.

E. Others
MINDA reserves the right to amend the programme, dates, facilitators and / or terms as it deems necessary.
MINDA reserves the right to make alternative arrangements without prior notice should it be necessary to do
When providing us with any personal data, you will comply at all times with the Personal Data Protection Act
2010 (PDPA) and will not in any way cause MINDA to breach any of its obligations under the PDPA.
Upon submitting the registration online, participant and the sponsored organisation are deemed to have read
and accepted the terms and conditions.
How to Register
To complete the programme registration process, participant is required to have an account in MINDA
Go to
Select Sign Up as Director or Sign Up as Aspiring Director and follow the account registration
instruction. (just one time only)
Complete the required details (personal, board experience and functional experience) until the profile
completion meter is at 100% (just one time only).
Kindly ensure the provided information is latest and accurate as it will be used by the facilitators to
prepare their programme delivery as well as contributing to the periodical directors statistical reporting
to regulatory authorities. This section can be updated from time to time by registered users.
Go to Training tab, select the desired programme and click Register. Fill in the required details and
click submit.
A programme registration acknowledgement email will be sent to the registered email.
An invoice will be issued within 2 working days based on the provided Billing Info during the programme
registration process.

Important Notes:
Every participant should use their own email address to register an account as personal details and
training records are kept according to the registered email. The registered email will also be used as the
main communication tool with the participant. First time registrant will receive an email to verify the
registered email address.
If you are registering a programme on behalf of a Director, please get consent from the Director for this
to be done. Once you have completed the necessary details, the Director can reset their password by
clicking Forgot Password and upkeep their profile from there on.

MINDA directorate
MINDA directorate is a free web-based portal and registry for Directors and Aspiring Directors. We use
MINDA directorate for the following:

As the directors registry in Malaysia where it is the source for companies to look for Independent
Directors or CEO
As the directors registry in Malaysia where it is the source for regulatory authorities to know the quantity
and quality of the directors talent pool
Enable registered users to produce a professionally done CV
Enable registered users to professionalise their directorship by tracking all training attendance with
MINDA and allows registered users to input other attended trainings organised by other organisations.
Enable registered users to apply and manage their Professional Membership with MINDA.
Enable registered users to access selected online resources related to corporate governance and board
effectiveness (Boardview magazine, articles, tips, reports, etc).

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benefits and enhance your directorship standing. The MINDA Professional Membership is tailored for both
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