LEADING A BOARD chairs practices

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Leading a Board
Chairs’ Practices Across Europe

Edited by
Stanislav Shekshnia
Veronika Zagieva
Leading a Board
Stanislav Shekshnia · Veronika Zagieva
Editors

Leading a Board
Chairs’ Practices Across Europe

Second Edition
Editors
Stanislav Shekshnia Veronika Zagieva
INSEAD Ward Howell Talent Equity Institute
Fontainebleau, France Moscow, Russia

ISBN 978-981-16-0726-4 ISBN 978-981-16-0727-1 (eBook)

https://doi.org/10.1007/978-981-16-0727-1

© The Editor(s) (if applicable) and The Author(s), under exclusive license to Springer
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 Acknowledgments

We are grateful to the many anonymous respondents from eight Euro-

pean countries—busy professionals who gave us their time and shared
their priceless insights about the work of a board chair. Without their
contributions, this book would not have been possible.
Many people helped us to imagine, to design, to research and to write
this book. We are grateful to Ludo Van der Heyden, INSEAD Distin-
guished Professor of Corporate Governance and founding Academic
Director of the INSEAD Corporate Governance Center (ICGC), for
supporting the project, advising on the early stages and making recom-
mendations on improving the draft and Professor Jose Luis Alvarez,
Academic Director of ICGC, for his encouragement and support. We
thank also Muriel Larvaron, formerly Assistant Director of the ICGC,
and Sonia Tatar, Executive Director of the ICGC, for identifying and
contacting respondents and giving us encouragement. Special thanks go
to Sergey Mamzin, Alexandra Matveeva, Maria Nazarova and Alena
Filichkina from Ward Howell Talent Equity Institute for their invaluable
help with data collection and analysis and to Alexey Ulanovsky from
Ward Howell and Vincent H. Dominé from INSEAD and Dominé &
Partners for their great contribution to the first part of the project. We
would be remiss if we did not express our gratitude to Elin Williams for
her unfaltering enthusiasm in editing the manuscript. We would like to
thank our assistants Tatiana Shuvalova and Aurelia Merle for keeping
us focused and meeting deadlines.

v
vi ACKNOWLEDGMENTS

Many colleagues from academia have given us feedback and advice

after reading the manuscript or parts of it and hearing our ideas. We
would particularly like to thank Professors Manfred Kets de Vries, Alena
Ledeneva, Erin Meyer, Subi Rangan and Tim Rowley. We are very grateful
to our clients, partners and friends from the corporate world who helped
us develop the concepts presented in this book by listening, sharing
and providing critique, especially George Abdushelishvili, Kirill Androsov,
Gleb Frank, Olga Gorbanovska, Pavel Kiryukhantsev, Oksana Paraskeva,
Alexander Saveliev, Vitaly Vassiliev, Maxim Vorobiev and Sergey Vorobiev.
 Introduction to the Second Edition

We are glad to be able to publish this second substantially revised and

enhanced edition of Leading a Board: Chairs’ Practices in Europe during
extraordinary times. As we write, in November 2020, the world has been
fiercely fighting the COVID-19 virus for almost a year. To date, 53.5
million people have been contaminated and 1.3 million have lost their
lives.1 The global economy has contracted by 4.2 percent,2 millions of
people lost their jobs.3 The virus accelerated some global trends—such as
digitalization, sustainability and concern about social justice and nation-
alism—and added other issues—such as personal and public health—to
the global agenda. The pandemic also highlighted some serious shortcom-
ings of the contemporary world: the unpreparedness of both democrat-
ically elected and authoritarian governments to manage large-scale crises
and to collaborate effectively; the failure of international institutions such

1 World Health Organization (2020). WHO Coronavirus Disease (COVID-19) Dash-

board. Available from: https://covid19.who.int/ [Accessed 1 December 2020].
2 OECD (2020). OECD Economic Outlook, 2020 (2). Available from: https://www.
oecd-ilibrary.org/economics/oecd-economic-outlook/volume-2020/issue-2_39a88ab1-en
[Accessed 1 December 2020].
3 OECD (2020). OECD Employment Outlook 2020. Available from: https://www.
oecd-ilibrary.org/employment/oecd-employment-outlook-2020_1686c758-en [Accessed
1 December 2020].

vii
viii INTRODUCTION TO THE SECOND EDITION

as the European Union, the United Nations or the World Health Orga-
nization to lead and coordinate a global anti-virus response; the inability
of the international scientific community to provide policy-makers with
coordinated data-based advice; and the failure of the global media to
supply the world population with an objective yet inspiring picture of
the events. At the same time, during 2020 we became witnesses to the
everyday heroism of frontline medical workers, the unparalleled generosity
of companies and individuals supporting the fight against COVID-19 and
countless other examples of human solidarity.
This pandemic has hit humankind very hard, but life goes on. People
have learned to work and fly with facemasks, earn academic degrees
without leaving their homes, party by Zoom and travel via Instagram.
Companies keep adapting to ever-changing conditions, rethinking their
strategies, reinventing their business models, redesigning their processes,
restructuring their operations, retraining and redeploying their employees.
In this book we will show how leaders of the highest decision-making
body in a company—board chairs—adapted their work during the
pandemic. We will also examine what has changed and what has remained
in how they lead their boards and represent them in relationships with
stakeholders.
We began our research for the second edition of the book as soon as the
first one was published. We wanted to cover countries that did not make
it into the first edition—Finland, France, Norway, Spain, Sweden and
Ukraine, but we also wanted to see how digital technology and sustain-
ability was impacting the work of board chairs across our sample of coun-
tries. When the research was almost finished, COVID-19 struck and we
felt the book would not be complete without material about its impact.
We are grateful to our co-authors, who agreed to go back into the field
and conduct an extra leg of research devoted to the pandemic’s influ-
ence. As a result the second edition is different from the first in a number
of ways. It covers 14 rather than 8 European countries. It addresses the
impact of digitalization, sustainability and the COVID-19 pandemic on
the work of a board chair in each of these countries. Finally, it presents
new and updated conceptual models that have been developed on the
basis of the recent research inputs.
Since the work of the chair is done behind closed doors, little is known
about this person who presides over the most powerful body in any orga-
nization. To shed light on the workings of board chairs in different Euro-
pean countries we undertook a large-scale research project supported by
 INTRODUCTION TO THE SECOND EDITION ix

INSEAD Corporate Governance Centre and Ward Howell Talent Equity

Institute. During the first stage (2014–2015) we conducted a survey of
more than 600 chairs in different countries, including more than 400
in Europe. During the second stage (2016–2019), 18 experts from 14
European countries interviewed 130 chairs and 143 CEOs, directors and
shareholders to detect and compare specific practices and instruments that
chairs use to deal with the challenges identified in the first part of the
project. During the third stage (April–October 2020) we conducted a
pan-European survey of 266 chairs, directors and CEOs and an additional
56 interviews with board chairs and directors from the 14 countries to
assess the impact of the COVID-19 pandemic on the work of chairs and
the boards they lead.
This book is based on our research. It presents a conceptual contin-
gency framework for understanding the work of a board chair. It also
describes the three core roles of a chair in leading the board, ideal types
of chair and emerging trends in chair–CEO and chair–shareholder rela-
tionships. Most importantly, the book identifies specific practices—itera-
tive behaviour strategies or ways to get things done—that chairs use to
perform their duties. We describe specific contexts for the chairs’ work
and their practices in 14 European countries—Denmark, Finland, France,
Germany, Italy, the Netherlands, Norway, Russia, Spain, Sweden, Switzer-
land, Turkey, Ukraine and the UK, identifying cross-country similarities
and context-bound differences. We argue that, while the COVID-19 crisis
modified some elements of chairs’ work, such as conducting board meet-
ings online, shortening feedback loops and dedicating more time to the
job, the fundamentals of effective board leadership have not changed. We
conclude by presenting a number of pan-European trends in the work of
a board chair, which will develop over the next decade.
Chapter 1 builds on the existing literature and findings of the research
project. It offers a conceptual model of the environment in which board
chairs operate, combining three macro factors—business context, laws and
soft laws and societal norms—and three micro factors—company, board
and chair. The unique combination of these factors defines what board
chairs do (roles) and how they go about it (practices).
There are strong similarities in the way chairs from various countries
define the job itself and the way they go about it. Board leaders play three
specific roles: engaging, enabling and encouraging, which we call “the
3Es of effective board leadership”. While these roles intertwine and rein-
force each other, we have identified and classified specific practices that
x INTRODUCTION TO THE SECOND EDITION

board chairs use to perform them individually. We also present typolo-

gies of chair–CEO and chair–shareholder relationships and supporting
behaviours.
The COVID-19 crisis put more stakeholder pressure on board chairs,
increased their time commitment to the job, and forced them to move
board meetings and other interactions online. It gave birth to new prac-
tices, such as informal exchanges with committee chairs via Teams or
coaching sessions with exhausted board members over Zoom, but at the
same time the general patterns have not changed—effective chairs proac-
tively engage with shareholders, lead their boards, and collaborate with
and mentor their CEOs.
Chapters 2–15 describe in detail specific contexts for chairs’ work
and their practices in 14 European countries—Denmark, Finland, France,
Germany, Italy, the Netherlands, Norway, Russia, Spain, Sweden,
Switzerland, Turkey, Ukraine and the UK—identifying cross-country
similarities and context-bound differences.
Chapter 2 reveals that effective chairs of boards of directors in the
UK are accomplished professionals with strong views, who lead the board
without “taking up much space” and avoid the limelight. They engage
directors in a collective effort, creating an environment for effective
collaboration and encouraging productive behaviours by providing feed-
back and opportunities for collective and individual learning and devel-
opment. They do not give orders or issue directives; instead they steer
or nudge followers by setting agendas, framing discussion items, solic-
iting opinions and seeking and providing feedback. They delineate their
spheres with the CEOs—“I run the board; you run the company”—and
strive to strike a fine balance between “equal distancing” and proactivity
in relationships with shareholders. During the COVID-19 crisis chairs
of British boards demonstrated resilience, commitment and adaptability.
They quickly moved their board meetings into an online format, increased
the frequency of their interactions and adjusted their agendas. Chairs of
UK companies also significantly increased their time commitment and
made themselves available round the clock. At the same time, most of
them steered their boards away from interfering with the management’s
job.
Chapter 3 uncovers the particularities of the chair’s work in the
Netherlands, such as growth orientation and focus on building consensus
(polderen). Board leaders make sure that value creation and business devel-
opment are permanent fixtures on board agendas. They encourage CEOs
 INTRODUCTION TO THE SECOND EDITION xi

to think big and to take reasonable risks, and when necessary help the
business by working with customers, vendors and regulators. Chairs of
Dutch companies use a variety of consensus-building strategies to prepare
and make decisions that satisfy every director: equal treatment and equal
allocation of airtime; proactive facilitation of discussions, involving silent
directors and containing talkative types; and self-restraint. They do not
mind pre-agreed schedules overrunning to achieve consensus and they
reach out to board members before meetings to create common platforms
and avoid surprises.
Chapter 4 portrays board chairs from Switzerland as diligent profes-
sionals working for the long-term development of their companies and
considering an effective board of directors as a core element of such devel-
opment. Swiss board leaders describe themselves as “first among equals”,
“shepherds”, “conductors” and “the link between the board and the
CEO”. They plan for the long term, ensure quality of board materials,
and combine discipline and freedom of expression during board discus-
sions. They work proactively with shareholders and executives on behalf
of the board and bring the information they gather back to the directors.
Chapter 5 demonstrates that in Denmark board leaders operate as
facilitators, striving for harmony and consensus—and effectiveness at the
same time. They are informal, candid and accessible. They encourage
everyone to speak their minds with vigour and determination, are not
afraid of conflicting views and deal with disagreements in a proactive way.
Board chairs work proactively with all stakeholders and, most importantly,
shareholders, yet fiercely protect their independence and authority over
board matters.
Chapter 6 describes nuances in the work of board chairs in Sweden, a
country with a high level of ownership concentration and strong traditions
of consensus-based decision-making. Board chairs work towards long-
term value creation, but also steer their boards and companies towards
socially important issues, including sustainability, equality and employ-
ees’ health and well-being. Chairing board meetings is only the tip of
the iceberg for leaders of Swedish boards, who do most of their work
outside of the boardroom. They actively engage with owners and other
stakeholders, serve as coaches for their boards and CEOs and constantly
learn themselves.
Chapter 7 shows that the prevailing governance philosophy in Norway
emphasizes professionalism, fairness, independence, diversity and collab-
oration between all parties. Board chairs advance this collaboration by
xii INTRODUCTION TO THE SECOND EDITION

engaging with all those involved and respecting the boundaries between
them. They make sure that the management creates value and that the
board creates conditions enabling the management to do so effectively. In
Norway chairs work hard to develop trust among their board members as
a prerequisite for effective and efficient decision-making. They achieve this
by being open themselves and instilling a spirit of openness at their boards,
allowing every opinion to be heard and discussed and ensuring every
request is addressed. Board leaders pay special attention to providing the
board with adequate information in a timely and understandable manner.
They are patient in managing board meetings, allow comprehensive and
detailed discussions and strive for consensus.
Chapter 8 demonstrates that in Finland a board chair is an important
component of the governance ecosystem—not merely the most senior
director with responsibility for the board’s effectiveness. Chairs see them-
selves as facilitators of collective discussions in the boardroom, which
in turn lead to effective consensus-based decision making. Chairs bring
directors into the game by reaching out before the meeting and focusing
their attention at the opening. They ensure an adequate level of under-
standing in the boardroom by providing adequate materials and learning
about the business on behalf of the board. They also provide time and
create a safe space for collective discussions, as well as engaging the
management and actively using technology.
Chapter 9 describes the distinctive context for the work of a chair
in Germany, which has a two-tier board system and, for large compa-
nies, mandatory employee representation on the supervisory board. Board
leaders deal with these and other challenges by being very diligent with
regard to the law and corporate governance guidelines, focusing the
board’s work on a limited number of issues, maintaining order and
discipline in the boardroom, and making specific efforts to reach out
to employees’ representatives on the board. The COVID-19 pandemic
increased the intensity of chairs’ work and their informal interactions with
senior managers and board members. Board routines, however, stayed
unchanged for most companies.
Chapter 10 reveals that effective board chairs in France recognize
the complex web of company stakeholders and the need to understand
and balance their interests in order to ensure the long-term sustainable
development of the company. Board leaders take on four principal roles:
leading the board; interacting with the CEO and the management; repre-
senting the board in relationships with shareholders and stakeholders; and
 INTRODUCTION TO THE SECOND EDITION xiii

ensuring that the whole governance system functions properly. They are
committed to their boards but keep a certain distance from their compa-
nies. They protect their own independence and the independence of their
boards. They are patient with group decision-making and let the discus-
sions flow. Yet they use authority when debates become dysfunctional.
Effective chairs listen well, are modest and leave room for CEOs to shine
in public. They combine a strategic mindset with good company knowl-
edge but stay out of operational issues. They delegate the financial side of
shareholder relationships to the management and concentrate on gover-
nance. Effective chairs support their CEOs by mentoring them, serving as
their sounding boards, providing “air cover” and opening doors for them.
Chapter 11 shows that board chairs in Italy operate under two types
of constraints: law and tradition. While legal regulations define the role
of a chair in a similar way to other European countries, Italian tradi-
tion emphasizes the functions of conflict resolution and communication.
Thus board leaders not only organize the work of the board and ensure
compliance, but also interact intensely with key stakeholders, often in
informal settings. During the pandemic some Italian chairs played the
role of “industry connectors”—they actively liaised with their counter-
parts from other companies, banks and regulators in order to learn about
their responses to the crisis and bring this knowledge back to the board.
Chapter 12 reveals that, in spite of the diversity of ownership struc-
tures in Spain, all effective board chairs serve as gatekeepers, setting and
maintaining a shared vision and reconciling different shareholder and
stakeholder interests with the goal of generating value for the company
in the short, medium and long term. Maintaining ongoing and some-
times intense relationships with the most relevant stakeholders—especially
shareholders, members of the board and the top management team—
constitutes an important part of the board chair’s role. Board chairs
engage the board as a group in collective reflection and decision-making.
They avoid giving direct commands; instead they influence the board
indirectly by setting meeting agendas, framing discussions and fostering
debate.
Chapter 13 tells the story of the emergence of a new profession—
board chair—in the unique context of Ukraine, where informal gover-
nance practices often clash with formal regulations largely borrowed from
developed European countries. In such an environment chairs’ effec-
tiveness largely depends on their personal qualities, such as resilience
to external pressure, knack for building trusting relationships, focus on
xiv INTRODUCTION TO THE SECOND EDITION

innovation, lifelong learning, ability to consolidate diverse opinions and

courage to play the role of a dedicated educator and reformer.
Chapter 14 shows how globalization and tradition shape the working
practices of board chairs in Turkey. Board leaders there pay a lot of atten-
tion to the social status of those they work with—board members, share-
holders and executives. They maintain a focus on performance and rela-
tionships, rely heavily on social contacts and informal relations to get
things done and place a high value on social events such as dinners,
outings and conferences. At the same time, chairs take on the role of
facilitators and mentors vis-à-vis their boards and their members.
Chapter 15 is dedicated to board chairs in Russia, where relationships
are more important than institutions. It depicts board leaders as prag-
matists working both within institutional and informal contexts to get
their job done. They balance authoritative and facilitating modes of oper-
ating, and use a range of practices from “traditional” conversations behind
closed doors to “modernist” coaching sessions with directors. Chairs in
Russia work proactively with significant shareholders, whom they often
consider to be their ultimate masters. Engagement with CEOs is also high
on their agenda, but it takes various forms—from dominant mentoring to
advising—depending on the social status of the parties involved and their
relationship to ownership.
Chapter 16 synthesizes the findings presented in the previous 14
chapters on individual countries. We highlight five of the most common
practices of European board chairs, identify six potential traps a Euro-
pean chair should be aware of and describe five personal attributes that
make a chair effective in the European context. We conclude the chapter
by presenting one highly original chair practice from each of the 14
countries.
Chapter 17 offers the research team’s view on how the chair’s role and
function in Europe will evolve in the next decade. The changes will be
evolutionary rather than revolutionary, but their impact will be felt across
multiple dimensions. In ten years there will be (a few) more female chairs
in European companies than there are today and the average age of the
chair will fall (slightly). “Celebrity chairs”—people chairing many boards
thanks to their personal prestige—will disappear. External pressures on
chairs will increase and their work will intensify. Technology will actively
move into the boardrooms of Europe and become one of the main tools
of the chair’s trade.
 INTRODUCTION TO THE SECOND EDITION xv

We tried to write this book in a reader-friendly way, keeping in

mind business practitioners as our main target audience. For those
with an interest or background in research, we include a description of
our methodology and processes in a separate appendix. We also list a
bibliography at the end of each chapter.
There are different ways to read this book. “Traditional” readers may
go through all the chapters in order. “Busy” readers may limit their efforts
to Chapter 1, which summarizes our research and the theory on which it
was built, and Chapter 17, which synthesizes our findings and predic-
tions—and their practical implications. People interested in a particular
country may read just the corresponding section of the book. Indeed,
Chapters 2–15 are each designed to be stand-alone. To further assist the
busy reader, the chair practices identified in this research—matched with
the challenges that emerged from the INSEAD Global Chair Survey—are
listed in Appendix 2.
This is the essential guidebook for new and seasoned chairs, as well
as for directors, shareholders and executives who want to understand how
board leaders operate and how to interact with them more effectively. This
book will also help regulators, educators, corporate governance scholars
and experts to develop unique insights into the work and mindset of a
board chair.
Stanislav Shekshnia, Fontainebleau, France
Veronika Zagieva, Moscow, Russia
References
OECD (2020). OECD economic outlook, 2020 (2). Available from: https://
www.oecd-ilibrary.org/economics/oecd-economic-outlook/volume-2020/
issue-2_39a88ab1-en Accessed 1 Dec 2020.
OECD (2020). OECD employment outlook 2020. Available from: https://
www.oecd-ilibrary.org/employment/oecd-employment-outlook-2020_1686
c758-en Accessed 1 Dec 2020.
World Health Organization. (2020). WHO coronavirus disease (COVID-19)
dashboard. Available from: https://covid19.who.int/ Accessed 1 Dec 2020.
 Contents

1 Work of a Chair in Europe: Context, Content

and Evolution 1
Stanislav Shekshnia and Veronika Zagieva
2 The United Kingdom: Indirect Leadership 33
Stanislav Shekshnia
3 The Netherlands: Nudging Towards a
Consensus 61
Mik van den Noort
4 Switzerland: Diplomacy and Diversity 83
Rolf Frey
5 Denmark: Attentive Master of the Boardroom 103
Steen Buchreitz Jensen and Stanislav Shekshnia
6 Sweden: Proactive Chairs Engaging Stakeholders 133
Liselotte Engstam
7 Norway: Guardians of Trust 165
Steen Buchreitz Jensen
8 Finland: Powerful Downplay 187
Stanislav Shekshnia

xvii
xviii CONTENTS

9 Smooth Operator: The Chair as the Drive Belt

of the German Governance System 211
Elena Denisova-Schmidt and Peter Firnhaber
10 Chairs in France: Conducting a Grand Orchestra 237
Stanislav Shekshnia and Bertrand Richard
11 Italy: Alignment for Effectiveness 263
Anna Zanardi and Veronika Zagieva
12 Spain: From Honoured Authorities to Articulators
of Expectations 283
Carlos Losada and Yuliya Ponomareva
13 Ukraine: Navigating the Maze 311
Kateryna Timonkina
14 Turkey: Between Traditional and Modern Leadership 341
Hande Yaşargil and Elena Denisova-Schmidt
15 Russia: Powerful Moderation 365
Ekaterina Ryasentseva and Veronika Zagieva
16 “Top Fives” of Chairing a Board in Europe 393
Stanislav Shekshnia and Veronika Zagieva
17 The Future Role of the Chair in Europe 413
Filipe Morais and Andrew Kakabadse

Appendix A: Research Methodology and Data Collection 431

Appendix B: Chairs’ Challenges and Practices 437
Index 447
 Notes on Contributors

Elena Denisova-Schmidt is a Research Associate at the University of St.

Gallen (Switzerland) and Research Fellow at the Boston College Center
for International Higher Education (USA). Previously, she held appoint-
ments at the Humboldt University of Berlin, the Kennan Institute of the
Woodrow Wilson International Center for Scholars, the German Institute
for International and Security Affairs, the UCL School of Slavonic and
East European Studies, the Edmond J. Safra Center for Ethics at Harvard
University and the Aleksanteri Institute of the University of Helsinki.
Before moving into academia, Elena Denisova-Schmidt worked for the
VSMPO-AVISMA Corporation in Russia.2
Liselotte Engstam is a non-executive chair and board member at listed
and private companies, with a background in international leadership posi-
tions in the technology industry. She serves on the INSEAD Directors
Network Board and as advisor to European Commission on digitalization
and corporate governance. As the founder of Digoshen, with an inter-
national board network, she develops chairs and board members. She
engages in academic research on boards’ leadership of innovation and AI
and is a co-author of the book AI Leadership for Boards. She is a fellow

2 This book is a product of a collective effort and we wish to present and to thank our
co-authors.

xix
xx NOTES ON CONTRIBUTORS

at the Institute of Coaching, Harvard Medical School, has an MSc in

Engineering and Sustainability and is certified IDP-C by INSEAD.
Peter Firnhaber is an executive coach, team coach and coaching super-
visor. He is part of the coaching faculty of INSEAD, IMD, LBS, ESMT
and ESCP. For 15 years he has worked with senior executives from all
functions within private and public companies, governments and NGOs
and from all continents. Peter’s business education includes a B.Sc. in
Marketing and an M.B.A. from INSEAD. He is also an alumnus of the
Tavistock Institute’s Leicester Conference.
Rolf Frey is a Managing Partner of Dominé & Partners, a Swiss-based
international leadership consultancy firm advising executive teams and
boards. He is a member of the coaching faculty at IMD Business School
in Singapore and Switzerland and at the European School of Manage-
ment and Technology (ESMT) in Berlin. Rolf is also Chair of a company
offering cloud-based personal leadership development for professionals
and teams. Rolf holds a Master of Science in Consulting and Coaching
for Change from HEC Paris and the University of Oxford.
Steen Buchreitz Jensen is the CEO and an owner of the Scandinavian
Executive Institute. He worked for over 25 years as a senior executive
in FMCG and fashion companies. He has served as a board member or
chair for several organizations and has supported business transformations
in his board capacity and as an independent consultant.
Andrew Kakabadse joined Henley Business School in July 2013 after 30
years at Cranfield School of Management, where he finished as Professor
of International Management Development and was awarded the honour
of Emeritus Professor. He was also Vice-Chancellor of the International
Academy of Management and Chairman of the Division of Occupational
Psychology, British Psychological Society. His current areas of interest
focus on improving the performance of top executives, top executive
teams and boards, excellence in consultancy practice, leadership, corporate
governance, conflict resolution and international relations.
Carlos Losada is an Associate Professor in the Department of Strategy
and General Management at ESADE and an academic member of ESADE
Corporate Governance Center. He has served on more than 15 different
boards in Spain (GNF/Naturgy, Clickair/Vueling and others), France
(SFN), Netherlands (Innoenergy) and Argentina (Fundación para el
 NOTES ON CONTRIBUTORS xxi

progreso economico y social). He was also Director General of ESADE,

where he teaches strategy, leadership and corporate governance. He has
published both academic and professional articles in these fields.
Filipe Morais is a Lecturer in Governance at Henley Business School
and Director of the M.Sc. in Management for Future Leaders. He is co-
author of the book The Independent Director in Society, with Gerry Brown
and Andrew Kakabadse. His research interests include board governance,
performance of top teams, CEO and chair leadership, strategic change,
ESG and shareholder engagement. Filipe’s research has been published
as book chapters, articles and case studies, and presented at prestigious
academic and practitioner conferences. Filipe spent 10 years as an HR
professional for a variety of multinational firms.
Mik van den Noort is an executive coach and team facilitator with a
private practice in the Netherlands. She began her career in the legal
business, aviation and publishing. As a partner at KPMG she set up its
coaching company in the Netherlands, which she continued working with
independently on leaving KPMG in 2004. Her clients include interna-
tional companies and family organizations in publishing, aviation, retail,
finance, energy, transport and biotechnology, as well as professional firms
in the fields of strategic consulting, tax and law. She regularly works
for INSEAD (Fontainebleau and Singapore) and for the Kets de Vries
Institute (Paris and London). Her educational qualifications include an
Executive Master of Coaching and Consulting for Change from INSEAD.
Yulia Ponomareva is a Lecturer in the Department of Business at
Universitat Autònoma de Barcelona. She earned her Ph.D. in Manage-
ment from Linnaeus University in Sweden. Yuliya’s research interests
include boards of directors, top management teams and ownership. She
teaches courses on corporate governance in Bachelor’s, Master’s and
M.B.A. programmes and has co-authored several teaching cases. Yuliya
is an associate editor for SN Business & Economics and serves as an ad hoc
reviewer for several other leading management journals.
Bertrand Richard co-led the European board practice of a leading
global executive search company Spencer Stuart, drawing on 30 years of
headhunting expertise and 10 years of experience in the financial services
industry. He now serves as a senior advisor for several firms. He is the
author of two books on governance and graduated from ESSEC busi-
ness school and IHEDN (Institute for Higher National Defence Studies).
xxii NOTES ON CONTRIBUTORS

He also has a postgraduate qualification in economics from Sorbonne

University.
Ekaterina Ryasentseva is Head of Leadership Development at Ward
Howell in Moscow. She is responsible for a wide range of consultancy
projects: from corporate culture transformations and corporate gover-
nance to team and individual effectiveness. As an associate executive coach
at INSEAD’s Global Leadership Centre, she works with top management
across various industry sectors for both Russian and multinational clients.
Stanislav Shekshnia is a Professor of Entrepreneurship at INSEAD,
a Director of the “Leading from the Chair” executive development
programme and a senior partner at Ward Howell. His research concen-
trates on leadership, leadership development and effective governance in
regions and organizations.
Kateryna Timonkina is an international executive coach at INSEAD.
She is a Certified Executive and Organizational Coach with Columbia
University and Marshall Goldsmith Stakeholder Centered Coaching
Programmes. Kateryna is a bilingual coach with 14 years of experience
in leadership development, stakeholder alignment and career transition
for executives globally. She holds an MBA degree from the University of
Glasgow, UK, and a BA in International Business from the University of
San Francisco, USA. Kateryna served as a board member at ICF Ukraine.
She is a fellow at IOC, Harvard and a member of the Columbia Coaching
Learning Association.
Hande Yaşargil is a partner at The Alexander Partnership in London and
founding partner at Mentor Leadership Development in Istanbul. She is
the Lead Coach of the International Directors Programme at INSEAD.
She is also the founding chairperson of the Women on Boards Association
of Turkey. Hande holds a B.A. in Psychology. She also has an Executive
Masters from INSEAD in Coaching and Consulting and a certificate from
the Tavistock Institute in Dynamics at Board Level.
Veronika Zagieva is a Director of Ward Howell Talent Equity Insti-
tute, an internal research and development division of the Ward Howell
Group. Her research is focused on leadership development, CEO effec-
tiveness, CEO succession and board dynamics. As a corporate governance
consultant, she also works with Russian boards of directors across various
industry sectors.
Another random document with
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 On this very day that Tavia had elected to go to town and Nat had
driven her in the cutter, Dorothy put on her wraps for a tramp through
the snow. As she started toward the back road she saw Joe and
Roger coming away from the kitchen door, having been whisked out
by the cook.
“Take it all and go and don’t youse boys be botherin’ me again to-
day—and everything behind because of the wash,” cried Mary, as
the boys departed.
“What have you been bothering Mary for?” asked Dorothy, hailing
her brothers.
“Suet,” said Joe.
“Oh, do come on, Sister,” cried the eager Roger. “We’re going to
feed ’em.”
“Feed what?” asked Dorothy.
“The bluejays and the clapes and the snow buntings,” Roger
declared.
“With suet?”
“That’s for the jays,” explained Joe. “We’ve got plenty of cracked
corn and oats for the little birds. You see, we tie the chunks of suet
up in the trees—and you ought to see the bluejays come after it!”
“Do come with us,” begged Roger again, who always found a
double pleasure in having Dorothy attend them on any venture.
“I don’t know. You boys have grown so you can keep ahead of
me,” laughed Dorothy. “Where are you going—how far?”
“Up to Snake Hill—there by the gully. Mr. Garry Knapp showed us
last week,” Joe said. “He says he always feeds the birds in the winter
time out where he lives.”
Dorothy smiled and nodded. “I should presume he did,” she said.
“He is that kind—isn’t he, boys?”
“He’s bully,” said Roger, with enthusiasm.
“What kind?” asked Joe, with some caution.
 “Just kind,” laughed Dorothy. “Kind to everybody and everything.
Birds and all,” she said. But to herself she thought: “Kind to
everybody but poor little me!”
However, she went on with her brothers. They plowed through the
drifts in the back road, but found the going not as hard as in the
woods. The tramp to the edge of the gully into which the boys had
come so near to plunging on their sled weeks before, was quite
exhausting.
This distant spot had been selected because of the number of
birds that always were to be found here, winter or summer. The
undergrowth was thick and the berries and seeds tempted many of
the songsters and bright-plumaged birds to remain beyond the usual
season for migration.
Then it would be too late for them to fly South had they so desired.
Now, with the heavy snow heaped upon everything edible, the
feathered creatures were going to have a time of famine if they were
not thought of by their human neighbors.
Sparrows and chicadees are friendly little things and will keep
close to human habitations in winter; but the bluejay, that saucy
rascal, is always shy. He and his wilder brothers must be fed in the
woods.
There were the tracks of the birds—thousands and thousands of
tracks about the gully. Roger began to throw out the grain, scattering
it carefully on the snowcrust, while Joe climbed up the first tree with
a lump of suet tied to a cord.
“I got to tie it high,” he told Dorothy, who asked him, “’cause
otherwise, Mr. Knapp says, dogs or foxes, or such like, will get it
instead of the birds.”
“Oh, I see,” Dorothy said. “Look where you step, Roger. See! the
gully is level full of snow. What a drift!”
This was true. The snow lay in the hollow from twenty to thirty feet
in depth. None of the Dales could remember seeing so much snow
before.
 Dorothy held the other pieces of suet for Joe while he climbed the
second tree. It was during this process that she suddenly missed
Roger. She could not hear him nor see him.
“Roger!” she called.
“What’s the matter with you?” demanded Joe tartly. “You’re scaring
the birds.”
“But Roger is scaring me,” his sister told him. “Look, Joe, from
where you are. Can you see him? Is he hiding from us?”
Joe gave a glance around; then he hastened to descend the tree.
“What is it?” asked Dorothy worriedly. “What has happened to
him?”
Joe said never a word, but hastened along the bank of the gully.
They could scarcely distinguish the line of the bank in some places
and right at the very steepest part was a wallow in the snow.
Something had sunk down there and the snow had caved in after it!
“Roger!” gasped Dorothy, her heart beating fast and the muscles
of her throat tightening.
“Oh, cricky!” groaned Joe. “He’s gone down.”
It was the steepest and deepest part of the gully. Not a sound
came up from the huge drift into which the smaller boy had evidently
tumbled—no answer to their cries.

Dorothy and her brothers had scarcely gone out of sight of the
house when Major Dale, looking from the broad front window of his
room, beheld a figure plowing through the heaped up snow and in at
the gateway of The Cedars. It was not Nat and it was not Ned; at first
he did not recognize the man approaching the front door at all.
Then he suddenly uttered a shout which brought the housemaid
from her dusting in the hall.
 “Major Dale! what is it, please? Can I do anything for you?” asked
the girl, her hand upon her heart.
“Great glory! did I scare you, Mina?” he demanded. “Well! I’m
pretty near scared myself. Leastways, I am amazed. Run down and
open the door for Mr. Knapp—and bring him right up here.”
“Mr. Knapp!” cried the maid, and was away on swift feet, for Garry
had endeared himself to the serving people as well as to the family
during his brief stay at The Cedars.
The young man threw aside his outer clothing in haste and ran
upstairs to the major’s room. Dorothy’s father had got up in his
excitement and was waiting for him with eager eyes.
“Garry! Garry Knapp!” he exclaimed. “What has happened? What
has brought you back here, my dear boy?”
Garry was smiling, but it was a grave smile. Indeed, something
dwelt in the young man’s eyes that the major had never seen before.
“What is it?” repeated the old gentleman, as he seized Garry’s
hand.
“Major, I’ve come to ask a favor,” blurted out the Westerner.
“A favor—and at last?” cried Major Dale. “It is granted.”
“Wait till you hear what it is—all of it. First I want you to call our
bargain off.”
“What? You don’t want to sell your ranch?” gasped the major.
“No, sir. Things have—well, have changed a bit. My ranch is
something that I must not sell, for I can see a way now to work it
myself.”
“You can, my boy? You can develop it? Then the bargain’s off!”
cried the major. “I only want to see you successful.”
“Thank you, sir. You are more than kind—kinder than I have any
reason to expect. And I presume you think me a fellow of fluctuating
intentions, eh?” and he laughed shortly.
 “I am waiting to hear about that, Garry,” said the major, eyeing him
intently.
With a thrill in his voice that meant joy, yet with eyes that were
frankly bedimmed with tears, Garry Knapp put a paper into Major
Dale’s hand, saying:
“Read that, Major,—read that and tell me what you think of it.”
 CHAPTER XXX
SO IT WAS ALL SETTLED

“What’s this—what’s this, my boy?” cried the major hastily

adjusting his reading glasses. “A telegram? And from the West, eh?”
“A night letter from Bob Douglas. I got it yesterday morning. I’ve
been all this time getting here, Major. Believe me! the railroads are
badly blocked.”
Major Dale was reading the telegram. His face flushed and his
eyes brightened as he read.
“This is authentic, Garry?” he finally asked, with shaking voice.
“Sure. I know Bob Douglas—and Gibson, the lawyer, too. Gibson
has been in touch with the poor old man all the time. I expect Uncle
Terry must have left the will and all his papers with Gibson when he
hiked out for Alaska. Poor, poor old man! He’s gone without my ever
having seen him again.” Garry’s voice was broken and he turned to
look out of the window.
“Not your fault, my boy,” said the major, clearing his throat.
“No, sir. But my misfortune. I know now that the old man loved me
or he would not have made me rich in the end.”
Major Dale was reading the long telegram again. “Your friend, Mr.
Douglas, repeats a phrase of the will, it is evident,” he said softly.
“Your uncle says you are to have his money ‘because you are too
honest to ever make any for yourself.’ Do you believe that, Garry?”
and his eyes suddenly twinkled.
Garry Knapp blushed and shook his head negatively. “That’s just
the old man’s caustic wit,” he said. “I’ll make good all right. I’ve got
the land, and now I’ve got the money to develop it——”
“Major Dale! Where is Miss Dorothy?”
 “Gone out for a tramp in the snow. I heard her with the boys,” said
the major, smiling. “I—I expect, Garry, you wish to tell her the good
news?”
“And something else, Major, if you will permit me.”
The old gentleman looked at him searchingly. “I am not altogether
sure that you deserve to get her, Garry. You are a laggard in love,”
he said. “But you have my best wishes.”
“You’ll not find me slow that way after this!” exclaimed Garry
Knapp gaily, as he made for the door.
Thus it was that, having traced Dorothy and her brothers from the
house, the young Westerner came upon the site of the accident to
Roger just as the girl and Joe discovered the disappearance of the
smaller boy in the deep drift.
“Run for help, Joe!” Dorothy was crying. “Bring somebody! And
ropes! No! don’t you dare jump into that drift! Then there will be two
of you lost. Oh!”
“Hooray!” yelled Joe at that instant. “Here’s Mr. Knapp!”
Dorothy could not understand Garry’s appearance; but she had to
believe her eyesight. Before the young man, approaching now by
great leaps, had reached the spot they had explained the trouble to
him.
“Don’t be so frightened, Dorothy,” he cried. “The boy won’t
smother in that snowdrift. He’s probably so scared that——”
Just then a muffled cry came to their ears from below in the drifted
gulch.
“He isn’t dead then!” declared Joe. “How’re we going to get him
out, Mr. Knapp?”
“By you and Miss Dorothy standing back out of danger and letting
me burrow there,” said Garry.
He had already thrown aside his coat. Now he leaped well out
from the edge of the gully bank, turning in the air so as to face them
as he plunged, feet first, into the drift.
 It was partially hollowed out underneath—and this fact Garry had
surmised. The wind had blown the snow into the gully, but a hovering
wreath of the frozen element had tempted Roger upon its surface
and then treacherously let him down into the heart of it.
Garry plunged through and almost landed upon the frightened boy.
He groped for him, picked him up in his arms, and the next minute
Roger’s head and shoulders burst through the snow crust and he
was tossed by Garry out upon the bank.
“Oh, Garry!” gasped Dorothy, trying to help the man up the bank
and out of the snow wreath. “What ever should we have done
without you?”
“I don’t see what you’re going to do without me, anyway,” laughed
the young man breathlessly, finally recovering his feet.
“Garry!”
She looked at him almost in fear, gazing into his flushed face. She
saw that something had happened—something that had changed his
attitude toward her; but she could not guess what it was.
The boys were laughing, and Joe was beating the snow off the
clothing of his younger brother. They did not notice their elders for
the moment.
“How——Why did you come back, Garry?” the girl asked directly.
“I come back to see if you would let such a blundering fellow as I
am tell you what is in his heart,” Garry said softly, looking at her with
serious gaze.
“Garry! What has happened?” she murmured.
He told her quietly, but with a break in his voice that betrayed the
depth of his feeling for his Uncle Terry. “The poor old boy!” he said.
“If he had only showed me he loved me so while he lived—and given
me a chance to show him.”
“It is not your fault,” said Dorothy using the words her father had
used in commenting upon the matter.
 They were standing close together—there in the snow, and his
arms were about her. Dorothy looked up bravely into his face.
“I—I guess I can’t say it very well, Dorothy. But you know how I
feel—how much I love you, my dear. I’m going to make good out
there on the old ranch, and then I want to come back here for you.
Will you wait for me, Dorothy?”
“I expected to have to wait much longer than that, Garry,” Dorothy
replied with a tremulous sigh. And then as he drew her still closer
she hid her face on his bosom.
“Lookut! Lookut!” cried Roger in the background, suddenly
observing the tableau. “What do you know about Dorothy and Garry
Knapp doing it too?”
“Gee!” growled Joe, in disgust. “It must be catching. Tavia and old
Nat will get it. Come on away, Roger. Huh! they don’t even know
we’re on earth.”
And it was some time before Dorothy Dale and “that cowboy
person” awoke to the fact that they were alone and it was a much
longer time still before they started back for The Cedars, hand in
hand.

THE END.
 The Dorothy Dale Series
By MARGARET PENROSE
Author of “The Motor Girls Series”
12mo. Illustrated. Price per volume, 75 cents, postpaid.

Dorothy Dale is the daughter of an old Civil War veteran who is

running a weekly newspaper in a small Eastern town. Her sunny
disposition, her fun-loving ways and her trials and triumphs make
clean, interesting and fascinating reading. The Dorothy Dale Series
is one of the most popular series of books for girls ever published.
Dorothy Dale: a Girl of To-day
Dorothy Dale at Glenwood School
Dorothy Dale’s Great Secret
Dorothy Dale and Her Chums
Dorothy Dale’s Queer Holidays
Dorothy Dale’s Camping Days
Dorothy Dale’s School Rivals
Dorothy Dale in the City
Dorothy Dale’s Promise
Dorothy Dale in the West
Dorothy Dale’s Strange Discovery
Dorothy Dale’s Engagement (New)
 The Motor Girls Series
By MARGARET PENROSE
Author of the highly successful “Dorothy Dale Series”

12mo. Illustrated. Price per volume, 75 cents, postpaid.

Since the enormous success of our “Motor Boys Series,” by

Clarence Young, we have been asked to get out a similar series for
girls. No one is better equipped to furnish these tales than Mrs.
Penrose, who, besides being an able writer, is an expert
automobilist.

The Motor Girls

or A Mystery of the Road

The Motor Girls on a Tour

or Keeping a Strange Promise

The Motor Girls at Lookout Beach

or In Quest of the Runaways

The Motor Girls Through New England

or Held by the Gypsies

The Motor Girls on Cedar Lake

or The Hermit of Fern Island

The Motor Girls on the Coast

or The Waif from the Sea

The Motor Girls on Crystal Bay

or The Secret of the Red Oar
The Motor Girls on Waters Blue
or The Strange Cruise of the Tartar

The Motor Girls at Camp Surprise

or The Cave in the Mountain

The Motor Girls in the Mountains (New)

or The Gypsy Girl’s Secret
 THE BASEBALL JOE SERIES
By LESTER CHADWICK

Author of “The College Sports Series”

12mo. Illustrated. Price per volume, 75 cents, postpaid.

BASEBALL JOE OF THE SILVER STARS
or The Rivals of Riverside
In this volume, the first of the series, Joe is introduced
as an everyday country boy who loves to play baseball
and is particularly anxious to make his mark as a
pitcher.
BASEBALL JOE ON THE SCHOOL NINE
or Pitching for the Blue Banner
Joe’s great ambition was to go to boarding school and play on the
school team. He got to boarding school but found it hard to make the
team.
BASEBALL JOE AT YALE
or Pitching for the College Championship
From a preparatory school Baseball Joe goes to Yale University.
He makes the freshman nine and in his second year becomes a
varsity pitcher and pitches in several big games.
BASEBALL JOE IN THE CENTRAL LEAGUE
or Making Good as a Professional Pitcher
In this volume the scene of action is shifted from Yale college to a
baseball league of our central states.
BASEBALL JOE IN THE BIG LEAGUE
or A Young Pitcher’s Hardest Struggle
 From the Central League Joe is drafted into the St. Louis
Nationals. A corking baseball story that fans, both young and old, will
enjoy.
BASEBALL JOE ON THE GIANTS
or Making Good as a Twirler in the Metropolis
How Joe was traded to the Giants and became their mainstay in
the box makes an interesting baseball story.
BASEBALL JOE IN THE WORLD SERIES (New)
or Pitching for the Championship
A story to set the hearts of all baseball fans to thumping wildly. The
rivalry was of course of the keenest, and what Joe did to win the
series is told in a manner to thrill the most jaded reader.
Send for Our Free Illustrated Catalogue
 THE Y.M.C.A. BOYS SERIES
By BROOKS HENDERLEY

12mo. Cloth. Illustrated. Price per volume, 75 cents,

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This new series relates the doings of a wide-awake
boys’ club of the Y.M.C.A., full of good times and
everyday, practical Christianity. Clean, elevating and full
of fun and vigor, books that should be read by every
boy.
THE Y.M.C.A. BOYS OF CLIFFWOOD
or The Struggle for the Holwell Prize
Telling how the boys of Cliffwood were a wild set and how, on
Hallowe’en, they turned the home town topsy-turvy. This led to an
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lads realized what was being done for them, they joined in the
movement with vigor and did all they could to help the good cause.
THE Y.M.C.A. BOYS ON BASS ISLAND
or The Mystery of Russabaga Camp
Summer was at hand, and at a meeting of the boys of the Y.M.C.A.
of Cliffwood, it was decided that a regular summer camp should be
instituted. This was located at a beautiful spot on Bass Island, and
there the lads went boating, swimming, fishing and tramping to their
heart’s content.
THE Y.M.C.A. BOYS AT FOOTBALL (New)
or Lively Doings On and Off the Gridiron
This volume will add greatly to the deserved success of this well-
written series. The Y.M.C.A. boys are plucky lads—clean minded
and as true as steel. They have many ups and downs, but in the end
they “win out” in the best meaning of that term.
 Send For Our Free Illustrated Catalogue

CUPPLES & LEON CO. Publishers New York

 Transcriber’s Notes

pg 10 Changed: Otuside there beside the tracks

to: Outside there beside the tracks
pg 22 Changed: A floorwalked hastened forward.
to: A floorwalker hastened forward.
pg 32 Changed: like the notes of a coloratura sporano
to: like the notes of a coloratura soprano
pg 116 Changed: melodiously a pæn of joy
to: melodiously a pæan of joy
pg 117 Changed: sticking out a touseled head
to: sticking out a tousled head
pg 117 Changed: Jennie Hapgod peered out
to: Jennie Hapgood peered out
*** END OF THE PROJECT GUTENBERG EBOOK DOROTHY
DALE'S ENGAGEMENT ***

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