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Prof. Dr. Nakiye Boyacıgiller. Dean, School of Management Sabancı University. Prof. Dr. Nakiye Boyacıgiller. Dean, School of Management Sabancı University. Candace Johnson. GBRW Coordinator & Member of Sabancı University International Board of Overviewers. - PowerPoint PPT Presentation
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Prof. Dr. Nakiye Boyacıgiller
Dean, School of ManagementSabancı University
Prof. Dr. Nakiye Boyacıgiller
Dean, School of ManagementSabancı University
Candace JohnsonGBRW Coordinator
&Member of Sabancı University International
Board of Overviewers
Toward a better Corporate Governance for the 21st Century
Candace JohnsonIndependent Women Directors Conference 13/12/12
Agenda
• A few anecdotes from personal experiences on Boards and getting on Boards
• The European Business School/Women on Boards Project
• The Global Board Ready Women searchable database administered by the FT Non Executive Club on LinkedIn with BoardEx
• The Independent Women Director’s Project• The ABC’s of Realizing your Dreams
The SES Board 1988
SES/ASTRA – SES/GLOBAL
• First private TV satellite in Europe ( 1983-1985 )• Monopoly Breaking• Happy Day ( Ann Glover)• The Digital Revolution – Takeover (1993 – 1994)• SES Global (1997/1998 – 2000 )
Being at the top is slippery and dangerous. You must constantly go
Forward and be smarter, quicker, more innovative. Or… you can
Sell out.
Think Big ! The world is yours
• You discovered a way to destroy hunger throughout the world?
• You developed a system to educate the world’s poor?• You implemented a plan to put to work every man
and woman on the planet and to have them remunerated for their work?
• You found a way to provide low cost energy for everyone in the world?
• You found a universal vaccine?
Case Study: SES Global – • Advantages of having no home market – Societe Europeene
des Satellites – SES• Within 8 years of 1st satellite launch – No. 1 in Europe, No. 3 in
the world with IPO• Everyone was happy – except for me !• Sitting Duck for Hostile Take Over, throwing off cash, eat or be
eaten !• The “vision” thing – the next horizon. Becoming No. 1 and
Staying No. 1• Everyone was mad at me – but I was the spirit• 1997 – 2001/2007 – Recognition/Arcelor Mittal
The most dangerous woman in Europe! What goes around comes around
• Keeping true to the vision• Never give up, Never accept no, Never go away –
even when others want you to.• Alone in the Wilderness• More frightened than any time in my life – of the
consequences• Went to the press• Had protectors• Didn’t give in and didn’t give up !
Case Study: Teleport Europe
• 1991 – Opportunity to create European-wide networks for the new enlarged Europe
• Germans, French, Brits – The Germans could only think of how to get the French and Brits out !
• We won all European Wide Networks – had to fight all the national monopolies to do so
• Loral bought 99 % - I still own 1 % !• 100 % American but now totally global –
Serendipity – Hawaii Teleport !
Case Study: Europe Online I – III – 1993- 1996/1998 - 2002
• World’s first Internet-based online service and World’s first Broadband Service – Cloud, Streaming, Downloading, Chatting, VoIP all in one!
• Pearson/Matra-Hachette/Burda/ATT• AOL wanted to buy 40 % - Shareholders said no!• Went Bankrupt/CJ bought not once, but twice !• URL, Patent
IRIDIUM – 1994/1996, 2000 and Today
• World’s first Mobile Satellite Telephony• Beautiful, global concept• Greed • Terrible Business Plan• Went belly-up and I went back to help in 2000
For 9/11 and Katarina, the only communications that
worked. Today is profitable.
Global Telecom Women’s Network - 1993
• The changing culture of communications• Women at the Top then and now – Janice Hughes, Bridget
Cosgrave, Ann Glover, Julie Meyer• Best Business Practices across sectors and countries• Networking, networking, and networking• Vodafone sponsored 10th Anniversary at the ITU with 182
young Telecom Women Entrepreneurs in 2003• At the 3GSM, Qualcomm-sponsored event with new global
applications for Africa and best practices from Asia - WOW• - At 3GSM Asia, the GTWN joined with the GSMA to rid the
world of the Digital Divide
European Business Schools/Women on Boards initiative
• Call to Action• Selection Criteria• Lists of Board Qualified Women• European Initiative has now become Global
GBRW Selection Criteria
• Every application to this closed group is formally assessed and reviewed and only those women who meet the criteria below are accepted. Business Schools and Professional organizations have applied the same criteria for their participating Alumnae and Members. All women on the list must have at least 5 years’ experience in 1 or more of the following roles:
• Chair and/or NED of listed/private corporations• CEO, COO, CFO or other C-suite exec/director level in
listed/private corporations
GBRW Selection Criteria
• Family member and controlling shareholder of boards of large family companies
• Director of government agencies• Director of non-profit orgs• Institutional investment community senior professional• Professional firms senior partner serving boards and
their committees as clients• Leading Academics with relevant experience• Entrepreneur
Independent Women Directors project
• 200 identified women• For boards in Turkey and throughout the
world• A new corporate governance• Transparent• Global• Excellent
The ABC’s of Realizing your Dreams
• A -void negative sources, people, things and habits.
• B -elieve in yourself. • C -onsider things from every angle. • D -on't give up and don't give in. • E -njoy life today: yesterday is gone and
tomorrow may never come. • G -ive more than you planned to give. • H -ang on to your dreams. • I -gnore those who try to discourage you. • J -ust do it! • K -eep on trying, no matter how hard it seems. It
will get better. • L -ove yourself first and foremost. • M -ake it happen. • N -ever lie, cheat, or steal. Always strike a fair
deal.
• O -pen your eyes and see things as they really are.
• P -ractice makes perfect. • Q -uitters never win and winners never quit. • R -ead, study and learn about everything
important in your life. • S -top procrastinating. • T -ake control of your own destiny. • U -nderstand yourself in order to better
understand others. • V -isualize it. • W -ant it more than anything. • X -ccelerate your efforts. • Y -ou are unique of all of Nature's creations.
Nothing can replace you. • Z -ero in on your target, and go for it!!
Going beyond Ideas - Making Global Impact
• Energy – Haves and Have Nots• Environment• Illness and Poverty• Illiteracy• What are your ideas to Save the planet and the
universe?• What is your business plan?• What are the measurable value created?
You can Do IT!
The Power of Believing
• The Power of Believing• Having the confidence to believe • Do not delude yourself or others
BELIEVE and JUST DO IT!
Video Message
Daniela Bankier
European CommissionDirectorate-General for JusticeHead of Unit Gender Equality
Torkel Stiernlöf
Consul GeneralConsulate General in Istanbul, Sweden
Caroline Sundewall• Current board assignments: Lifco AB, Pågen Group, Chairman of Svolder
(listed), Tradedoubler (listed), Mertzig Asset Management, Södra Skogsägarna, Södra Cell AB, Chairman of the Swedish Business Tennis Foundation, Streber Cup
• Previous board assignments: TeliaSonera (listed) 2001-2010, Strålfors (listed) 2003-2009, Swedbank (listed) 2005-2008, AB Electrolux (listed) 2005-2011, SJ AB (state owned) 2010 -2011
• 1980-1985 Banking experience, Corporate Finance and Export Credits, in London and Stockholm
• 1986-1989 Commentator and Analyst at leading financial newspaper and magazines
• 1990-1992 Business Controller at the listed investment company Ratos• 1992- 2001 Business Commentator at several different papers as well as
Swedish National TV and Radio• Since 2001 own business specialized in board assignments, strategic
management consulting & communication
Melsa Ararat, PhD
Sabancı UniversityDirector of Corporate Governance Forum
and Independent Women Directors Project
Independent Women Directors
December 13, 2012
WOMEN ON THE BOARDS OF TURKEY’S LISTED CORPORATIONS
Melsa Ararat, PhD School of Management
WOMEN ON BOARDS AROUND THE WORLD
Source: Kimberly Gladman and Michelle Lamb, GMI Ratings’ 2012Women on Boards Survey(GovernanceMetrics International, 2012)
Hong Kong Thailand
China Australia
New Zealand Malaysia
SingaporeTaiwan
India Indonesia
South Korea Japan
9.00%
8.70%
8.50%
8.40%
7.50%
7.80%
6.90%
6.10%
5.30%
4.50%
1.90%
0.90%
Percentge (%)
WOMEN ON BOARD IN ASIA
USA
Canada
Mexico
Brazil
Chile
16.10%
10.30%
6.80%
5.10%
1.90%
Percentage (%)
WOMEN ON BOARD IN AMERICA
Israel
Kuwait
Bahrain
Qatar
16.50%15.80%
2.70%2.30%
1.00%0.80%
0.30%0.10%
Percentage (%)
WOMEN ON BOARD IN MIDDLE EAST-AFRİCA
WOMEN ON BOARDS IN EUROPE
Source: Kimberly Gladman and Michelle Lamb, GMI Ratings’ 2012Women on Boards Survey (Governance Metrics International, 2012)
Norway Sweden Finland
United KingdomNetherlands
DenmarkFrance
Germany Poland Turkey Ireland
Spain Greece
Switzerland BelgiumAustriaRussia
Italy Portugal
40.10%27.30%
24.50%15.00%
14.00%13.90%
12.70%11.20%
10.80%10.80%
9.50%9.30%
8.80%8.70%
7.70%7.50%
5.90%3.70%
2.30%
Percentage (%)
WOMEN ON BOARD IN EUROPE
TRENDS IN BOARD DIVERSITY IN EUROPE
2003 2004 2005 2006 2007 2008 2009 2010 2011 20120
10
20
30
40
50
60
70
80
90
100
8.5 9 9.8 9.7 10.3 10.7 10.9 11.8 13.6 13.7
Women Men
CHANGE IN WOMEN BOARD MEMBERSHIP IN EUROPE (%)
Source: European Commission, Database on women and men in decison making
WHY BOARDS LACK FEMALE TALENT
• Supply deficiencies• Taste based discrimination • Occupational segregation • Statistical(error based)discrimination
WHY WOMEN ON BOARDS
• Market value and earnings quality• Social Welfare (sustainable and equitable growth) • Human Rights and Justice
SCIENTIFIC EVIDENCE on PERFORMANCE• Gul, Srinidhi and Tsui (2008) ve Srinidhi, Gul and Tsui (2011):
Boardroom gender diversity is positively related to audit effort and earnings quality.
• Adams , Gray, Nowland (2011): Market reaction to female appointees is, on average, positive and significant. The average reaction for female appointees is roughly 2 percent higher than for male appointees after controlling for other appointee characteristics, such as independence, expertise and qualifications. CAR: %2
• Dreber and Johannesson ( 2008); Women were found to lie less frequently than men in order to secure monetary pays
• Adams and Ferreira (2009): Female directors have better attendance behavior at board meetings and male directors have better attendance behavior when boards are diverse
• Kristof (2009) Financial firms are particularly male-dominated and suggests that this may have contributed to the recent poor performance of banks • Adams and Ferreira (2009)
Firms with more monitoring needs may benefit more from female director appointments
SCINTIFIC EVIDENCE ON FIRM BEHAVIOUR
• Adams and Funk (2011): Female directors differ significantly from male directors in survey measures of human values and risk aversion • Adams, Licht and Sagiv (2011) , Female directors are more stakeholder-oriented than male directors • Cohen and Huffman (2007) Gender wage gap for non-managerial workers is lower the greater the representation of women in management • Tate and Yang (2011) An important externality of female corporate leadership is better workplace conditions for women • Andreoni and Vesterlund (2001),Niederle, Segal and Vesterlund (2008), Hogarth,
Karelaia and Trujillo (2011): Women are generally more risk averse, less keen on being exposed to competition, and more altruistic when altruism is expensive
SU SOM RESEARCH on TURKEY
• Ararat, Orbay, Yurtoglu (2011): Independent directors (independence based on company statement) has a negative affect on financial performance
• Ararat, Aksu, Tansel (2012): Board diversity index (gender, nationality, age, education) is positevely correlated with financial performance through better monitoring
CMBT REGULATIONS ON BOARD DIVERISTY AND INDEPENDENCE
Communiqué: 30 December 2011 ve 11 February 2012; Series IV, No: 56 ve 57
Changes in the Corporate Governance Principles• Listed corporations are required to have at least 1/3 independent board members• Listed corporations should have at least one woman on their board or explain why they don’t and what measures they have taken to complywith the principle
WOMEN – MEN BOARD MEMBERSHIP
In ISE Companies 88% of the board members are men where only 12% are women.
Currently among 2766 board members only 320 of them are women.
According to these data; there is 0,77 women board member for each company.
2446
320
WOMEN –MEN BOARD MEMBERSHIP (numeric)
Men
Women
88%
12%
WOMEN -MEN BOARD MEMBERSHIP (%)
Men
Women
FIRMS WITH WOMEN ON THE BOARD
Number of firms with at least one women on the board is 218. Number of firms without any women on the board r is 194.
218194
FIRMS WITH WOMEN BOARD MEMBER (NUMERIC)
Firms Having Women Member
Firms Without Any Women Member
DISTRIBUTION OF FEMALE BOARD MEMBERS
In ISE companies, 56% of the female board members are either family member or shareholder or both. 28% of the female board members are executives either in the company or in the group companies. 16% is independent board members.
There is 0,13 independent female board member for each company.
56%28%
16%
DISTRIBUTION of women board members (%)
Family member/Shareholder
Executive in the com-pany or group companies
Independent member
52
90178
dISTRIBUTION OF WOMEN BOARD MEMBERS (NUMERIC)
Family member/Shareholder
Executive in the com-pany or group companies
Independent member
RATIO OF WOMEN on BOARDS
Among all ISE companies, ratio of women family member/shareholder is 6.44%, ratio of executive women either in the company or the group companies is 3.25% and ratio of independent women members is 1.88 %.
Independent member Executive in the company or group
companies
Family member/Shareholder
1.001.88 3.25 6.44
RATIO OF WOMEN MEMBERS in ALL ISE COMPANIES (%)
WOMEN ON BOARD COMMITTEES
In ISE 38% of female board members (123 member) is also a committee member.
62% of the women are not a member of a committee.
Women in Corporate Governance Committee is 65, in Audit Committee is 54 and women in other committees are 45. One women can be a member of more than one committee.
38%
62%
COMMITTEE MEMBERSHIP OF WOMEN DIRECTORS
Women Member In Committees
Women Not In Committes
Women in Cor-porate Gov. Commiteee
Women in Audit Committee
Women in Other Committees
010203040506070
6554
45
WOMEN DIRECTORS' DISTRIBUTION OF COMMITTEE MEMBERSHIP
INDEPENDENT MEMBERS IN ISE COMPANIES
In ISE companies, number of independent board members are 673. 24,33% of the board members are independent.
Among the independent members 52 (7,73%) of them are women where 621 (92,27%) of them are men.
621
52
INDEPENDENT MEN-WOMEN DIRECTORS (NUMERAL)
Independent Men Directors
Independent Women Directors
92.27%
7.73%
INDEPENDENT MEN-WOMEN DIRECTORS (%)
Independent Men Directors
Independent Women Directors
TREND OF WOMEN BOARD MEMBERS IN ISE 100 COMPANIES
In ISE 100 companies, women board member ratio changes in yearly basis. In 2008 and 2009 women board member ratio is %10.10 , in 2010 the ratio increased to 11.20 and in 2011 women ratio is increased to 12.30. But in 2012 women ratio decreased to 10.02.
2008 2009 2010 2011 20120
4
8
12
16
10.10 10.1011.20
12.30
10.02
TREND OF WOMEN BOARD MEMBER RATIO IN ISE 100 COMPANIES (%)
TREND OF WOMEN BOARD MEMBERS IN ISE 100 COMPANIES
In ISE 100 companies, number of women board member changes in yearly basis. In 2008 and 2009 number of women board member is 53, in 2010 this increased to 57 and in 2011 increased to 58. But in 2012 number of women board members decreased to 54.
2008 yılı 2009 yılı 2010 yılı 2011 yılı 2012 yılı48
52
56
60
53 53
5758
54
TREND OF WOMEN BOARD MEMBERS IN ISE 100 COMPANIES (NUMERAL)
WOMEN IN ISE 30 COMPANIES
In ISE 30 Index companies 20 have at least one female board member. 10 of the index companies have no women on their boards.
Source: Publicly disclosed information, company web sites and KAP – Public Disclosure Platform.
ISE 30 COMPANIES WITH ALLMALE BOARDS
• AKSİGORTA • ASYA KATILIM BANKASI • İHLAS HOLDİNG • KARDEMİR • MİGROS• PETKİM • TÜRK TELEKOM • T. GARANTİ BANKASI • T. HALK BANKASI • T. VAKIFLAR BANKASI
20
10
WOMEN DIRECTORS IN ISE 30 COMPANIES (NUMERAL)
Companies having women directors
Companies without women directors
IWD ADVISORY BOARD MEMBERS
NUR GER
ÖZLEM DENİZMEN
NERİMAN ÜLSEVER
FÜSUN AKKAL BOZOK
AYŞEN SAVCI TAYFUN BAYAZIT
AYŞE YÜKSEL
GÜLDEN TÜRKTAN
ÜMRAN BEBA PİRAYE ANTİKA
LEYLA ALATON
NAKİYE BOYACIGİLLER
LEYLA ŞEN
MELSA ARARAT VAHAP MUNYARHALE TURGAY ORUÇ
Murat Yeşildere
Egon Zehnder InternationalHead of Istanbul Office