Corporate Governance 4.0: Facing Interdependency and Speed in a Complex World

20 Pages Posted: 14 Jul 2017

See all articles by Yves L. Doz

Yves L. Doz

INSEAD - Strategy

Andrea Cuomo

STMicroelectronics

Date Written: July 5, 2017

Abstract

Corporate governance faces growing criticism and calls for reform and regulation. Of course there are deep differences between governance models and the pressures for change they face. These differences have to be taken into consideration. Reforms and regulatory changes do provide frameworks to improve the standards of corporate governance but they fail to address major new challenges: put simply, speed and interdependency call for new rules of the game between boards and CEOs. Many of the crises we observe between boards and managers result from ignoring these challenges. When change was slow and linear the board‘s main role could be that of financial and fiduciary control, ex-post. Today the board’s role must shift to fostering entrepreneurial development, guiding long-term resource allocation under great uncertainty, setting strategic direction and exercising strategic control under shifting circumstances, a set of demanding responsibilities for which many boards are poorly prepared. This calls for new relationships with management, new priorities in both the choice of CEOs and the composition of the board, and new roles. In this paper we explore these. This paper briefly reviews the challenges of speed and complexity, analyzes their impact on the roles of boards, develops a contingency framework for specifying these roles, and draws some conclusions for governance, management and leadership for the next decade, and how these need to change.

Keywords: Corporate Governance, Board Role in Strategy Making, CEO Selection, Management and Complexity, Board Composition

Suggested Citation

Doz, Yves L. and Cuomo, Andrea, Corporate Governance 4.0: Facing Interdependency and Speed in a Complex World (July 5, 2017). INSEAD Working Paper No. 2017/45/STR. Available at SSRN: https://ssrn.com/abstract=3001847 or http://dx.doi.org/10.2139/ssrn.3001847

Yves L. Doz (Contact Author)

INSEAD - Strategy ( email )

Boulevard de Constance
77305 Fontainebleau
France
(33) (0)1 60 72 42 56 (Phone)
(33) (0)1 60 74 55 60 (Fax)

Andrea Cuomo

STMicroelectronics ( email )

16 Rue Pierre et Marie Curie
Tours, 37100
France

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