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The Board of Directors is responsible for setting the tone of the companies’ culture so to leverage its capabilities and establishing the scope of its possibilities.


 

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Why tomate®?

At tomate® we deliver a unique, original proposal to our clients from the Corporate Governance world.

tomate® is a simple food on the outside, strong and nourishing on the inside, as it houses a solid structure that protects the essence of the Company and the seeds that ensure its continuity.

tomate® is a source of vitamins where companies come to in order to grow robust and healthy.

tomate® is the simple but perfect ingredient to help vitalize the good functioning of Corporate Governance in the LATAM region.

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Today’s companies and organizations require good corporate governance practices to carry out their purposes.
The kind of negotiation we use in tomate® is based on ensuring good relationships among the parties by investing great effort in it.
Best international and local practices encourage learning by the boards and its members as a necessary way to improve corporate governance.

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In the cyber world, many are attacked but not all are victims. Some organisations emerge stronger. The most cyber-resilient organisations can respond to an incident, fix the vulnerabilities and apply the lessons to strategies for the future. A key element of their resilience is governance, a task that falls to the board of directors.

To learn more about the challenges of governing a cyber-resilient organisation, The Economist Intelligence Unit (EIU) conducted a global survey, sponsored by Willis Towers Watson, of 452 large-company board members, C-suite executives and directors with responsibility for cyber-resilience. 

Among the findings:

  • In the past year, a third of the companies surveyed experienced a serious cyber-incident — one that disrupted operations, impaired financials and damaged reputations — and most placed high odds on another one in the next 12 months.
  • Many companies lack confidence in their ability to source talent and develop a cyber-savvy workforce. 
  • Executives cite the size of the financial and reputational risk as the most important reason for board oversight.

To read the full article click the following link https://bit.ly/2OSVr9v  

PROMINENT ITEMS ON BOARD AGENDAS IN 2017

Author: Phil Festa - Director of Non-Executive Engagement

Huntswood*

We recently conducted a survey of non-executive directors and company secretaries working in the financial services sector to determine which issues and topics are on their agendas for 2017.
The results of the survey are in – and for the second year running, culture comes out on top, with financial crime and fraud also being key areas of focus. Here, we provide an overview of the results.

OVERVIEW OF THE RESULTS

Our study asked recipients to identify topics they thought would be relevant to their role over the next 12 months.

Over 86% said culture was key for the boards with which they are involved
Nearly all respondents in the retail banking and building societies sector rated culture as a significant topic for discussion. In probing this issue further, we found that non-executives and company secretaries want to understand the role that they and their colleagues should be playing in delivering the right culture internally and externally, and how it can be tracked and measured.

79% of respondents saw governance and accountability as a key issue
The way individuals must respond to the increase in accountability being implemented across many areas of financial services is still an important area of consideration; especially given the imminent extension of the Senior Managers Regime (SMR) across financial services. How accountabilities and responsibilities should be apportioned at non-executive level is anticipated to be a recurring topic of conversation for 2017.

74% viewed technology and innovation (including digital) as key areas of focus
How technology can be channelled to deliver better customer outcomes across the financial services sector is a talking point for many of those surveyed. From the use of robo-advice to engaging better with customers using their channels of choice, and from dealing with complaints on social media to streamlining processes, respondents are interested in the potential for technology to improve the way their organisation works.

Financial crime was a prominent area of interest for 67% of respondents
An emerging theme for this year is financial crime (including the issues of fraud, money laundering, politically exposed persons and sanctions, bribery and corruption, and terrorist financing) and fraud (including scams and cybercrime).  Feedback from non-executives and company secretaries highlighted that while boards recognise the impact and risk represented by fraud and financial crime, they are looking to establish firm actions for dealing with it.

At 42%, general data protection regulation (GDPR) has emerged as a theme of increasing focus
How and why personal data is processed, plus best practice maintenance of personal data records and processing activities were cited as areas of concern by those surveyed. Boards want to understand the impact of GDPR on their business and what they can do to be ready for the changes coming in 2018.
Other topics of note included remuneration and incentivisation (56%) and vulnerable customers (44%); specifically how to approach both of these areas in terms of delivering good customer outcomes. 

                                                                "blog"

THE FULL BREAKDOWN OF SURVEY RESULTS:

 

As a result of the increasing focus on their conduct and the extra accountability apportioned to them in the modern regulatory landscape, non-executives and company secretaries are required to understand what’s going on in their organisations to a much more granular level.
From increasing their awareness of exactly how internal culture contributes to customer satisfaction, to finding proportionate ways to manage financial crime risk, it’s clear 2017 will continue to challenge non-executives’ understanding.

* Huntswood is a resourcing & consultancy firm specialising in Governance, Risk & Compliance.

 

 

 

 

 

 

 

 

Federer

It is quite amazing to see Federer 2017 play, not only because of his actual staying power, but because he is playing differently, maybe better than ever, surprising his opponents. He moves a few meters further inside the court something that allows him to use his right and backhand with notable fluidity, and struck the ball continuously during its bouncing back path. The SABR in English, that means “Sneak Attack By Roger”, was the shy prelude of its new way of playing, in particular when he attacks his rival’s second serve. Is what we call “anticipation”.

What is this “anticipation” based on? Just as in other spaces such as management techniques, anticipation requires to adopt “good practices” and also those that we call “new practices”.

Among the “good practices” from Federer are: (a) the choice of the best trainer possible for his current strategy. Today, it is the Croatian Ivan Ljubicic, successor of the talented Stefan Edberg; (b) to expand the diameter of his tennis racket in almost 15 centimetres, allowing him to connect with greater precision with the impact area; (c) having had some operations made to his back to ease his pains; and (d) having a good quality physical and mental rehabilitation.

Among the “new practices” - that exist only when the right emotion is expressed - have been, I believe, curiosity and being able to observe him reflectively, without needing the approval of others for his new way of living tennis.

Beyond the great tennis level that Roger Federer has given us for almost two decades, his sport career perfectly reflects what a human being is able to achieve if he uses the correct emotion. A wider potential that all good management should also consider when anticipating the opportunities, is to avoid risks, to create value and give stimulus to the General Manager in the achievement of the proposed goals.

The road traced by this great champion reveals, as well, that as the years go by, it is possible to contribute with a wider and sometimes wiser vision of things. They say that the character of young Roger showed a very low tolerance to frustration, giving him repeated tantrums, even making him not to want to take his rackets for weeks or months.

It has been said that the great fear of a human being is not related to his shadows but to his bright side: “It is our light, not our darkness what scares us most (...) We were made to be able to shine, to manifest the glory within us” (Nelson Mandela). For this reason, even though age is not a necessary or unique requirement to form a good corporate government, board members are, in general, people that are older.

Reflections on women in leadership

June Singer writes: “A wise person once said the goal of the masculine principle is perfection and the goal of the feminine principle is completion. If you are perfect, you cannot be complete, because you must leave out all the imperfections of your nature. If you are complete, you cannot be perfect, for being complete means you contain good and evil, right and wrong, hope and despair”. Perhaps what we need is balance.

I grew up in the eighties when the available role models for a women leader were still very limited… we had few women in politics, few women leading companies, just a handful in leadership positions. Margaret Thatcher, the iron woman, was the iconic female figure of the moment, who was admired for being strong and hard, highly identified with more masculine principles.

I studied Civil Engineering where I also learned to cultivate more masculine aspects of my identity, such as a strong problem-solving capacity, analytical skills and the need to achieve.

If I could bring an image of the characteristics that I cultivated at that time, I would say they were those of Disney´s character Mulan, a young girl who masquerades as a man to be considered an equal among the Samurai. Perhaps many women had to do the same thing to enter the business world at that time, disguising feminine aspects of themselves that seemed of little use: such as emotional connection and empathy.

I wonder how much feminine talent is being wasted on these disguises… especially when companies so desperately need empathy nowadays.

After working a few years in Chile, I traveled to the United States to get my Master´s Degree. The advantage of living in a country with less discrimination and more female role models is that you also stop underestimating yourself, and go for the challenges once others look at you as an equal. Working in the United States I honed my competitive edge and learned very quickly that it was better to ask forgiveness than permission, otherwise you will get behind. It´s interesting how many women willingly accept to follow rules that didn’t invent for them and are not even in their favor.

However, when you only enhance masculine aspects of yourself (something that also happens to men), leaving behind all the feminine aspects, there is a risk of becoming a character that even doesn’t seem human. Somehow I got the message that in order to be appreciated as a professional I must become the perfect version of myself, knowing all the answers, and above all not showing any weakness, especially if you aspire to be a “leader” of some sort.

Leaders with so much desire for perfection are exhausting for themselves and for the rest. It is as if they were walking with glasses that only see what is missing. You look at your partners and what stands out most is what they do wrong. You are almost incapable of giving positive feedback, not because you don’t want to but because you can hardly see the positive in somebody. We meet once a year only to complain of our performance gaps, with a single focus on numbers (17% of loss, 80% of KPI completion, numbers only) and forget to celebrate how much we have learned.

We are not going to have better leadership if we have such narrow views of what leadership is all about. To see beyond the unique style of leadership, we need the feminine that opens up our way of seeing the world to include other ways of leading. The reason we have the same type of leaders in almost all organizations, is because they get chosen among the same pool of people, they give each other awards of leadership achievements, and the inbreeding continues, so we produce the same results of the past and perpetuate the status quo.

For the old world that was less complex, more linear, the traditional model of leadership had its usefulness. But for the world that is unfolding now, it is incomplete. The old model lacks a lot of humanity and balance, lacks empathy and relationship, and lacks inclusion and care for the collective, the ecosystem, and life itself. In short, it lacks the feminine aspects of life. And I do not necessarily mean more women in leadership positions, which is a first step, but a new way of thinking and feeling for women and men in leadership where everyone takes care of results and people, where there is a balance between caring for the environment and business, where you go seeking external achievements and also enhancing your freedom to measure your own principles.

cycle

Many of the failures that have surprised markets concerning boards of directors being considered professionally solid and well reputed, may be explained, I believe, by the superlative dimension given to the materials and information processes, neglecting the primary gear by excellence: the process of people.

More than four decades ago, Peter Drucker pointed out that boards of directors did not work. The verdict – state his followers – encouraged changes, initially attacked by the corporate establishment, which allowed the development of meeting spaces for the different hierarchical levels of the organizations.

In the crisis the companies are experiencing today, there is an element that is repeated: the resistance of their boards to integrate the process of people in their power structures, considering, perhaps through ignorance, that they would seriously affect their authority. They fear, definitively, sharing part of their jurisdiction with the vision of people hierarchically dependents. But the interaction among the directors, executives and employees gives sense to the process of people, preponderant factor in the culture of a company.

Are not the procedures or rules that motivates human behavior, but the meaning each individual gives to his own action. We proceed according to our own interpretation of what is pertinent and valid to do given each situation. Thus, what inspires and gives sense to the individual and/or collective actions in an organization, are the consistent practices of its board members; and these, at the same time, reveal the priorities of the board of directors, later transformed into culture. Those values constitute the principles guiding the
employees, under such parameters they adequate their actions and behaviors. For this reason, there are organizations in which corruption manifests and not in others.

Industrial and cyber engineering are necessary to control machines and data, but are insufficient to rule people. When the corporate power structure is based on the reverential obedience and this, for different reasons, loses its force, only hope of preserving what there is… until it drops. Then, it often appears, short term quick wins pondering above sustainable results.

It is the board of director’s task to “set the tone” with which the company relates with itself, with its clients, suppliers and competitors; the way of building and destroying alliances, and its way of doing businesses. The already mentioned, in accordance with the basic definitions of its company culture, changing all that is alien or extemporaneous to it.

Just then, we will be taking charge of the processes of people with visibility and focus to create actual economic and effective value. This process involves quality time and resources. But, previously, it demands introspection, the willingness to change and the conviction of its huge business and corporate benefits. t.

By definition, B Corps have a three-dimensional DNA, being concerned not only with economic results, but also with social and environmental matters.

Traditional boards of directors assume a fiduciary duty that is related with loyalty and care: loyalty, by treating every shareholder in equal conditions; and care, by safeguarding their economic interests. Therefore, the success of a traditional company is measured by the economic value provided its shareholders or owners.

On the other hand, B Corps measure success using a wider array of long-term indicators, since elements relating to social and environmental welfare are incorporated into the economic variable and their impact necessarily becomes apparent over a longer period of time. Here, the demand for loyalty and care must explicitly integrate those three dimensions and their boards of directors are responsible for incorporating a particular tone in the culture of the managed organization and ensure consistency with the principles involved.

¿How can this purpose be achieved?
B Corps have structured their boards of directors in the traditional manner. They are made up of five to nine members who meet every month and whose agendas do not differ from the common corporate practices. In addition, they share the common belief that making a good board of directors considers habitual standards, beyond the fact that the company they manage declared as their purpose to not only maximize shareholders’ profits but to leave their mark at the social and environmental levels as well.

Now then, the functioning of a board of directors is measured by its ability to safeguard the particular purpose of the company and to orient its strategic decisions. This exercise is done in a collegiate manner in order to input multiple points of view and foster interaction of its members through foresight capabilities, which are complementary to those of the general manager, oriented to action. The understanding of the functioning of the board of directors as a high performance team, obliges its members to interact in such a way that each one must personally know from where the other board member speaks and observes and where the reciprocal confidences allow to share their points of view to anticipate. In this space of conversation personal vulnerability becomes an attribute for creating collective intelligence.

To achieve this kind of functioning, a board of directors requires time and resources. Accordingly, I believe that the directors of B Corps that, generally are not abundant in resources, must consider having a reduced number of board members.

Today this is far from reality since the B Corps, the same as many traditional companies, have transformed the own space of the board of directors for convoking professional with the ability to generate networking, relationships or to gather financing, for example, changing the scope of the corporate government for executive committees that respond to short term needs.

The coherence of being a B Corp gives more responsibility to its board members who, apart from being legally accountable to their shareholders in relation with the financial results, must take care that the organization generate a strong impact socially and environmentally.

COLLABORATION WITH THIRD PARTIES

tomate® has developed collaboration relationships with persons and companies that, sharing basic styles and tenets, complement our value offer for the development of the corporate governance practices.

parteners home

tomate.club®

En tomate.club® estamos convencidos que lo que “la lleva” en nuestro siglo, son las relaciones. Las organizaciones están formadas por personas y, dentro de su individualidad como seres humanos, debemos potenciar su desarrollo, entendimiento, formas relacionales; en definitiva, lo humano.

The Paradigma Commitment

The Paradigma Commitment [TPC] is a company based in Monterrey, Mexico. The company started operations in 2000 with the following areas of expertise:

  • Strategic alignment and mobilization
  • Redesigning business processes and value networks
  • Executive leadership and development
  • Administrating innovation

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