6 leading US-corporate voices on innovative corporate governance: "Diversity and technology are no longer optional but essential"

GUBERNA celebrates International Women's Day. For this occasion, the Belgian Institute for Directors brought together six American corporate leaders to address one central question: what does effective governance look like when diversity is actively promoted, especially in times of technological disruption and growing societal expectations? As experienced directors and executives, they share insights that go beyond traditional governance. "It's about increasing your impact as a director through self-reflection and growth," says Mayree Clark, one of the corporate directors. Their recommendations - from personal development to technological oversight - provide a concrete roadmap for Belgian directors and SMEs preparing for tomorrow's challenges. 

Mayree

"Exceptional directors evolve from personal achievement to servant leadership."

Mayree Clark

Co-founder of Stanford Women on Boards

1. The Personal Roadmap: Attributes of Exceptional Board Members 

"Exceptional directors evolve from personal achievement to servant leadership," states Mayree Clark, co-founder of Stanford Women on Boards. Together with Linda Riefler, she developed the 'Personal Roadmap', a tool that names seven essential attributes for effective governance: 

  1. Individual purpose: aligning personal motivation with the organisation's mission 

  1. Learning mindset: embracing curiosity and continuous development 

  1. Skilled influence: mastering persuasion without formal authority 

  1. Trusted relationships: building credibility with fellow directors 

  1. Team collaboration: strengthening board cohesion 

  1. Management engagement: striking the right balance between support and challenge 

  1. Frank discussions: fostering open dialogue for better decision-making 

Linda

"The most effective directors listen actively, ask insightful questions, and build trust with management and fellow board members. Success comes from genuine collaboration, always keeping the company's long-term vision at the forefront."

Linda Riefler
Experienced Board Member

2. Operational expertise: beyond CEO experience 
  

The value of practical experience in the boardroom cannot be underestimated, believes Emily Liggett. As CEO and director of both public and private organisations, she observes how operational executives can uniquely bridge strategy and implementation. 

"Hands-on experience helps translate high-level plans into workable reality," says Liggett. "However," she cautions, "former CEOs must embrace their new advisory role. The distinction between operational management and board oversight must be crystal clear." 

This shift in perspective requires: 

  • A focus on asking questions rather than giving directives 

  • The ability to think strategically without getting lost in operational details 

  • A constructive approach which effectively supports and challenges management 

 

3. The 'magic third': when diversity creates real impact 

"As the sole woman on a board, I felt isolated," Liggett shares from experience. "With two women, we could support each other, but it was when there were three women - comprising a third of the nine-person board - that our perspectives became truly integrated into decision-making." 

This 'magic third', a concept Malcolm Gladwell describes, proves crucial for genuine change. New directors, particularly those with diverse backgrounds, strengthen the board by: 

  • Challenging Traditional Norms – Bringing fresh viewpoints that question existing assumptions and drive more innovative governance practices. 

  • Introducing Fresh Market Perspectives – Enhancing the board’s ability to anticipate shifts in consumer behavior, industry trends, and societal expectations. 

  • Expanding Stakeholder Networks – Broadening connections across industries, regulators, and investor groups, leading to better-informed decision-making. 

Ligett

"With three women on board, our role shifted from symbolic to substantial. True diversity is not just about presence—it’s about influence."

Emily Liggett

CEO & Director, diverse Public and Private Organisations

4. From hindsight to foresight: a necessary transition 

Nora Denzel, Lead Independent Director at AMD, identifies a crucial challenge: by spending too much time focusing on the past, boards may be sacrificing valuable time to helping management visualize the future. The NACD Blue Ribbon Commission Report of 2024 confirms this observation. To restore balance, the Commission proposes five concrete strategies: 

  • Agenda Redesign – Prioritize forward-looking discussions at the beginning of meetings, ensuring that strategic foresight is integrated into the board's agenda rather than an afterthought. 

  • Streamline Reporting – Reduce the time spent on historical performance reviews and focus on executive summaries that highlight key insights while maintaining oversight of critical past data. 

  • Scenario Planning – Regularly explore "what-if" situations to stress-test strategies, anticipate potential disruptions, and enhance board adaptability. 

  • External Perspectives – Engage industry experts and technology strategists to challenge assumptions, provide market insights, and introduce innovative thinking. 

  • Strategic Thinking – Make long-term planning a standing agenda item, ensuring accountability for foresight-driven initiatives and their integration into decision-making processes. 

"In today's technological landscape, foresight isn't optional - it's essential," emphasises Denzel. 

 
By incorporating these strategies, boards can enhance their ability to navigate uncertainty, seize emerging opportunities, and maintain a competitive edge while balancing past insights with future-oriented vision. 

 

Denzel

"In today's technological landscape, foresight isn't optional – it's essential. A director must be able to think both strategically and operationally."

Nora Denzel

Lead Independent Director, AMD

5. The venture mindset: innovation as a board responsibility 

Silicon Valley veteran Claudia Fan Munce observes how the startup mentality can benefit established companies. "Boards must actively support innovation," she argues. "This means taking calculated risks and giving management room for experimentation." 

In an era of economic pressure, rapid AI developments, geopolitical uncertainty, and rising ESG expectations, boards must, according to Munce, balance: 

  • Strategic Risk and Governance – Boards must encourage bold thinking while ensuring that risks are assessed and managed effectively, creating a framework where innovation aligns with corporate objectives.

  • Innovation and Oversight – While boards have a duty to oversee management, they must avoid excessive scrutiny that slows down progress. Instead, they should set clear innovation goals and monitor outcomes without micromanaging. 

  • Experimentation and Control – True innovation requires a willingness to test new ideas, pivot when necessary, and learn from failure. Boards should foster a culture of smart risk-taking, ensuring that control mechanisms support, rather than hinder, innovation.  

Claudia

"Oversight must not stifle creativity – boards must facilitate innovation. This means taking calculated risks and giving management room for experimentation."

Claudia Fan Munce

Experienced Board Member

6. Four core questions for effective board culture 

  
Robert Joss, Dean Emeritus of Stanford Graduate School of Business, experienced CEO, board member, and advocate for women in leadership, distils effective board governance into four fundamental questions that every board should regularly address. These questions serve as a guiding framework for keeping a strong board-management dynamic, which is essential for long-term success: 

  1.  Strategy – Do we have a solid strategy, and are we executing it effectively? Boards must ensure that strategic plans are not only well-defined but also adaptable, with clear accountability for implementation. 

  1. Risk & Controls – Is our control system robust enough to identify key risks? Boards play a critical role in overseeing risk management, ensuring that both known and emerging threats are proactively addressed without stifling innovation. 

  1. Talent – Do we have the right people and succession planning in place? Strong leadership pipelines and thoughtful succession planning are crucial to keeping organisational resilience and stability. 

  1. Culture – Are we creating an environment where the right behaviours are encouraged and rewarded? Boards should foster a culture of transparency, integrity, and performance, ensuring that values align with long-term corporate goals. 

 

"Recent McKinsey research indicates that only 30% of directors consider their processes effective," Joss notes. "This demonstrates how complex this seemingly straightforward task is." 

By embedding these questions into their governance approach, boards can build a more effective working relationship with management, creating a culture of accountability, strategic foresight, and long-term value creation. 

Robert

"Recent McKinsey research indicates that only 30% of directors consider their processes effective. This demonstrates how complex this seemingly straightforward task is." 

Robert Joss

Dean Emeritus, Stanford Graduate School of Business

7. Technology in the board: from strategy to practice 

Just as boards have long relied on financial experts to provide ‘air-to-ground’ oversight of corporate finance—an expectation that became more formalized in the early 2000s—they must now ensure the same depth of expertise for technology. ‘We seek what we call air-to-ground expertise,’ says Nora Denzel, Lead Independent Director at AMD. ‘Boards have long had financial experts to navigate complex financial landscapes—now, we need directors who understand technology from top to bottom.’

This expertise must go beyond buzzwords, she emphasises. "A director must be able to think both strategically and operationally. From AI strategy to implementation. From cybersecurity policy to concrete protection." According to Denzel, this isn't a luxury but a necessity. "Those who wait for new regulations or investor pressure are falling behind." 

Practice demonstrates the importance. While all directors should have a basic understanding of technology, specialists who know the details are also needed. 

 

8. The 5 c's: a framework for technology oversight  

As technology governance becomes increasingly critical to corporate success, Nora Denzel, Lead Independent Director at AMD, introduces a practical framework to help boards effectively oversee technological advancements while aligning them with strategic goals. The 5 C’s model ensures that technology oversight is not just an IT function but a core responsibility of the board. 

  1. Clarity – Establish clear principles for technology adoption to guide investment decisions and risk assessments. Boards should define what technologies are critical, why they are needed, and how they align with business strategy. 

  1. Charters – Explicitly assign technology oversight within the board’s structure. This means integrating technology governance into relevant committees—such as risk, audit, or strategy—to ensure accountability and ongoing expertise development. 

  1. Cadence – Implement regular, forward-looking discussions on technology trends and risks. Boards should engage in scenario planning, conduct "blue sky" sessions on disruptive innovations, and ensure technology is a standing agenda item. 

  1. Composition – Ensure broad coverage of technological expertise within the board. This may involve recruiting directors with a deep understanding of digital transformation or providing existing board members with targeted education to enhance their technological literacy. 

  1. Communication – Establish clear and transparent communication about the organisation’s technology strategy, risks, and governance approach. Boards should not only engage with management on these issues but also ensure that investors, regulators, and other stakeholders understand how technology is being managed. 

“Technology oversight isn’t just a technical matter—it’s a strategic necessity,” Denzel emphasises. By adopting the 5 C’s approach, boards can proactively manage technological risks, seize opportunities for innovation, and strengthen their organisation’s long-term resilience. 

A new governance reality 

Modern governance thus revolves around a combination of personal development, diversity, forward thinking, and technological insight. In an era where board responsibilities are becoming increasingly complex, these lessons provide concrete tools for boards seeking to enhance their effectiveness. 

For Belgian directors and boards, these insights offer a roadmap to excellence in governance. The message is clear: diversity and technological competence are no longer optional but essential for successful governance in the 21st century. 

Our contributors: This article is based on insights from six American corporate leaders, compiled by GUBERNA for International Women's Day.