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Inspiratiesessie 'Goed bestuur voor KMOs' - Limburg
GUBERNA General Members Assembly 2023
Jan Van Oost
Gilles Van Lysebeth
GUBERNA National Member Forum 2023
Highlights remuneration report - Remuneration of non-executive directors
I would like to subscribe for GUBERNA Summer School 2021
Governance practices at Flemish intercommunities
European Gender Diversity Barometer: Satisfactory evolution of boards but few women in leadership positions at least in the big indexes
I would like to subscribe for Director Effectiveness 2ème édition 2023
(2011) Monitoring study on the Belgian Code on Corporate Governance
Centre Family Business Governance
Het GUBERNA Centre Family Business Governance helpt familiebedrijven bij het afstemmen van corporate governance op family governance. We begeleiden bedrijfsfamilies op hun voortdurende reis naar goed bestuur.
Wij geloven dat sterke familiebedrijven zijn gebouwd op een solide familiefundament in combinatie met een professionele bestuursstructuur. Wij ondersteunen onze familiebedrijven met toegewijde diensten die hen helpen om waarde op lange termijn te creëren.
Quick Overview
For whom ?
The Centre for Family Business Governance focuses on medium- and large-sized family businesses, where one or more generations of family shareholders work together to shape a sustainable future for their family business.
Different ways to engage with us
The Centre for Family Business Governance has developed extensive expertise in family governance. We offer in-company training for now-gens and next-gens, board evaluations, remuneration benchmarks, reviews of board documents and advice on board composition. We also support corporate families in drafting or updating a family charter.
Activities
GUBERNA, alongside EY and FBN Belgium, is co-organiser and jury member of the annual 'Family Business Award of Excellence', in collaboration with BNP Paribas Fortis and De Tijd / l'Echo.
Regularly, together with GUBERNA knowledge partner Hudson Belgium, the Centre for Family Business organises the 'Family Business Platform'. This is a closed platform for peer exchange between family business representatives for insights and knowledge sharing on (family) governance-specific topics (e.g. remuneration committee, next generation involvement...).
We regularly organise in-company trainings for now-gens and next-gens, and conduct governance evaluations specifically for family businesses. (Reference list can be provided upon request).
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Family Business Award of Excellence
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Family Business Platform
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Research
Publicatons for the centre Family Business
The Centre for Family Business Governance frequently publishes notes and articles on the latest trends in corporate and family governance, translating academic insights into applicable knowledge and practical tools. On the topic of family governance, we work together in academic research projects with, among others, the Research Centre for Entrepreneurship & Family Firms (RCEF, UHasselt) with prof. dr. Wim Voordekkers and prof. dr. Anneleen Michiels, the Expertisecentrum Familiebedrijven VKW-Limburg led by director Koen Hendrix, and prof. dr. Eddy Laveren & prof. dr. Ine Paeleman (Dept. of Accountancy and Financing, UAntwerpen).
We particularly follow the topics of:
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Involving the next gens in family governance and corporate governance
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How family members can impact strategy
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Being a responsible family shareholder
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Long term sustainable value creation
Highlighted Publicaties
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Knowledge Centre
Our knowledge centre keeps board members up to date on the most recent publications and trends concerning good governance. GUBERNA continues to be 'one step ahead'. Our experts continuously carry out relevant research and follow the national and international trends resulting in new additions to our knowledge centre. Thanks to our broad network, you will find a nice balance between theory and practice in our publications.
- One step ahead
- National and international developments
- Balance between theory and practice
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Organisation types and research themes
Our organisation types
Good governance tailor-made to every organisation. GUBERNA chooses a clear segmented approach, tailor-made to your organisation type. Our centres of expertise, developed together with our partners, have lead numerous projects, activities and publicaties specific to these organisation types.
Our research themes
Our research themes play a central role in the Third Wave of Governance.
Publications
In addition to the GUBERNA publications, below you will find an overview of leading Belgian and international codes and publications about good governance. Under the motto "one size does not fit all" you can use the filter function to search for the organisation types and themes most relevant to you.
Trainings
We believe in lifelong learning. That is why we organise various training courses that support directors and company managers in their professional development. Each training comprises a mix of theoretical knowledge, a solid conceptual foundation, complemented by practical experience.
- Gaining knowledge & insights
- Developing skills
- Applying governance competences in practice
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Become GUBERNA Certified Director
Being a professional director is a journey. This is why GUBERNA organises numerous training courses focusing on the transfer of good governance competences. Our open training programme consists of 3 modules that complement each other: Director Effectiveness, Board Effectiveness and Board Simulation.
If you follow these training modules, obtain the corresponding certificates and meet a number of conditions, you can bear the title GUBERNA Certified Director.
Theme Courses
Incompany & Tailor Made Programmes
Does your organisation need a personalised programme on good governance? GUBERNA can also help you with this. Our customised training courses assist your organisation in the professional development of your directors and senior management. Our practice-oriented approach starts from the basic principles of good governance, adapted to your needs and specific situation and taking into account recent developments in good governance. In close consultation, we map out your concrete needs and objectives after which we propose a training programme that meets the specific needs of your organisation.
E-learning
Our online programmes bring you hands-on knowledge and up-to-date information on topics that can inspire and give you tools as a (future) director. All programmes have been created or supported by GUBERNA. You follow them at your own pace, you will find videos, documents and interactive exercises.
Partnerships with academic programmes
KMO-portefeuille
Did you know that you can use the subsidy KMO-portefeuille for our courses?
You can apply using the following code DVL O252357.
Centre Listed Companies
GUBERNA has always had a specific focus on corporate governance in listed companies. Together with our partners EY, VBO FEB, and Allen & Overy, we strive to capture the relevant national and international developments on corporate governance & corporate law and share experiences on implementation of best practices. We help companies find the right balance between compliance and purpose-driven sustainable value creation. In addition, we regularly carry out research and organise activities for listed companies.
Further, GUBERNA is a member of the Belgian Commission for Corporate Governance, and ecoDa (European Confederation of Directors' Associations), which gives us a unique position. Read more about GUBERNA International. In this way, GUBERNA is involved in all relevant Belgian and European corporate governance developments which allows us to let our voice be heard, in Belgium and on a European level.
For whom?
The Centre Listed Companies is the governance partner for Belgian listed companies and their boards. We also provide useful resources for management teams, secretary generals, and advisors of listed companies.
Different ways to engage with us
GUBERNA organises different activities for listed companies. With workgroups, round tables and other events, we dive into and debate on several relevant themes with listed companies. On a yearly basis we organise the Listed Company Day where we zoom in on different innovations and new challenges for listed companies, not just from a legal standpoint, but also broader: economic, social, etc. In addition, GUBERNA has initiated two exchange platforms exclusively for members. The Secretary General Platform is a forum to share experiences related to the the missions of the secretary generals. The Remuneration Platform allows members to share best practices on topics related to board & executive remuneration and the role of the remuneration committee.
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Discover our membership benefits and join our network of over 2.700 governance actors (board members, shareholders, top managers en company leaders).
Publications for Listed Companies
GUBERNA offers valuable publications for listed companies, including a monitoring study on compliance with the Belgian Corporate Governance Code, a report on non-executive directors' remuneration for benchmarking, and a study on sustainable value creation focusing on ESG practices in listed companies.
Highlighted publications
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Services & Tools
The impact of business on people and planet is changing the way we do business. Business models and corporate strategies are therefore being reviewed and rewritten. In addition, directors need to pay more attention to human and environmental capital in addition to achieving hard financial targets. GUBERNA is ready to support directors in this and optimise their board of directors / advisory board. This with an eye on long-term success for every type of organisation.
As a newly public company, the board of Biotalys wanted to establish a baseline for its evaluation of governance. We chose to work with Guberna. The project was very well managed and extremely helpful for the board in assessing strengths and weaknesses and setting a course for future development of its governance. We were very pleased with the outcome.
Partners Centre Listed Companies
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Centre Public Governance
The GUBERNA Centre for Public Governance promotes good governance in public enterprises. Driven by the strong belief that raising awareness and fostering good public governance is a 'must,' the GUBERNA Centre for Public Governance encourages an open debate on public governance.
We achieve this through academic and field research, as well as by organising expert groups, roundtable discussions, and events. This is made possible thanks to the support of our partner, Eubelius.
Quick Overview
For whom?
The GUBERNA Centre Public Governance is aimed at all state owned enterprises in the large sense of the word. This means all business enterprises where the government or state has significant control through full, majority, or significant minority ownership with the pursuit of public policy objectives.
Different ways to engage with us
The Centre Public Governance of GUBERNA has developed extensive expertise in public governance. As a result, we have become known as a reference and as a high-quality partner for topics related to public governance. We offer board evaluations, in-company trainings, remuneration benchmarks, reviews of governance documents, and support state owned enterprises in their board composition. We also respond to specific requests.
Activities
The Centre Public Governance understands the need for networking and information exchange between public companies. Through our Yearly Event Public Governance, services, expert groups, and other activities, we promote the exchange between peers.
GUBERNA was the first to translate the principles of corporate governance to the public sector and today still has a unique and diverse expertise in this field. It is an important knowledge centre offering not only a range of accessible publications, but also a number of useful practical tools and checklists
Highlighted publications
The Centre Public Governance of GUBERNA studied someconducted research on important public governance topics over the years. They can be summarized as follows:
- The role of the state as shareholder and its relationship to the board of directors, management and other stakeholders
- The role of the board and of board members in state owned enterprises
- The composition and functioning of the board of directors, taking into account the specifics of the political context
The publications of the Centre Public Governance on these topics can be found below. The are listed in chronological order.
Publications for Public Governance organisations
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Centre SME Governance
The Centre for SME Governance aims to raise awareness of the importance of good governance for SMEs, start-ups and scale-ups. Good governance is sometimes overlooked but is crucial for sustainable growth. This centre supports SMEs on their path to good governance, taking into account the specific challenges they face at each stage of their growth.
We are convinced that each SME and the challenges it faces are unique. That is why GUBERNA aims to guide entrepreneurs in applying pragmatic, flexible and effective governance policies tailored to their needs.
For whom?
The SME Centre specifically targets SMEs, regardless of their size or number of years in existence, but also focuses on start-ups/scale-ups. The SME Centre targets companies facing a variety of governance challenges.
Activities
The GUBERNA SME Centre is fully aware of the need for networking and sharing experiences. That is why numerous activities are organised to improve and develop the governance level of SMEs, start-ups and scale-ups.
Exciting events take place throughout the year to promote good governance, such as the "Board of the Year", the "Womed Award" or an event specially dedicated to governance in start-ups. The SME Centre will also give the floor to renowned SMEs through themed interviews. Tailor-made trainings and inspiration sessions with our partner BDO will also be organised. Finally, our members will have the opportunity to discover our new digital tools (Governance Maturity Scan and Board Self Evaluation Tool), which allow them to accurately evaluate their level of governance and their board or advisory board.
Different ways to engage with us
Through the SME Governance Centre, GUBERNA wants to optimise the composition and functioning of boards of directors or advisory councils - as they are a prerequisite for a solid company. More generally, GUBERNA also wants to strengthen the foundations of good governance in the world of Belgian SMEs/start-ups/scale-ups, namely by :
- Professional, objective decision-making
- Transparency
- Definition and delegation of powers
- Checks and balances
As a knowledge institute, we try to achieve the above objectives by carrying out an in-depth analysis of the various aspects of good governance in SMEs. The resulting governance themes and challenges are translated into pragmatic advice, practical tools and inspiring events and training sessions. This is done in close cooperation with our partners, drawing on their extensive know-how. The bottom line is that "content inspires networking, networking inspires content".
Services & Tools
There are surplus challenges today to guide your company into the future. Good governance is the basis for this. It is a cockpit that ensures you maintain an overview at all times for the agility of your business.
Publications for SME Governance
The SME Governance Centre aims to provide companies with pragmatic and effective support for their governance processes. As a research institute, the SME Centre's work will include:
Challenges for SME governance in 2024, including the new CSRD and CS3D guidelines and their impact.
A governance toolkit with governance basics for start-ups and scale-ups.
A report on remuneration and best practices for SME directors.
Highlighted publications
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Onze partners
Study about the remuneration of non-executive board members in Belgian non-listed companies (2021)
Centre Social Governance
The GUBERNA Centre Social Governance aims to add value to all types of social profit organisations by using best practices in good governance. The aim of this centre is to be able to offer and apply GUBERNA's governance knowledge to any type of social profit organisation.
Since social profit organisations represent a diverse landscape, GUBERNA tailors initiatives to sectors and types of organisations. The hospital sector, sports sector, cultural sector, etc. are given a specific place within the centre.
For whom?
GUBERNA Centre Social Governance is the governance partner for all Belgian social profit organisations. We hereby reach organisations with a multitude of activities and sub-sectors ranging from hospitals, healthcare and social services to culture, leisure and sports. What unites these sectors is that they all have the goal of creating social added value. By optimising the governance of these organisations, together we seek to increase their impact.
Activities
The Centre Social Governance and its members form a dynamic platform for the exchange of experiences and knowledge transfer in the field of social governance. GUBERNA has developed a pragmatic methodology in approaching social profit organisations that focuses on a proper balance between theoretical concepts, principles on the one hand and best practices, exchange of experiences on the other.
In 2019, GUBERNA's Social Governance Centre launched the "Hospital Governance Forum" with the aim of bringing together GUBERNA members active in the hospital sector. This platform enables members to exchange experiences, best practices and issues related to hospital governance among peers.
Different ways to engage with us
Through the work of the Centre Social Governance, GUBERNA has gained specific knowledge and insights into the application of good governance in social-profit organisations. In addition to research, the Centre Social Governance also offers specific services such as governance evaluations, in-company trainings and governance trajectories. To further address the specific governance issues of the social-profit sector, GUBERNA has also developed a social-profit membership. In this way, GUBERNA aims to serve social enterprises even better.
In order to build trust and maintain integrity, GUBERNA emphasizes the importance of a strong governance framework that aligns with the organization's values and goals.
Webinars corporate governance in the social profit sector
With the support of the Belgian National Lottery and its players, we created a webinar series, each about 20 minutes long. In each video, we and actors active in social profit organisations take a closer look at the essential elements of board governance.
Publications for the social governance centre
GUBERNA's Social Governance Centre has studied a number of important public governance topics over the years. They can be summarised as follows:
- The professionalisation of the board of directors and its members
- The interaction within the board triumvirate
- The governance practices of social profit organisations as inspiration for profit organisations
- The role of stakeholders in organisational governance
- The role of hospital governance, co-governance and network governance in hospital performance
Featured publications
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Centre Financial Sector Governance
The GUBERNA Knowledge Centre Financial Sector Governance provides quality support to our members in the form of board evaluations and internal training around governance. We tailor this support to the specific governance needs of the financial and insurance sectors.
We also develop a specialised educational offer. In particular, the module “boards of directors in the financial sector” in cooperation with Febelfin Academy and Assuralia, endorsed by the National Bank of Belgium and Financial Services and Markets Authority (FSMA) is organised yearly.
For whom?
The Financial Governance centre focuses on all financial institutions, investment funds and insurance institutions that are Belgian or have a Belgian branch.
Different ways to engage with us
In addition to our evaluation services and in-company training, we also develop a specialised training offer. The English-language module "Board of Directors in the financial sector" is organised annually in collaboration with Febelfin Academy and Assuralia. The module is recognised by the National Bank of Belgium (NBB) and the Financial Services and Markets Authority (FSMA) and is revised annually. This module forms the basis for our in-company training courses.
Publications for the centre financial governance
Daarnaast volgen we de ontwikkelingen van de governance regels in deze sector op de voet en streven we naar impact met bv. het Memorandum voor de financiële sector, dat pleit voor meer afstemming en flexibiliteit om zowel nationaal als internationaal tot een gelijk speelveld te komen. We volgen ook alle ontwikkelingen m.b.t. Sustainable Finance en Sustainability Reporting op.
Uitgelichte publicaties
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Services & Tools
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Resilience
Resilience is an important theme in organisations today and in the future, yet it is not something new. We observe resilience time and time again in nature. After million years of being tormented by violent winds, heavy rain and surging rivers, the Gorge du Verdon was shaped into a beautiful canyon. The geological composition of the canyons, strong but not unwavering to external elements, made the Gorge du Verdon what they are today.
In the same way, a resilient board deals with change and crisis effectively, while staying true to the organisation’s purpose. A resilient board combines agility with continuity and organises openness in a proactive but structured way. Instead of resisting the violent winds of change, resilience requires an openness and awareness to external factors, giving way to new possibilities.
Resilient boards adapt to new scenarios. They encourage candid debates and discussions and strive to align interests (read more: The Third Wave of Governance). The openness to speak-up and the curiosity to listen foster high-level problem-solving. Collegiality, instead of dominance, is the norm. This allows room to handle conflicts of interests effectively, moving beyond individualism and towards co-creation and sustainable entrepreneurship.
A resilient board proactively looks for opportunities to take action. Agility, or the ability to move quickly and easily, is needed to act before a critical event occurs. As a result, working preventatively can reduce possible damage and increase business opportunity. For example, focusing on sustainability today will have a positive impact on companies and their communities in the future. This long-term perspective lies at the heart of what it means to be resilient.
To conclude, good governance and resilience are highly intertwined. Dealing with crisis situations effectively requires good governance and agility in business. For example, responding to operational pressures by digitalising services is a sign of good and resilient governance. Companies that innovate tend to be more resilient over time, inventing creative solutions to tomorrow’s challenges. In the same way, defining the roles of key players such as the Board Chair and clarifying procedures are good governance practices that allow boards to be more resilient. Good governance and resilience work hand in hand.
The right moment to implement good governance, is the moment you start thinking about it.
Together with its partner CKV, GUBERNA conducts research on the topic of resilience and governance. In addition, GUBERNA organises ‘Sounding Boards’ (starting in the autumn/winter 2020) to help SME’s that are in a refinancing programme with CKV, set up a resilient advisory board.
Onze partner
Publicaties rond Resilience
ACI Audit Committee Handbook: an essential handbook for board members
Sustainability
Governance has always been a dynamic concept. With the exponential transformations in society today, good governance is needed more than ever. Increased parallel and interactive developments such as a more digital and interconnected society brings with it new ways of collaborating and a fundamental repositioning of human capital.
At the same time a fundamental debate on the responsibility of corporations in society is being opened. At GUBERNA, we truly believe that better governance has a constructive role to play in the transformation of society, in terms of achieving an economically efficient, but also socially equitable and environmentally sustainable performance.
Within the framework of the SDGs or "sustainable development goals", to be achieved by 2030, companies play a decisive and growth-oriented role on the road to a sustainable world. Through GUBERNA’s mission it is clear that we want to have a positive impact on boards, on organisations and on society. Sharing best practices in the field of responsible governance lies at the heart of this mission and we hope, a source of inspiration for many decision-makers.
Governance inherently includes corporate social responsibility as well as ethical and effective leadership. The increasing pressure exerted by multiple stakeholders in terms of sustainable development highlights the role that a director could play in implementing changes that will affect the future of the organisation, but perhaps also the future of all of us.
We observe a rapid increase in the use of non-financial performance measures to decide whether or not to finance or invest in a company. Projects which are considered to have environmental or social risks that are too high consequently could be excluded from funding. The legislative landscape is also changing: EU law already requires large companies to disclose, in a consistent and comparable way, certain information on how they operate and manage social and environmental challenges. Smaller companies, related parties of the economic chain, are also affected by these measures. Companies that do not take these changes into account will become more vulnerable. Informed directors have therefore a strong interest in carefully monitoring these outbreaks; an enlightened governance can be decisive for getting new funding or partnerships.
Moreover, decisions of which the implications have not been carefully considered and concerted in sustainable societal and environmental terms, can ultimately prove to be very detrimental. This could impact the company's assets, which may result in a drop in sales or share value following boycotts or other punitive movements, or even loss of reputation.
The monitoring role of the board now should more systematically integrate the social and environmental responsibility dimension. Ultimately accountable to shareholders for the long-term stewardship of the company, the board of directors should be responsible for the long-term resilience of the company towards changes in the environment. Failure to do so may constitute a breach of the directors' duties. In this respect, directors’ duty of diligence, their right to information and to investigate to that end, will require an increased ability to question sustainable development.
As the new 2020 Belgian Code on Corporate Governance recommends: “The board should pursue sustainable value creation by the company, by setting the company’s strategy, putting in place effective, responsible and ethical leadership and monitoring the company’s performance. In order to effectively pursue such sustainable value creation, the board should develop an inclusive approach that balances the legitimate interests and expectations of shareholders and other stakeholders.”
Aligning stakeholders around a shared project could be a key factor for business success. Integrating sustainable development goals in organisations offers a remarkable asset for business leaders: a common language involving all stakeholders.
Implementing concrete actions that contribute to sustainable development may also be a lever for innovation, notably through innovative partnerships. Such partnerships most often involve collaborations between organisations with different operating modes (public/private, intersectoral,...) and require learning new ways of collaboration and co-creation. These new ways of thinking and acting together, can lead to new opportunities. The board plays an essential role not only in the strategic choice of the right partner, but also in the development of a partnership that is appropriate to the company's objectives, and in ensuring the resources required for its success.
From GUBERNA’s perspective, integrating sustainable development solutions can be challenging for the visionary capacity expected of a board and its leadership role. To empower its members in successfully facing these numerous challenges, GUBERNA specifically tackles the theme of Sustainability in 2020. We do so with a focus on behaviour-oriented content (through education programmes, thematic seminars and conferences, publications, etc), and in concomitance with the themes of Board Dynamics, Innovation and Resilience.
More specifically, convinced that they are a fundamental link in the social and economic system that surrounds us, we oriented our actions towards the social profit sector and SMEs by offering them tailor-made services. In an inclusive approach, we developed accessible membership packages to empower their answers to the governance challenges they are facing.
As pointed out in the Brundtland Report (UN Environment Commission 1987), we think that “Sustainable development must meet the needs of the present without compromising the ability of the future generations to meet their own needs”. To be part of the solution, we are also stepping up our efforts to raise awareness of good governance among young entrepreneurs and start-ups.
Board Dynamics
Looking at the board of directors from the perspective of a collegial decision-making body is a fascinating exercise. In general, more attention is given to the obvious structural aspects of the board of directors such as the size, diversity and independence of the group composition, taking up the role as chairman etc. …
However, the board of directors can create value for the organisation by bringing a limited number of intelligent, expert and experienced board members around the table, led efficiently by a strong chairman and supported by relevant information, for an open and constructive debate about the agenda points. The whole is more than the sum of its parts. In short, we are talking about a magical recipe for effective boards.
Board Dynamics
Boards are composed of individual human beings and every board constitutes a unique combination of characters, skills, competences, virtues, values, drives, fear and joys that generates board specific dynamics.
Winter (2019)
Even though it sounds nice in theory, this is often not the reality. There are numerous anecdotes about all the things that can go wrong in a board of directors, examples of suboptimal, even enigmatic/unexplained decisions. What happens behind the doors of the board room is often concealed. This so-called “black box” of the board of directors intrigues many, has been proven highly controversial, and … gradually seems to reveal its secrets.
The realisation that the board is composed of a ‘group of people’ is gaining more attention. In addition, the board is not just a collection of individuals but a complex social system. Just as with other groups, boards are also susceptible to the pitfalls of group dynamics.
Board dynamics is complex and must take different levels of dynamics into account (individual and group). It is about processes, behaviour and emotions, interaction and influence, power differences, disagreements and conflicts, heuristics and biases, but also trust, cohesion and standards.
Encouraging board dynamics in an appropriate way, starts with acknowledging these underlying dynamics! Therefore, board dynamics is an important theme on the research agenda of GUBERNA. Supported by scientific research GUBERNA hopes to create a greater awareness amongst its members while simultaneously helping them to improve their behavioural skills and giving them the tools they need to succeed.
GUBERNA is convinced that board dynamics, while having the right focus and balance, will have a positive impact on the quality of decision making and on sustainable value creation.