This book deals with a much understudied and poorly understood aspect of the role of owners and boards in value creation. While there is abundant guidance on value creation for publicly listed firms and their managers, the role played by owners, and their corporate directors, in value creation and governance has been overlooked. This book aims to fill that gap.
• The first part deals with the mission, and the values and rules pertaining to the governance of the business. These structural elements are fundamental for owners to get right as they pave the way to value creation, or its opposite. They refer to “WHAT” owners have to do. Another element is the formation of the three boards that govern owner-led the owners board, the board of directors, and the management board. • The second part addresses the relational elements that owners must master to effectively manage the social and emotionaldynamics in their enterprise. It deals with the “HOW” of ownership, namely the leadership process that lies at the heart of board work. This process ensures alignment across the three boards and also with stakeholders that is vital to realizing owners’ value creating aims. • Thirdly, the book explores the histories, defining experiences, and talents that define owners and shape their enterprise. It concerns the “WHOM,” namely the identities of owners. It explores the diversity of ownership styles and identifies the critical personal transitions owners must make in their leadership quest. This book offers a practical guide for business aiming for value creation. It also should be of interest to directors and executives of all firms with identifiable ownership, such as entrepreneurial, family, state-owned and private equity firms.
Value Creation for Owners and Directors by Massimo Massa et al. is an excellent companion to the International Directors Programme (IDP) taught at INSEAD. The book is structured in three parts.
Part I explains the Mission-Goals-Strategies-Fundamentals (MGSF) framework, a cornerstone for understanding the role boards are supposed to play in modern corporate governance. The authors cover both owner-led and market-led listed companies and show how the role of the board differs between the two. They call this part of governance the “hardware.”
Part II examines various biases that cloud group decision-making and offers ways to avoid them. These are illustrated with the notorious 1996 Everest disaster (for those interested, see Jon Krakauer’s Into Thin Air). The framework they recommend boards use is abbreviated as OVRxRPxiC: • The team decides on Objectives, Values, and Rules of the game. • Each team member is then assigned a Role, and there is agreement on the Process to be used. • Finally, an individual Commitment from each member is essential.
They then explain Fair Process Leadership (FPL) and its foundations: • Fair play, characterised by the 5 Cs: Communication without fear of retribution, Clarity, Consistency, Changeability, and a Culture of improvement. • Process, characterised by the 5 Es: Engaging stakeholders in framing the problem, Exploring different ways of solving it and eliminating options, Explaining to stakeholders the decision taken and why, Executing the decision, and Evaluating the result. The authors call this part of governance the “software.”
Part III covers what the authors call the “humanware,” illustrated through various examples drawn from the business lives of both family-owned and listed companies