Prof. Dr. Nakiye Boyacıgiller
Dean, School of Management
Sabancı University
Prof. Dr. Nakiye Boyacıgiller
Dean, School of Management
Sabancı University
Candace Johnson
GBRW Coordinator
&
Member of Sabancı University
International Board of Overviewers
Toward a better Corporate
Governance for the 21st Century
Candace Johnson
Independent Women Directors
Conference 13/12/12
Agenda
• A few anecdotes from personal experiences
on Boards and getting on Boards
• The European Business School/Women on
Boards Project
• The Global Board Ready Women searchable
database administered by the FT Non
Executive Club on LinkedIn with BoardEx
• The Independent Women Director’s Project
• The ABC’s of Realizing your Dreams
The SES Board 1988
SES/ASTRA – SES/GLOBAL
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First private TV satellite in Europe ( 1983-1985 )
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Monopoly Breaking
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Happy Day ( Ann Glover)
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The Digital Revolution – Takeover
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SES Global (1997/1998 – 2000 )
(1993 – 1994)
Being at the top is slippery and dangerous. You must constantly go
Forward and be smarter, quicker, more innovative. Or… you can
Sell out.
Think Big ! The world is yours
• You discovered a way to destroy hunger
throughout the world?
• You developed a system to educate the world’s
poor?
• You implemented a plan to put to work every
man and woman on the planet and to have them
remunerated for their work?
• You found a way to provide low cost energy for
everyone in the world?
• You found a universal vaccine?
Case Study: SES Global –
• Advantages of having no home market – Societe
Europeene des Satellites – SES
• Within 8 years of 1st satellite launch – No. 1 in Europe,
No. 3 in the world with IPO
• Everyone was happy – except for me !
• Sitting Duck for Hostile Take Over, throwing off cash,
eat or be eaten !
• The “vision” thing – the next horizon. Becoming No. 1
and Staying No. 1
• Everyone was mad at me – but I was the spirit
• 1997 – 2001/2007 – Recognition/Arcelor Mittal
The most dangerous woman in Europe!
What goes around comes around
• Keeping true to the vision
• Never give up, Never accept no, Never go away –
even when others want you to.
• Alone in the Wilderness
• More frightened than any time in my life – of the
consequences
• Went to the press
• Had protectors
• Didn’t give in and didn’t give up !
Case Study: Teleport Europe
• 1991 – Opportunity to create European-wide
networks for the new enlarged Europe
• Germans, French, Brits – The Germans could only
think of how to get the French and Brits out !
• We won all European Wide Networks – had to
fight all the national monopolies to do so
• Loral bought 99 % - I still own 1 % !
• 100 % American but now totally global –
Serendipity – Hawaii Teleport !
Case Study: Europe Online I – III – 19931996/1998 - 2002
• World’s first Internet-based online service and
World’s first Broadband Service – Cloud,
Streaming, Downloading, Chatting, VoIP all in
one!
• Pearson/Matra-Hachette/Burda/ATT
• AOL wanted to buy 40 % - Shareholders said no!
• Went Bankrupt/CJ bought not once, but twice !
• URL, Patent
IRIDIUM – 1994/1996, 2000 and Today
• World’s first Mobile Satellite Telephony
• Beautiful, global concept
• Greed
• Terrible Business Plan
• Went belly-up and I went back to help in 2000
For 9/11 and Katarina, the only communications that
worked. Today is profitable.
Global Telecom Women’s Network - 1993
• The changing culture of communications
• Women at the Top then and now – Janice Hughes, Bridget
Cosgrave, Ann Glover, Julie Meyer
• Best Business Practices across sectors and countries
• Networking, networking, and networking
• Vodafone sponsored 10th Anniversary at the ITU with 182
young Telecom Women Entrepreneurs in 2003
• At the 3GSM, Qualcomm-sponsored event with new global
applications for Africa and best practices from Asia - WOW
• - At 3GSM Asia, the GTWN joined with the GSMA to rid the
world of the Digital Divide
European Business Schools/Women on
Boards initiative
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Call to Action
Selection Criteria
Lists of Board Qualified Women
European Initiative has now become Global
GBRW Selection Criteria
• Every application to this closed group is formally
assessed and reviewed and only those women who
meet the criteria below are accepted. Business Schools
and Professional organizations have applied the same
criteria for their participating Alumnae and Members.
All women on the list must have at least 5 years’
experience in 1 or more of the following roles:
• Chair and/or NED of listed/private corporations
• CEO, COO, CFO or other C-suite exec/director level in
listed/private corporations
GBRW Selection Criteria
• Family member and controlling shareholder of
boards of large family companies
• Director of government agencies
• Director of non-profit orgs
• Institutional investment community senior
professional
• Professional firms senior partner serving boards
and their committees as clients
• Leading Academics with relevant experience
• Entrepreneur
Independent Women Directors project
• 200 identified women
• For boards in Turkey and throughout the
world
• A new corporate governance
• Transparent
• Global
• Excellent
The ABC’s of Realizing your Dreams
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A -void negative sources, people, things and
habits.
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O -pen your eyes and see things as they really are.
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P -ractice makes perfect.
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B -elieve in yourself.
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Q -uitters never win and winners never quit.
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C -onsider things from every angle.
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D -on't give up and don't give in.
R -ead, study and learn about everything
important in your life.
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E -njoy life today: yesterday is gone and
tomorrow may never come.
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S -top procrastinating.
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T -ake control of your own destiny.
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G -ive more than you planned to give.
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H -ang on to your dreams.
U -nderstand yourself in order to better
understand others.
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I -gnore those who try to discourage you.
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V -isualize it.
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J -ust do it!
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W -ant it more than anything.
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K -eep on trying, no matter how hard it seems. It •
will get better.
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L -ove yourself first and foremost.
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M -ake it happen.
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N -ever lie, cheat, or steal. Always strike a fair
deal.
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X -ccelerate your efforts.
Y -ou are unique of all of Nature's creations.
Nothing can replace you.
Z -ero in on your target, and go for it!!
Going beyond Ideas - Making Global Impact
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Energy – Haves and Have Nots
Environment
Illness and Poverty
Illiteracy
What are your ideas to Save the planet and the
universe?
• What is your business plan?
• What are the measurable value created?
You can Do IT!
The Power of Believing
• The Power of Believing
• Having the confidence to believe
• Do not delude yourself or others
BELIEVE and JUST DO IT!
Video Message
Daniela Bankier
European Commission
Directorate-General for Justice
Head of Unit Gender Equality
Torkel Stiernlöf
Consul General
Consulate General in Istanbul, Sweden
Caroline Sundewall
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Current board assignments: Lifco AB, Pågen Group, Chairman of Svolder
(listed), Tradedoubler (listed), Mertzig Asset Management, Södra
Skogsägarna, Södra Cell AB, Chairman of the Swedish Business Tennis
Foundation, Streber Cup
Previous board assignments: TeliaSonera (listed) 2001-2010, Strålfors
(listed) 2003-2009, Swedbank (listed) 2005-2008, AB Electrolux (listed)
2005-2011, SJ AB (state owned) 2010 -2011
1980-1985 Banking experience, Corporate Finance and Export Credits, in
London and Stockholm
1986-1989 Commentator and Analyst at leading financial newspaper and
magazines
1990-1992 Business Controller at the listed investment company Ratos
1992- 2001 Business Commentator at several different papers as well as
Swedish National TV and Radio
Since 2001 own business specialized in board assignments, strategic
management consulting & communication
Melsa Ararat, PhD
Sabancı University
Director of Corporate Governance
Forum and Independent Women
Directors Project
WOMEN ON THE BOARDS OF TURKEY’S LISTED CORPORATIONS
Melsa Ararat, PhD
School of Management
Independent Women Directors
December 13, 2012
WOMEN ON BOARDS AROUND THE WORLD
WOMEN ON BOARD IN AMERICA
WOMEN ON BOARD IN ASIA
Chile
Japan
Brazil
0.90%
South Korea
Mexico
1.90%
Indonesia
4.50%
India
10.30%
16.10%
Percentage (%)
6.90%
Malaysia
6.80%
USA
6.10%
Singapore
5.10%
Canada
5.30%
Taiwan
1.90%
7.80%
New Zealand
7.50%
Australia
8.40%
China
WOMEN ON BOARD IN MIDDLE EAST-AFRİCA
8.50%
Thailand
8.70%
Hong Kong
9.00%
Percentge (%)
Source: Kimberly Gladman and Michelle Lamb, GMI Ratings’
2012Women on Boards Survey(GovernanceMetrics International,
2012)
Saudi Arabia
0.10%
Qatar
0.30%
United Arab…
0.80%
Bahrain
1.00%
Oman
2.30%
Kuwait
2.70%
South Africa
Israel
Percentage (%)
15.80%
16.50%
WOMEN ON BOARDS IN EUROPE
WOMEN ON BOARD IN EUROPE
Portugal
Italy
Russia
Austria
Belgium
Switzerland
Greece
Spain
Ireland
Turkey
Poland
Germany
France
Denmark
Netherlands
United Kingdom
Finland
Sweden
Norway
2.30%
3.70%
5.90%
7.50%
7.70%
8.70%
8.80%
9.30%
9.50%
10.80%
10.80%
11.20%
12.70%
13.90%
14.00%
15.00%
24.50%
27.30%
40.10%
Percentage (%)
Source: Kimberly Gladman and Michelle Lamb, GMI Ratings’ 2012Women on Boards Survey (Governance Metrics
International, 2012)
TRENDS IN BOARD DIVERSITY IN EUROPE
CHANGE IN WOMEN BOARD MEMBERSHIP IN EUROPE (%)
100
90
80
70
60
50
40
30
20
10
0
8.5
9
9.8
9.7
10.3
10.7
10.9
11.8
13.6
13.7
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
Women
Men
Source: European Commission, Database on women and men in decison making
WHY BOARDS LACK FEMALE TALENT
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Supply deficiencies
Taste based discrimination
Occupational segregation
Statistical(error based)discrimination
WHY WOMEN ON BOARDS
• Market value and earnings quality
• Social Welfare (sustainable and equitable growth)
• Human Rights and Justice
SCIENTIFIC EVIDENCE on PERFORMANCE
• Gul, Srinidhi and Tsui (2008) ve Srinidhi, Gul and Tsui (2011):
Boardroom gender diversity is positively related to audit effort and earnings
quality.
• Adams , Gray, Nowland (2011):
Market reaction to female appointees is, on average, positive and significant.
The average reaction for female appointees is roughly 2 percent higher than
for male appointees after controlling for other appointee characteristics, such
as independence, expertise and qualifications. CAR: %2
• Dreber and Johannesson ( 2008);
Women were found to lie less frequently than men in order to secure
monetary pays
• Adams and Ferreira (2009):
Female directors have better attendance behavior at board meetings and
male directors have better attendance behavior when boards are diverse
• Kristof (2009)
Financial firms are particularly male-dominated and suggests that this may
have contributed to the recent poor performance of banks
• Adams and Ferreira (2009)
Firms with more monitoring needs may benefit more from female director
appointments
SCINTIFIC EVIDENCE ON FIRM BEHAVIOUR
• Adams and Funk (2011):
Female directors differ significantly from male directors in survey measures
of human values and risk aversion
• Adams, Licht and Sagiv (2011) ,
Female directors are more stakeholder-oriented than male directors
• Cohen and Huffman (2007)
Gender wage gap for non-managerial workers is lower the greater the
representation of women in management
• Tate and Yang (2011)
An important externality of female corporate leadership is better workplace
conditions for women
• Andreoni and Vesterlund (2001),Niederle, Segal and Vesterlund (2008), Hogarth,
Karelaia and Trujillo (2011):
Women are generally more risk averse, less keen on being exposed to
competition, and more altruistic when altruism is expensive
SU SOM RESEARCH on TURKEY
• Ararat, Orbay, Yurtoglu (2011):
Independent directors (independence based on company statement)
has a negative affect on financial performance
• Ararat, Aksu, Tansel (2012):
Board diversity index (gender, nationality, age, education) is positevely
correlated with financial performance through better monitoring
CMBT REGULATIONS ON BOARD
DIVERISTY AND INDEPENDENCE
Communiqué: 30 December 2011 ve 11 February 2012; Series IV, No: 56 ve 57
Changes in the Corporate Governance Principles
• Listed corporations are required to have at least 1/3 independent
board members
• Listed corporations should have at least one woman on their board
or explain why they don’t and what measures they have taken to comply
with the principle
WOMEN – MEN BOARD MEMBERSHIP
320
Men
Women
2446
12%
Men
Women
88%
 In ISE Companies 88% of the
board members are men where
only 12% are women.
 Currently among 2766 board
members only 320 of them are
women.
 According to these data; there is
0,77 women board member for
each company.
FIRMS WITH WOMEN ON THE BOARD
Firms Having Women
Member
194
218
Firms Without Any
Women Member
Number of firms with at least one women on the board is 218.
Number of firms without any women on the board r is 194.
DISTRIBUTION OF FEMALE BOARD MEMBERS
Family
member/Shareholder
16%
56%
28%
Executive in the
company or group
companies
Independent member
In ISE companies, 56% of the
female board members are either
family member or shareholder or
both. 28% of the female board
members are executives either in
the company or in the group
companies. 16% is independent
board members.
There is 0,13 independent female
board member for each company.
52
178
Family
member/Shareholder
90
Executive in the
company or group
companies
Independent member
RATIO OF WOMEN on BOARDS
1.88
3.25
Independent member
Executive in the
company or group
companies
6.44
1.00
Family
member/Shareholder
Among all ISE companies, ratio of women family
member/shareholder is 6.44%, ratio of executive women either in
the company or the group companies is 3.25% and ratio of
independent women members is 1.88 %.
WOMEN ON BOARD COMMITTEES
38%
Women Not In
Committes
62%
70
60
50
40
30
20
10
0
Women Member In
Committees
65
54
45
Women in
Corporate Gov.
Commiteee
Women in Audit
Committee
Women in Other
Committees
In ISE 38% of female board members
(123 member) is also a committee
member.
62% of the women are not a member
of a committee.
Women in Corporate Governance
Committee is 65, in Audit Committee
is 54 and women in other
committees are 45. One women can
be a member of more than one
committee.
INDEPENDENT MEMBERS IN ISE COMPANIES
52
Independent
Men Directors
Independent
Women Directors
621
7.73%
Independent Men
Directors
Independent
Women Directors
92.27%
In ISE companies, number of
independent board members
are 673. 24,33% of the board
members are independent.
Among the independent
members 52 (7,73%) of them
are women where 621 (92,27%)
of them are men.
TREND OF WOMEN BOARD MEMBERS IN ISE 100
COMPANIES
16
12
8
10.10
10.10
2008
2009
11.20
12.30
10.02
4
0
2010
2011
2012
In ISE 100 companies, women board member ratio changes in yearly basis. In
2008 and 2009 women board member ratio is %10.10 , in 2010 the ratio
increased to 11.20 and in 2011 women ratio is increased to 12.30. But in 2012
women ratio decreased to 10.02.
TREND OF WOMEN BOARD MEMBERS IN ISE 100
COMPANIES
60
56
52
57
53
53
2008 yılı
2009 yılı
58
54
48
2010 yılı
2011 yılı
2012 yılı
In ISE 100 companies, number of women board member changes in yearly basis.
In 2008 and 2009 number of women board member is 53, in 2010 this increased
to 57 and in 2011 increased to 58. But in 2012 number of women board
members decreased to 54.
WOMEN IN ISE 30 COMPANIES
ISE 30 COMPANIES WITH ALL
MALE BOARDS
Companies having
women directors
10
Companies without
women directors
20
In ISE 30 Index companies 20 have at least one
female board member. 10 of the index
companies have no women on their boards.
Source: Publicly disclosed information, company web
sites and KAP – Public Disclosure Platform.
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