The Incredible Adventures of Carla: Practical Guide for Nominee Directors

Abstract

This is a book about directorship. More precisely, it’s about nominee directors, who are nominated by IFC and other development finance institutions (DFIs) to the boards of investee companies to fulfill a dual mandate: first, they are expected to perform all the duties and tasks of a board member. Second, they are also charged with improving the corporate governance, sustainability, and ethical behavior of the investee company. This need exists because the empirical evidence indicates that in many developing countries it is nearly impossible to create long-term shareholder value without marked improvements in these areas. This book, based on sound research and real-life examples, offers not only a useful learning platform but also, the authors hope, an entertaining read. It focuses on directorship and leadership skills in the boardroom and does not attempt to cover the whole ‘waterfront’ on corporate governance issues. Many other publications (including some found on the IFC website) deal extensively with the structures, processes, and legal frameworks of corporate governance. The story emphasizes the learning and adapting that must go on for a nominee director to be effective in encouraging change and improvement on the board and in the company. It draws on specific situations to illustrate that IFC rules and instructions cannot always be perfectly followed: the nominee director is in the ‘heat of the battle,’ under time pressure, and confronted with dilemmas and uncertainty that only in hindsight can be structured and analyzed clearly. The target audience of the incredible adventures of Carla is nominee directors, especially those who are newly appointed or candidates who are considering taking on such a role. It aims to expose them to the challenges in the behavioral dimension of corporate governance and to help them learn, through Carla’s experience, the actions and communications that can help them, or not help them, achieve the goals they are committed to.