What Could This Course Teach You About Managing Your Board?

Context: About You

Mida Pezeshkian is a healthcare and life sciences strategist based in the United States, currently with STEMA_cg. She completed her education at INSEAD and brings expertise in market research and pricing strategy to governance contexts. She serves on the Board of Advisors for the Department of Bioengineering at Oakland University and with the FAU Center for SMARTHealth. She holds a patent for "Monitoring Cell-to-Cell Interactions" (US 2016/0202235 A1) and authors "The Lab" on Substack. She now faces the challenge of managing patent publication for a board-operated patent office at University College Cork.

Source: LinkedIn Profile

What the NED Course Teaches About Governing a University Patent Office

The INSEAD course offers several frameworks directly applicable to managing a board-operated patent office at Cork.

The Board's Core Function

The course teaches that the board's job is to manage managers, not to manage business decisions. Before making operational decisions about patent filings or licensing terms, the board should ask whether it has the right executives in place and whether they have what they need to do their job. Replace executives before making managerial decisions. This principle suggests the Cork patent office board should focus on appointing and evaluating the Director of Innovation rather than adjudicating individual patent applications.

The 5Ps Model Applied to Patent Office Governance

The 5Ps framework—Purpose, Process, People, Partners, President—provides structure for board effectiveness. All good board members have clear answers to five questions: Who do we work for? What do we want to achieve? What functions do we exercise and in what proportion? For us, what are the universal dos and don'ts? As a board, how do we measure ourselves?

For a university patent office, Purpose might center on maximizing research impact through commercialization while protecting inventor interests. Process involves clear decision rights about patent filing, licensing, and revenue distribution. People means ensuring the board possesses the five types of intelligence the course identifies as essential: financial, strategic, relational, role, and cultural. Partners includes relationships with technology transfer professionals, legal counsel, and industry licensees. President refers to the board chair's responsibility for facilitating effective governance.

Information Asymmetry and the Time Gap

The course emphasizes that NEDs meet only six to eight times per year while management operates daily. This creates information asymmetry that the board must actively manage. For a patent office, this means the board will never know individual inventions as well as the technology transfer managers do. The course advises using AI tools to supplement preparation, conducting site visits, and requesting materials in digestible formats rather than attempting to close an uncloseable gap.

Stewardship vs. Agency Framing

Agency theory holds that managers will maximize their own utility at shareholders' expense unless monitored and controlled. Stewardship theory holds that intrinsically motivated managers act in principals' best interests and should be enabled rather than controlled. A university patent office likely benefits from stewardship framing—inventors and technology transfer professionals are typically motivated by research impact and institutional mission rather than personal gain. The board enables rather than polices.

Psychological Safety for Surfacing Problems Early

Amy Edmondson's work on psychological safety applies directly to board governance. The course teaches that a board meeting is good when people change their minds. This requires an environment where directors feel safe raising concerns about patent strategy, revenue distribution, or licensing terms without fear of repercussion. The optimal learning zone requires both high psychological safety and high accountability. Leaders build this by setting the stage with purpose and challenge, inviting engagement, and responding productively even when they disagree.

AI in Patent Office Board Governance

The course includes recent Harvard Business Review research on how pioneering boards use AI. Directors use LLMs to digest materials before meetings and generate questions. Boards use AI for scenario planning—modeling what happens if a key patent is challenged or a major licensee exits. Some boards use AI to test conclusions by re-examining decisions through a different analytical lens. For a patent office board, AI could analyze invention disclosure trends, model revenue scenarios, or flag portfolio risks before they surface in formal reports.

University College Cork: How Their Patent Office Operates

University College Cork provides an instructive model for board-operated patent commercialization. In 2024, UCC led all Irish universities in research income from industry at €8.9 million and executed 33 licenses, options, and assignments—more than any other Irish university.

UCC Innovation manages technology licensing, advisory services, and campus company establishment. The Director of Innovation makes final determinations on patent filings after recommendations from Commercialisation Case Managers. A regular patent application costs €4,000–€6,000, a PCT international application runs €10,000–€12,000, and full lifetime protection approaches €150,000. Patents remain enforceable for 20 years from initial filing.

Revenue flows through a structured distribution model. UCC's Intellectual Property Policy governs how net revenues from license fees, royalties, and equity—after unreimbursed patenting and filing expenses—are shared with inventors. When multiple inventors contribute, their share is divided according to relative intellectual contribution as agreed in the Invention Disclosure Form. Distributions also flow to schools, colleges, research centers, and central administration to support further research.

Pharmaceutical spinouts from UCC include Glantreo, Luxcel Biosciences, Alimentary Health, and Biosensia. CergenX received the 2024 Irish Times Innovation Award in Life Sciences and Healthcare. In 2016, West Pharmaceutical Services partnered with Tyndall National Institute to develop wearable on-body drug delivery systems using microneedle technology, with licensing professionally negotiated by UCC Innovation.

The governance lesson from UCC is that effective patent commercialization requires clear delegation. The board sets policy on revenue sharing and strategic priorities. The Director of Innovation and Commercialisation Case Managers handle individual filing decisions. The board evaluates overall portfolio performance and leadership effectiveness rather than second-guessing operational choices.

Sources: UCC Innovation, UCC Patents, UCC Revenue Distributions, UCC Industry Partnerships

Course Faculty

Stanislav Shekshnia is Senior Affiliate Professor of Entrepreneurship and Family Enterprise at INSEAD. He holds a PhD from Moscow State University and an MBA from Northeastern University. He previously served as CEO of Alfa-Telecom and COO of VimpelCom. He authored eleven books including "Leading a Board: Chairs' Practices Across Europe" and the 2025 Harvard Business Review article "How Pioneering Boards Are Using AI."

Ludo Van der Heyden is INSEAD Chaired Professor in Corporate Governance and founding Academic Director of INSEAD's Corporate Governance Initiative. He holds a PhD in Administrative Sciences from Yale University and was the first holder of the Wendel Chair in the Large Family Firm and Mubadala Chair in Corporate Governance.

Sources: Shekshnia INSEAD Profile, Van der Heyden INSEAD Profile

Appendix A: Fundamentals of Governance

Full notes from the course, verbatim:

Fundamentals of governance
example rules for board governance
(1) astronomical time (not French, or Swiss)
(2) Come prepared
(3) One meeting
    (a) one speaker
    (b) one subject
    (c) here and now
(4) questions are welcome - please respect rule number 3
(5) collaboration - we are here to learn from each other rather than compete

enforced through open following/reprimand in cases where folks do not follow

ongoing throughout exercise "what is good corporate governance for me?"

history

first corporation Roman tax collectors. In the 1600s - there existed limited liability companies to ameliorate risk/pool capital, and be represented when they were not sailing (too much risk to be on site)

Owner-Operator
-What to do (goals)
-When and how (methods)
-What not to do (constraints)
-How to allocate results? (Value capture)

Distance of ownership and business is what causes a need for governance
Mechanisms
-audit committee
-incentives
-delegation of authority
-boards and directors
In the Dutch East India Company - the role of the board was to look after the money of all shareholders. You could be on board for 3 years, with 2 years off required.

Key Theories explaining corporate governance
-Agency theory "The separation of ownership from control leads to conflict between managers and shareholders" - given the opportunity they will maximize their own utilities at the expense of shareholders. The board is the major mechanism to control managerial opportunism (Jensen and Meckling, 1976; Fama and Jensen, 1983) (see Appendix C)

- Stewardship theory - stewards are motivated to act in the best interest of their principals. The steward's behavior is strongly oriented towards cooperation, and is motivated by intrinsic rather than extrinsic rewards. The board enables. (Davis et al, 1997; Donaldson and Davis, 1991) (see Appendix D)

- Resource Dependency theory - organizations are open systems whose survival depends on appropriate resource dispensation - boards facilitate leaders.

Source: non_executive_directorship.md

Appendix B: Governance Models

Full notes from the course, verbatim:

Models followed -
One-Tier or "Anglo Saxon" model
Board chair elected by shareholders - appoints the CEO and officers - manages the company
dispersed ownership
weak influence of shareholders on management
This reduces information asymmetry between the board and management.

Two-Tier or Germanic model
Sharholders elect 50% of supervisory board members, the other half comes from employees
Supervisory board appoints and overseees management board
Social oriented model

Nordic model (Denmark, Norway, Sweden, Finland)
Owner-oriented model - major owners take active part in the governance of the company.

Trends in corporate governance
boards trend toward
    independence
    constant broadening of the agenda
    time commitment
    conflict of interest
    attention to all stakeholders
    diversity

Source: non_executive_directorship.md

Appendix C: Board Responsibilities, Accountabilities, and the 5Ps Model

Full notes from the course, verbatim:

Responsibilities of board of directors
Strategic Audit
Divergent/Contributory thinking
Long Term Direction

Accountabilities
compliance
financial health
state of corporate governance
sustainable development
quality and accuracy of information

said simply "there are new companies that do not have the experience and knowledge to develop a long term strategy"

Question: does the need for a board inversely correlate to the durability of your investment thesis? Wouldn't you need less board action in an executing strategy vs an adapting strategy?

Define a good board of directors?
Counterbalances management and shareholders to advocate for the firm's future.
Facilitate healthy tension between management and shareholders in service of the future of the company.
Per Professor a good board "makes good decisions"
a good board should be 'effective' and it should be an 'attractive' board. If you make decisions that make you feel good about contributing - then you will be excited to join a board.

# what prevents boards from being effective?

Lack of clarity
Lack or roles
Lack of understanding/experience
Unfollowed rules
Time Limitation
Lack of Agenda "Jumping to Conclusion"

The time gap - we will never close the time gap - we need to find ways that we can compromise considering

# Amy Edmondson "Teaming" (see Appendix F)

5Ps - integrative model of effective boards
Purpose, Process, People, Partners, all centered around "President"

All good board members have clear answers to the following questions: (see Reflection Essay for Amazon analysis)
Who do we work for?
What do we want to achieve?
What functions do we exercise? In what proportion?
For us, what are the universal "dos" and "don'ts"
as a board, how do we measure ourselves?

Types of intelligence - financial, strategic, relational, role, culutural - for this case study board.

Source: non_executive_directorship.md

Appendix D: Day 2 - Board Chair Practices

Full notes from the course, verbatim:

Day 2

R1802G-PDF-ENG.pdf - "How to Be a Good Board Chair" by Stanislav Shekshnia (HBR March-April 2018)

(1) facilitators, (2) low ego, (3) good people integrators, (4) warm, cuddly, and bear

Breakout by 11:15
Ask - "what are the decisions" based on the case study

Questions for me - what is the pathway to use boards as change agents? Specifically - AI/digital transformation. These aren't initiatives, they are forces that require responses.

Return 2:50 PM

Agenda:

Discuss new center for responsible governance controversy

Source: non_executive_directorship.md

Appendix E: Nordic Governance Model

Full notes from the course, verbatim:

Key Characteristics:

Concentrated Ownership: Almost 60% of Nordic listed companies have at least one owner controlling more than a fifth of the votes. This contrasts sharply with the dispersed ownership of the Anglo-Saxon model. Concentrated ownership combined with reportedly low private benefits of control has been seen as a competitive model of governance.

Nomination Committee: A distinctive feature - shareholders elect/appoint a nomination committee (predominantly made up of representatives of the largest owners). This committee operates year-round, recommending director candidates to shareholders. Directors face annual reelection. This ensures the board is directly accountable to owners, not self-perpetuating.

Semi Two-Tier Board Structure: Boards are comprised almost exclusively of non-executive directors (except employee representatives). The board is fully subordinate to the general meeting. Clear-cut division between:

• Monitoring/strategically steering board
• Purely executive management function

CEO and Chair roles are legally separated in Norway and Sweden; recommended separation in Finland.

Employee Representation: Legislated as part of social democracy - employee representatives serve on boards with dedicated training and mentoring.

Strong General Meeting Powers: The general meeting is the company's highest decision-making body with far-reaching powers. This ensures strict board accountability to shareholders.

Shareholder-Oriented Auditor: External auditor appointed by the general meeting; seen primarily as the shareholders' instrument for reviewing the work of board and management.

Five Distinctive Paradoxes (per INSEAD research):

1. Engaging yet independent boards - proactive dialogue with shareholders while preserving independence
2. Small but diverse boards - typically under 10 directors; highest gender and international diversity globally
3. Non-executive but deeply committed directors - emphasis on long-term value creation
4. Balancing shareholder and ESG perspectives - sustainability aligned with business pragmatism
5. Inclusive, effective processes - procedural fairness, consensus-based decisions

Owner Directives: Many Nordic companies implement documents outlining shareholder expectations and engagement rules.

Board Gender Diversity (2020): Norway 35%, Sweden 30%, Finland 25%, Denmark 20%

Sources: Per Lekvall (ed.), "The Nordic Corporate Governance Model" (SNS Förlag); INSEAD Knowledge, "What the World Can Learn from Nordic Boards"; Harvard Law School Forum on Corporate Governance, "Nordic Corporate Governance and Concentrated Ownership"

Source: non_executive_directorship.md

Appendix F: Large Public Company Governance

Full notes from the course, verbatim:

Large Public Company: Boundaries, Considerations, and Strategies

Boundaries

Regulatory Framework:

• SEC regulations define disclosure requirements (10-K, 10-Q, 8-K filings), insider trading rules, and Regulation FD (fair disclosure)
• Sarbanes-Oxley Act mandates internal controls, CEO/CFO certification, and audit committee independence
• Stock exchange rules (NYSE/Nasdaq) impose governance requirements: independent board majority, audit/compensation/nominating committees
• Fiduciary duties - directors owe duties of care and loyalty to shareholders
• Quiet periods restrict communications around earnings and offerings

Structural Boundaries:

• Clear separation between board oversight and management execution
• Board cannot direct day-to-day operations
• Information flows through formal channels (board books, committee reports)

Considerations

Information Asymmetry:

• NEDs meet ~6-8 times per year vs. management's daily involvement
• Reliance on management-curated information creates dependency
• Amazon example (Bezos's 1997 letter) shows how founders can shape narrative persistently

Stakeholder Complexity:

• Dispersed ownership means no single controlling voice
• Institutional investors (BlackRock, Vanguard, State Street) increasingly vocal on ESG
• Proxy advisory firms (ISS, Glass Lewis) influence voting outcomes
• Activist investors can emerge at any time

Liability Exposure:

• D&O insurance essential but not unlimited
• Business judgment rule protects decisions made in good faith with adequate information
• Heightened scrutiny for related-party transactions and M&A

Strategies

Soft-Structured Advocacy:

• Build relationships with key institutional shareholders through investor days and one-on-ones
• Lead independent director serves as conduit for shareholder concerns
• Balance transparency with competitive sensitivity

Information Management:

• Request management to provide board materials in digestible formats
• Use AI tools to supplement preparation (per Appendix B)
• Site visits and direct executive access reduce information gap

Long-Term Orientation:

• Resist quarterly earnings pressure through consistent messaging
• Compensation structures aligned with multi-year performance
• Amazon's approach: attach founding principles to every annual report

Risk Oversight:

• Proactive scenario planning (geopolitical, cybersecurity, regulatory)
• Clear delegation matrix between full board and committees
• Regular executive sessions without management present

Source: non_executive_directorship.md

Appendix G: How Pioneering Boards Are Using AI

Full notes from the course, verbatim:

Title: How Pioneering Boards Are Using AI
Authors: Stanislav Shekshnia & Valery Yakubovich
Publication: Harvard Business Review, July–August 2025

Links:

• HBR (paywalled): https://hbr.org/2025/07/how-pioneering-boards-are-using-ai
• INSEAD Knowledge: https://knowledge.insead.edu/leadership-organisations/how-forward-thinking-boards-are-using-ai
• Informedi (open access): https://informedi.org/2025/07/04/how-pioneering-boards-are-using-ai/

In 2014, venture capital firm Deep Knowledge Ventures appointed an algorithm to its board, with full voting power on investment decisions. Though it had a seat at the table, the algorithm was really just a faster data analyst, churning out recommendations for human directors to weigh. A decade on, machine learning has made huge leaps. Yet our research suggests most directors still view AI as peripheral to their work.

From June to September 2024, we spoke with more than 50 board chairs, vice chairs and committee heads from global companies including ASM, Lazard, Nestlé, Novo Nordisk and Shell. While some had used AI for personal tasks, very few had integrated it into their boardroom responsibilities.

Still, a small group described promising use cases, from prepping for meetings with large language models (LLMs) to testing assumptions mid-discussion. These examples may be early signals of a broader shift.

Better Preparation, Smarter Decisions

Let's start with the potential benefits. First, AI can help directors prepare better. Second, it can improve the information the board receives. Third, it may one day take part in boardroom discussions.

Supporting Individual Directors

Non-executive directors typically meet just a few times a year. Many sit on multiple boards and must make high-stakes decisions with limited insight into day-to-day operations. To bridge the information gap, chairs often organise site visits and encourage interaction with executives. Even then, board books can be dense and difficult to digest.

AI can help directors make sense of this information. Trained LLMs can extract patterns, flag emerging risks and condense material into digestible formats. For example, a Swiss board chair named Alexander (all names have been changed) runs his board materials through ChatGPT before meetings to generate questions and options for discussion.

Enriching the Board's Collective Intelligence

Directors frequently endorse scenario-planning but often skip the exercise due to time or resource constraints. AI can dramatically reduce the burden, quickly modelling multiple outcomes and their likely impacts.

One Austrian board chair, Gerhard, asked an LLM to simulate scenarios for a proposed acquisition. The exercise helped the board decide the deal exceeded its risk appetite. Since then, management has routinely included scenario analysis in its proposals.

AI can also simulate strategy outcomes, allowing boards to test ideas before committing. A Finnish board chair, Juho, described using ChatGPT to review the outcomes of a two-day strategy retreat. The tool's recommendations mirrored those of the board, boosting confidence in the board's direction – and reinforcing AI's credibility.

In the Netherlands, a chair named Catherine used Claude 3.7 Sonnet to re-examine four board conclusions. The AI confirmed three, prompting a deeper debate on the fourth. She credits the tool with helping the board zero in on areas that needed more attention.

Some boards now use AI to analyse their own internal dynamics. A Swiss industrial firm uses it to monitor speaking time, tone and participation. One tool advised reducing airtime for one director and increasing it for others. It also suggested avoiding loaded phrases like "no-brainer".

Joining the Conversation

The next frontier is AI as an active participant. In 2024, UAE-based International Holding Company appointed a virtual human, called Aiden Insight, as a "board observer". Developed by technology company G42, Aiden uses the BoardNavigator tool to analyse discussions in real time.

Though Aiden lacks voting power, its contributions are formally recorded in meeting minutes. Aiden's appointment and others like it hint at what could become a broader trend, although these tools have limits. For one thing, AI struggles with nuance and cannot argue for its recommendations. More concerning, it often avoids contentious debates. But the direction of travel is clear.

Navigating the Risks

Focus group participants flagged three main risks of using AI in the boardroom. But we find that all are manageable with the right guardrails.

Risk of Information Leaks

Many directors worry about exposing sensitive data to AI systems. However, this risk isn't unique to AI – it applies to all digital tools. Companies already use access controls and employee training to manage data exposure. These practices can easily be extended to board members.

Major providers like OpenAI now offer enterprise-grade LLMs that don't use proprietary data for model training. Others, like SAP, are building smaller custom models trained only on a single client's data.

Sample Bias

AI reflects the data it's trained on and that data can be skewed. One board chair rightly questioned how AI could foster independence from management if it was trained only on management's data.

At one firm, the board approved a health and safety plan based on internal employee surveys, but contractors weren't included. While incident rates dropped in-house, they rose at contractor sites that hadn't received the same attention. It was a textbook case of action driven by incomplete data.

Still, bias can be mitigated. Data audits and bias-detection tools are increasingly available. So is user awareness: Boards can prompt AI to analyse issues through different demographic lenses.

Anchoring in the Past

Boards are tasked with shaping the future but AI relies on historical data. That can make it blind to emerging shifts. One CEO told us: "AI knows the past. Strategy is about the future."

Yet this critique applies to human instincts too, as they are likewise shaped by past experience. Boards can reduce AI's backward-looking bias by using newer models that explain the reasoning behind their recommendations. These tools show cause-and-effect logic, making it easier for directors to judge whether assumptions still hold.

When AI flags a risk based on outdated variables – say, interest rates rising – it can spark useful discussion about what's changed and why. Boards can also prompt scenario simulations to see how outcomes would vary under new conditions.

Ultimately, the risk isn't using AI. It's using it blindly.

Making It Work

Fortunately, boards don't need every director to become an AI expert. What they do need is a structured approach to adoption. Based on our focus groups, here's how chairs can lead the way:

1. Create Engagement

Begin with one-on-one conversations. Gauge each director's AI literacy and explore how they might apply AI in their board role. Surface real or imagined concerns. Then provide personalised learning, ideally through hands-on coaching with someone from within the company.

Training should go beyond interface mechanics. It should show how AI makes directors more effective and their work less burdensome. One focus group participant who was initially sceptical said a workshop changed everything: "Now, ChatGPT is my partner in crime."

2. Experiment as a Group

Start small. Encourage directors to use the same foundation LLM for a few meetings. Let them craft their own prompts during preparation, then debrief afterwards as a team. Once they see the value, boards can introduce an enterprise-trained version and feed it firm-specific data over time.

Progressively, AI can act as a performance coach, assigning prep work and offering tailored advice based on each director's role and priorities. But bringing it in has to be a shared effort. Pushing AI top-down can backfire.

3. Keep the Momentum

AI adoption isn't a one-time project. Tools evolve, and so will the board's comfort with them. Chairs should reinforce good habits through regular reviews and even public praise. When board members see the chair learning openly – struggles and all – it sets the tone.

Conclusion

The integration of AI into boardrooms presents real challenges, but even greater opportunity. Eventually, we believe every board will have an AI member, perhaps one with a vote. Boards that invest in AI literacy today will be better prepared to make sharper decisions, faster. That edge may well endure.

Source: non_executive_directorship.md

Appendices H through O

The following appendices are included in the downloadable markdown file:

• Appendix H: Agency Theory - Foundational Papers (Jensen & Meckling 1976, Fama & Jensen 1983)
• Appendix I: Stewardship Theory - Foundational Papers (Donaldson & Davis 1991, Davis et al 1997)
• Appendix J: Anthropology & Sociology of Corporate Governance (Karen Ho, Gerald F. Davis, Meyer & Rowan, Powell & DiMaggio)
• Appendix K: Amy Edmondson - Psychological Safety (Teaming, Four Stages, Two-Dimensional Framework, Leadership Behaviors)
• Appendix L: Amazon Board Case Study (Five Questions Analysis)
• Appendix M: Reading List (Good to Great, How the Mighty Fall)
• Appendix N: Questions for Further Discussion
• Appendix O: Course Faculty and Resources

Download the full markdown file above to access all appendices with complete verbatim content.

Prompt Guidance for Further Analysis

Use this prompt template when querying these materials with an AI assistant. The prompt follows best practices for citation, source verification, and avoiding hallucinations: