Details

The Director's Manual

A Framework for Board Governance
1. Aufl.

von: Peter C. Browning, William L. Sparks
28,99 €
Verlag:	Wiley
Format:	PDF
Veröffentl.:	14.01.2016
ISBN/EAN:	9781119133377
Sprache:	englisch
Anzahl Seiten:	208

In den Warenkorb

Als Gutschein

DRM-geschütztes eBook, Sie benötigen z.B. Adobe Digital Editions und eine Adobe ID zum Lesen.

Beschreibungen

Titelbeschreibung

Directors: Improve Board Performance The Director's Manual: A Framework for Board Governance offers current and aspiring board members essential up-to-date governance guidance that blends rigorous research-based information with the wisdom found only through practical, direct experience. The book's flexible approach to solving governance issues reflects the authors' belief that no two boards and the cultural dynamics that drive them are the same. As such, the advice offered reflects recognizable leadership dynamics and real world, relevant organizational situations. The book's two authors, Peter C. Browning, an experienced CEO and member of numerous boards and William L. Sparks, a respected organizational researcher, combine their individual experiences and talents to create a book that is both innovative and applicable to directors in any industry sector. Specific best practice guidance is designed to help board members and their directors understand the unique strengths and challenges of their own board while at the same time provide targeted information that drives needed improvements in board performance and efficiency. Specifically, this book will help board members: <ul> <li>Explore practical advice on key issues, including selection, meeting schedules, and director succession</li> <li>Consider board performance from multiple perspectives, including cultural and group dynamics</li> <li>Discover how to effectively manage classic problems that arise when making decisions as a group</li> <li>Access a comprehensive set of assessment questions to test and reinforce your knowledge</li> </ul> The Director's Manual: A Framework for Board Governance offers practical advice to guide you as you lead your organization's board.

Inhaltsverzeichnis

Acknowledgments ix Peter C. Browning ix William L. Sparks x Preface xi Why We Wrote This Book xi Chapter 1 The Changing World of Board Governance: How We Got Here 1 What’s in This Chapter? 1 How and Why Boards Have Changed 2 Why These Events Are Important 3 A Barometer for CEO Compensation 5 2002—A Board Governance Tipping Point 9 Impact of the 2008 Financial Meltdown 14 Chapter Summary 17 What’s Next? 18 Chapter 2 Role of the Board 19 What’s in This Chapter? 19 Home Depot’s Leadership Question 20 Two Key Guiding Principles 22 Why Boards Exist 23 Three Critical Questions That Boards Ask 24 Is the Right CEO Running the Company? 25 Is a Robust Succession Plan in Place? 29 Determining the Right Strategy 30 Chapter Summary 31 What’s Next? 32 Chapter 3 Key Board Leadership Roles 33 What’s in This Chapter? 33 Public Outcry for Action 35 Changes in NYSE Listing Requirements 36 The Debate over the Separation of Roles 37 Nonexecutive Chairman, Lead Director, or Presiding Director 40 The Challenge of Board Leadership 42 Chapter Summary 45 What’s Next? 45 Chapter 4 Board Culture 47 What’s in This Chapter? 47 Understanding Board Culture 48 Examples Illustrating Schein’s Model of Culture and Board Dynamics 50 The Three Elements of Board Culture 51 The Leadership and Board Performance Cycle 58 Transforming Board Culture 63 Chapter Summary 66 What’s Next? 67 Chapter 5 Group Dynamics and Board Decision Making 68 What’s in This Chapter? 68 Why Working in Groups Is Difficult 69 Groupthink: Managing Conflict in the Boardroom 72 Understanding and Avoiding Groupthink 74 Getting Past The Abilene Paradox 76 Chapter Summary 81 What’s Next? 81 Chapter 6 Board Structure and Schedule 82 What’s in This Chapter? 82 Board Size 83 Meeting Requirements and Preparation 84 Effective Meetings and Service 90 Chapter Summary 91 What’s Next? 92 Chapter 7 Assessing Board Performance 93 What’s in This Chapter? 93 The Evolution of Board Assessments 94 Customizing the Assessment Process 96 Finding Your Own Best Practice 98 Chapter Summary 101 What’s Next? 101 Chapter 8 The Challenge of the Disruptive Director 103 What’s in This Chapter? 103 Disruptive Members a Common Issue 104 The Ying and Yang of Conflict 105 An Effective Dissenter 106 Five Types of Disruptive Directors 107 Dealing with Disruptive Directors 109 How Assessments Help 110 Chapter Summary 111 What’s Next? 112 Chapter 9 The Other Succession Challenge: The Board of Directors 113 What’s in This Chapter? 113 Why a Board Needs to Plan for Succession 114 Demographics and Board Service Realities 115 Enron, the 2008 Financial Collapse, and Dodd-Frank 115 Building a Board Succession Plan 117 Educating, Onboarding a New Member 123 Chapter Summary 124 What’s Next? 124 Chapter 10 What’s Next in the Boardroom? 125 What’s in This Chapter? 125 Ongoing Scrutiny of Executive Compensation 127 Continuing Demands for More Proxy Information 129 More Shareholder and Investor Activism 130 Greater Demands for Proxy Access 132 Sharper Focus on Risk Management 133 Ever-Increasing Scrutiny of Board Composition 134 The Way Forward 134 Chapter Summary 135 What’s Next? 136 Appendices Board of Directors Assessment Forms 137 Appendix A Board of Directors Self-Assessment 138 Appendix B Audit Committee Assessment 152 Appendix C Compensation Committee Assessment 154 Appendix D Governance/Nominating Committee Assessment 156 Appendix E CEO Assessment 158 Appendix F Lead Director Assessment 163 Appendix G Nonexecutive Chairman Assessment 165 Appendix H Peer Assessment 167 Notes 169 About the Authors 179 Index 183

Autorenportrait

PETER C. BROWNING, with experience on the boards of 13 public companies, two as CEO, is founder and managing director of Peter Browning Partners, LLC, a board advisory service that helps directors answer tough questions in the areas of board governance, board performance and dynamics, and leadership transition and succession planning. WILLIAM L. SPARKS, PhD, is vice president of Talent with EnPro Industries and a managing partner with Peter Browning Partners, LLC. Concurrently he serves as the Dennis Thompson Chair of Leadership at the McColl School of Business at Queens University of Charlotte.

Back cover copy

Each board of directors has its particular nuances relating to leadership, group dynamics, and decision making that create a board culture. Yet, all boards must fulfill specific fiduciary duties and meet federal reporting requirements and regulations. The Director’s Manual gives directors a reliable guidebook of proven techniques for meeting those requirements, while staying true to the unique culture of their boards. Current and aspiring board members now have an authoritative, up-to-date governance guide that blends rigorous research-based information with the wisdom found only through practical, direct experience. This flexible approach to developing governance solutions reflects the authors’ belief that no two boards nor the cultural dynamics driving them are the same. The proven framework is equally useful to both established boards and new ones that are just beginning to learn what it means to truly be an effective board. Only a powerhouse authorial team like Peter Browning and William Sparks can simplify the complex, symbiotic relationship between the world inside the corporate boardroom and the realities outside into a single resource of insightful research findings and practical, straightforward advice. Board members and their directors can use the handpicked selection of proven practices to expedite understanding their board’s own unique strengths and challenges, while simultaneously contributing targeted information to drive key improvements in performance and efficiency. With this convenient reference at your fingertips, you can: <ul><li>Better understand just what is the role of the board, it’s limits and possibilities </li> <li>Predict which classic group decision-making dynamics your board is most likely to experience</li> <li>Customize assessments to better match your company’s processes and board culture, as well as benefit from hard-earned tips on conducting peer reviews</li> <li>Handle a director who is so disruptive to the vital chemistry of a board that the only solution is his or her departure</li></ul> In addition to each chapter’s clear and concise guidelines, which are immediately implementable by every board type in any industry, this complete resource solidifies itself as a time saving asset by providing a robust appendix of assessment tools. From individual to group assessments—including lead director, nonexecutive chairman, CEO, compensation and audit committees, and more—these vetted and easy-to-use forms ensure accurate and thorough evaluations.