The director's manual : a framework for board governance /

"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....

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Bibliographic Details
Main Authors:	Browning, Peter C. (Author), Sparks, William L. (Author)
Format:	eBook
Language:	English
Published:	Hoboken, New Jersey : John Wiley and Sons, Inc., 2015.
Subjects:	Boards of directors.
Online Access:	Connect to the full text of this electronic book

Table of Contents:

The Director's Manual: A Framework for Board Governance
Contents
Acknowledgments
Peter C. Browning
William L. Sparks
Preface
Why We Wrote This Book
Chapter 1: The Changing World of Board Governance
How We Got Here
What's in This Chapter?
How and Why Boards Have Changed
Why These Events Are Important
A Barometer for Ceo Compensation
Global Competition Brings Change
The Impact of Strategic Planning
The Impact of Long-Term Incentives
Phase Three-The Results of Uncertainty
2002-A Board Governance Tipping Point
The Most Impactful Governance Change
Other Important Governance Changes
Impact of the 2008 Financial Meltdown
Federal Bailout
Chapter Summary
What's Next?
Chapter 2: Role of the Board
What's in This Chapter?
Home Depot's Leadership Question
Poor Choices by Chairman
A Change of Direction
Share Price Drop
Two Key Guiding Principles
Why Boards Exist
Three Critical Questions That Boards Ask
Is the Right Ceo Running the Company?
Predicting Leader Success Is Impossible
The Cost of a Wrong Choice
The Real HP Story
How to Make the Right Choice
Is a Robust Succession Plan in Place?
Determining the Right Strategy
Chapter Summary
What's Next?
Chapter 3: Key Board Leadership Roles
What's in This Chapter?
Public Outcry for Action
Changes in Nyse Listing Requirements
The Debate Over the Separation of Roles
Large Financial Institution Example
Should CEO and Director Be Separate Roles?
Nonexecutive Chairman, Lead Director, or Presiding Director
Defining the Role of Nonexecutive Chairman
The Challenge of Board Leadership
Challenges of Transition and Letting Go
Letting Go of Leadership
Communicating with Shareholders
Board Interaction with Institutional Investors, Media, and Customers.
Communication with Third Parties
Institutional Investor Activity
Chapter Summary
What's Next?
Chapter 4: Board Culture
What's in This Chapter?
Understanding Board Culture
Examples Illustrating Schein's Model of Culture and Board Dynamics
A Nominally Engaged Board
A Highly Engaged Board
The Three Elements of Board Culture
Individual Personalities of Board Members
The Larger Context or Macro-Environment Factors Impacting the Business
Longer-Term Strategy
CEO Leadership Style
Narcissistic Leaders
Example of Context
The Leadership and Board Performance Cycle
Impact of Style
The Detached Culture-Achiever Leadership Style
The Dramatic Culture-Affirmer Leadership Style
The Dependent Culture-Asserter Leadership Style
Managing Up
The Dynamic Culture-Actualized Leadership Style
The Leadership Cycle
Transforming Board Culture
Transforming the Detached Group Culture
Transforming the Dramatic Group Culture
Transforming the Dependent Group Culture
Maintaining the Dynamic Group Culture
Chapter Summary
What's Next?
Chapter 5: Group Dynamics and Board Decision Making
What's in This Chapter?
Why Working in Groups Is Difficult
Factors to Consider
Size
Board Cohesiveness
Importance of Diversity
Groupthink: Managing Conflict in the Boardroom
Understanding and Avoiding Groupthink
Getting Past the Abilene Paradox
The Abilene Paradox in the Boardroom
Diagnosing The Abilene Paradox
Optimizing Board Decision Making
Chapter Summary
What's Next?
Chapter 6: Board Structure and Schedule
What's in This Chapter?
Board Size
Meeting Requirements and Preparation
Board Meeting Preparation
The Realities of Preparation
How Many Committees Are Needed
Committees of the Whole
Effective Meetings and Service
Chapter Summary.
What's Next?
Chapter 7: Assessing Board Performance
What's in This Chapter?
The Evolution of Board Assessments
Examples of Boards Assessments
Customizing the Assessment Process
Where to Start
Finding Your Own Best Practice
Impact of Board Culture
Conducting Peer Reviews
Other Peer Review Options
Chapter Summary
What's Next?
Chapter 8: The Challenge of the Disruptive Director
What's in This Chapter?
Disruptive Members a Common Issue
Firing Board Members Not Simple
The Ying and Yang of Conflict
An Effective Dissenter
Five Types of Disruptive Directors
The Dominator
The Micromanager
The Expert
The MIA Director
The Dinosaur Director
Dealing With Disruptive Directors
How Assessments Help
End of the Process
Chapter Summary
What's Next?
Chapter 9: The Other Succession Challenge
What's in This Chapter?
Why a Board Needs to Plan for Succession
Demographics and Board Service Realities
Enron, the 2008 Financial Collapse, and Dodd-Frank
Building a Board Succession Plan
Where to Begin
Board Job Description
Single-Issue Board Members
Hire a Consultant?
The Chemistry Factor
The Selection Process
Next Step
Educating, Onboarding a New Member
Chapter Summary
What's Next?
Chapter 10: What's Next in the Boardroom?
What's in This Chapter?
Ongoing Scrutiny of Executive Compensation
Pressure to Address CEO Pay
Pay for Performance
Continuing Demands for More Proxy Information
Responsibilities Detailed
More Shareholder and Investor Activism
Greater Demands for Proxy Access
Sharper Focus on Risk Management
Ever-Increasing Scrutiny of Board Composition
The Way Forward
Chapter Summary
What's Next?
Appendices: Board of Directors Assessment Forms
Appendix A: Board of Directors Self-Assessment.
Appendix B: Audit Committee Assessment
Appendix C: Compensation Committee Assessment
Appendix D: Governance/Nominating Committee Assessment
Appendix E: CEO Assessment
Appendix F: Lead Director Assessment
Appendix G: Nonexecutive Chairman Assessment
Appendix H: Peer Assessment
Notes
About the Authors
Index
End User License Agreement.