Book description
Boards of directors are sitting ducks. Shareholders complain and even attack, management manipulates, and individual board members have little power, able to act only as part of the board as a whole. Governance issues are front and center, yet there is often little understanding, even among board members, of the key role that they play.
Written in an accessible and human voice, The Governance Revolution: What Every Board Member Needs to Know, NOW! provides information and context essential to anyone seeking to understand how corporations and their stewards—the board of directors—can and should function in the volatile world we inhabit.
Deborah Hicks Midanek offers useful insight into what board members of corporations actually do, the current standards for board members and why they exist. She includes a timely discussion of how clarity of purpose can improve board and director effectiveness. Informed by her long experience serving public, private, and family owned corporate boards as well as those of charitable, and government organizations, she provides essential context regarding the evolution of board practice as well as candid discussion of the issues involved in the relentless effort to improve corporate governance processes. Focused mainly on the dominant public corporation, she also explores the special challenges of serving private and family owned as well as nonprofit and public agency boards.
Written by a seasoned board member, and liberally laced with stories and cases illustrating the tricky issues directors wrestle with, this book is the essential common-sense companion for anyone working with a board, serving on a board, or wanting to do so. Directors, aspiring directors, investors, and students of corporate behavior will benefit from this highly readable description of the cloistered boardroom.
For Roger Trapp's article in Forbes featuring a discussion of this title click here
For a Roundtable discussion in Financier Worldwide Magazine featuring Deborah Hicks Midanek please click here
https://www.financierworldwide.com/roundtable-risks-facing-directors-officers-aug18#.W1BqQdVKiUk
Click here for a review in Financial Analysts Journal
https://www.cfapubs.org/doi/abs/10.2469/br.v13.n1.10
Click here for an excerpt on Corporate Board Member:
Table of contents
- Cover
- Title Page
- Copyright
- Dedication
- Contents
-
Part I: The System and How It Came To Be
-
Chapter 1: How Our Governance System Began
-
The First Limited Liability Corporation
- Amsterdam Stock Exchange Established to List VOC Securities
- VOC Completes Initial Public Offering, Possibly World’s First
- The Governance of VOC Establishes the Model
- The Lords Seventeen Governance Structure Drawn from Guild System
- VOC Confronts a Large Activist Shareholder
- . . . And a Bear Syndicate
- The Corporate Form Advances and Spreads—And with It, the Board
-
The First Limited Liability Corporation
- Chapter 2: The Emergence of the Corporation in United States
- Chapter 3: Post–World War I Developments
- Chapter 4: The Glow Following World War II
-
Chapter 5: Shifting Dynamics from 1970 to 2000
- Agency Theory is Born
- The Stock Market Corrects
- Outrage over the Wreck of Penn Central Fuels New Focus on Board Role
- Broad Corruption Revealed Leads to Focus on Governance Per Se
- The 1980s Board Role: The Board Becomes Important
- Economic Uncertainty and Social Unrest Reduce American Confidence
- The 1990s Board: Independence Criteria Tighten as Equity Linked Compensation Grows
- Revolving CEOs
- Chapter 6: Post 2000 Intensification of Focus on the Board
-
Chapter 1: How Our Governance System Began
-
Part II: The Players and Capital Market Forces
- Chapter 7: The Rise of Independent/Disinterested Directors
-
Chapter 8: The Rise of Institutional Investors
- Mutual Fund Development
- Comments from Mutual Fund Leader John C. Bogle
- The Growth of Passive Investing
- Retirement Assets Shift into Mutual Funds
- Public Sector Pension Plans
- The Growing Pension Crisis
- Investing by Public and Private Plan Fiduciaries
- Shifting Patterns of Share Ownership in United States
- The Perils and Possibilities of Concentrated Share Ownership
- The Rise of Proxy Advisor Power
-
Chapter 9: The Impact of The Great Inflation
- The Seeds of the Great Inflation Are Sown by the Fateful Phillips Curve
- Our Economy Fights Another War, on Several Fronts
- Federal Reserve Chairman Volcker Toughs It Out
- Securitization Solves a Genuine Problem, and Turns the World Upside Down
- Not Your Daddy’s Trading Floor
- Interest Rate Arbitrage Comes of Age with the Swap Market
- Chapter 10: Mortgage Backed Securities and Structured Products Conundrums
- Chapter 11: The Aftermath of the Abyss
-
Chapter 12: The Rise of Leveraged Buyouts, High Yield Bonds, and Private Equity Investment
- No Longer Your Granddaddy’s Way to Buy a Company
-
The Role of Michael Milken
- Milken Flexes His Funding Muscles
- Corporate Titans Are Shaken by an Upstart
- The Government Fights Back—For Real
- Giuliani Plays Hardball with RICO Threat
- Milken Pleads, and NOT to Engaging in Insider Trading
- And Drexel Fails
- And Restructures Its Own Board of Directors
- Lasting Impact of Milken and Drexel Burnham
- Private Equity Goes Public
- Chapter 13: The Rise of Hedge Funds and Emergence of Aggressive Activism
- Chapter 14: The Evolution of the New York Stock Exchange
-
Part III: The Role of The Board
- Chapter 15: Clarifying the Rights and Roles of the Board and the Shareholders
- Chapter 16: Assessing the Proliferating Policies and Principles
- Chapter 17: Considering the Proposed New Paradigm
-
Part IV: Doing the Job
- Boards Must Protect Corporation Regardless of Conflicting Agendas
- Chapter 18: Review Issues for Boards to Address Highlighted by NYSE
- Chapter 19: Establish the Appropriate “Tone at the Top”
- Chapter 20: Choose the CEO Wisely and Actively Plan for Succession
- Chapter 21: Develop a Strong Organizational Framework
-
Chapter 22: Tailor Board Work to the Company
- Board Leadership
- Committee Structure
- Audit Committee
- Compensation Committee
- Nominating and Corporate Governance Committee
- Other Committees
- Special Committees
- Special Negotiation Committee
- Special Litigation Committee
- Special Investigation Committee
- Board Information
- Information Security
- Collegiality
- Manage Communication Mindfully
- Executive Session
- Meeting with Management
- Setting the Agenda
- Facilitate Candid Communication and Trusting Relationships
- In Crisis the Buck Stops with the Board
- No Time to Resign
- Chapter 23: Focus Intently on Compensation
- Chapter 24: Seek Wisdom, Courage and Breadth of Experience in Director Recruitment
- Chapter 25: Actively Evaluate Board Performance to Constantly Improve
- Chapter 26: Manage Risk Effectively
- Chapter 27: Independently Evaluate the Impact and Execution of Transactions
- Chapter 28: Communicate Clearly, Consistently and Constantly
-
Part V: Hazards and Their Navigation
- Chapter 29: Address Individual Hazards and Personal Fear
-
Chapter 30: Navigate Corporate Hazards and Distressed Situations
- Liquidity: What to Do When Cash Runs Low
- Form a Board Committee to Focus Closely on the Emergency
- Is This Really a Role for the Board?
- The Corporation Is Counsel’s Client; The Board Retains Counsel
- The Next Step: Assess Viability
- Bringing in Help
- Assessing Leadership Resources
- Structuring the Leadership Role
- Communicate the Plan, and the Progress
- Just Do It
- Appreciation of the Effort Put in Goes a Long Way
- Yes, Virginia, You Did Sign Up for This
- Becoming the Debtor in Possession
- Chapter 31: Recognize and Rectify Hazards of Board Process
- Chapter 32: Know that Steady, Purposeful Work is the Antidote
- Chapter 33: Survive Success and Relentlessly Build Resilience
- Conclusion: Own the Role and Build the Future
- Index
Product information
- Title: The Governance Revolution
- Author(s):
- Release date: September 2018
- Publisher(s): De Gruyter
- ISBN: 9781547400386
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