The Handbook of Board Governance, 2nd Edition

The Handbook of Board Governance, 2nd Edition

by Richard Leblanc
Released May 2020
Publisher(s): Wiley
ISBN: 9781119537168

Read it now on the O’Reilly learning platform with a 10-day free trial.

O’Reilly members get unlimited access to books, live events, courses curated by job role, and more from O’Reilly and nearly 200 top publishers.

Start your free trial

Book description

The revised new edition of the must-read guide for executives—provides comprehensive coverage of topics in corporate governance by leading subject-matter experts

The Handbook of Board Governance is the marketing-leading text on public, nonprofit, and private board governance. Providing comprehensive, in-depth coverage, this unique text represents a collaboration of internationally-recognized academics and prominent organization directors, executives, managers, and advisors. Contributors include Ariel Fromer Babcock, Robert Eccles, Alice Korngold, Ellie Mulholland, Michael Useem, Elizabeth Valentine and John Zinkin. Practical, expert guidance enables readers to understand value creation and the strategic role of the board, risk governance and oversight, audit and compensation committee effectiveness, CEO succession planning, and other diverse board duties and responsibilities.

Now in its second edition, the Handbook offers substantial updates and revisions reflecting contemporary trends, practices, and developments in board governance. New content includes discussions of pressing issues related to climate change, examination of information technology and cybersecurity challenges, and recent tax legislation that will impact executive compensation. Editor Dr. Richard Leblanc—an award-winning teacher, professor, lawyer, management consultant, and specialist on boards of directors—integrates practical experience and academic rigor to assist readers:

  • Build and strengthen engaged and collaborative leadership in the boardroom
  • Recognize the role and responsibilities of a well-functioning governing board
  • Risk governance, assurance, and the duties of directors
  • Keep pace with new trends in board governance and shareholder responsibility
  • Measure performance and align performance measurement to executive pay
  • Understand information technology governance, sustainability governance, and the different forms of governance

Highly relevant to board and committee members regardless of sector or industry, The Handbook of Board Governance, 2nd Edition is an invaluable source of knowledge on all aspects of corporate and organization governance.

Table of contents

  1. Cover
  2. Foreword
  3. Preface
    1. Organization of This Handbook
    2. How to Read This Handbook
    3. Readers Interested in This Handbook
  4. About the Editor
    1. Richard Leblanc
  5. 1 The Handbook of Board Governance
    1. Introduction
    2. Diversity of Authorship
    3. Improved Corporate Governance
    4. Part I: The Board's First Responsibility: The Right CEO
    5. Part II: The Board's Second Responsibility: The Right Board Chair
    6. Part III: Who Is at the Board Table? Board Composition, Dynamics, and Decision-Making
    7. Part IV A: Climate Governance
    8. Part IV B: Technology Governance
    9. Part IV C: Risk and Financial Governance
    10. Part IV D: Strategic Governance
    11. Part IV E: Human Capital and Compensation Governance
    12. Part IV F: Legal and Governance Responsibilities of Directors
    13. Part V: Shareholder Engagement and Board Accountability
    14. Part VI: Not-for-Profit Governance
    15. Part VII: Small and Medium Company Governance
    16. Part VIII: Global Corporate Governance
    17. Conclusion: Future of Board Governance and Unresolved Issues
    18. References
  6. I: The Board's First Responsibility: The Right CEO
    1. 2 CEO Succession Planning Trends and Forecast
      1. Recent Trends
      2. Crisis Management CEO Replacement
      3. Long-Term Planning and Mentorships
      4. Gender Diversity Planning
      5. Best Practices for CEO Succession Planning
      6. Examples of CEO Succession Planning Disclosure
      7. Conclusion
      8. About the Author
      9. Notes
    2. 3 CEO Succession Planning
      1. The Market for Chief Executive Officers
      2. CEO Turnover
      3. Incoming CEOs
      4. Models of Succession Planning
      5. Common Practices in Succession
      6. Conclusion
      7. About the Authors
      8. Notes
    3. 4 CEO Succession: Lessons from the Trenches for Directors
      1. Introduction
      2. The Talent Disconnect
      3. The Reluctant Retiree
      4. The Absence of Human Resources
      5. The Assessment Tool Obsession
      6. The Irrelevant Criteria
      7. The Culture Conundrum
      8. The Mysterious Talent Pool
      9. The Never-Ending Transition
      10. The Forever CEO
      11. The Persistent Myth: It's Just for the Big Guys
      12. Conclusion
      13. About the Author
      14. References
    4. APPENDIX 1: Model CEO Succession Planning Charter
      1. Introduction
      2. Ad Hoc CEO Succession Committee Terms of Reference
      3. Notes
    5. APPENDIX B: Model CEO Position Description
      1. Introduction
      2. Chief Executive Officer Position Description
  7. II: The Board's Second Responsibility: The Right Board Chair
    1. 5 The Nonexecutive Chairman
      1. Key Responsibilities of a High-Performance, Nonexecutive Chairman
      2. Characteristics, Experience, and Skills to Look for in a Chair
      3. Communication with Shareholders
      4. Addressing Concerns of Activist Shareholders
      5. Conclusion
      6. About the Author
      7. Notes
    2. 6 Great Boards Don't Exist Without Great Chairs
      1. Introduction
      2. Unpacking the Modern Chair's Role
      3. The Chair-CEO Relationship
      4. Finding and Developing Great Chairs
      5. Role of the Corporate Secretary
      6. Conclusion
      7. About the Authors
    3. 7 What's in a Name? The Lead Director Role at U.S. Public Companies
      1. Introduction
      2. Part I: Where Did the Lead Director Role Come From?
      3. Part II: Who Are Today's Lead Directors?
      4. Part III: What Responsibilities Do Lead Directors Have?
      5. Part IV: What Challenging Issues Demand the Most Attention from Lead Directors?
      6. Part V: What Behaviors and Key Relationships Set the Most Successful Board Leaders Apart?
      7. Conclusion
      8. About the Authors
      9. Notes
    4. APPENDIX 3: Model Board Chair Position Description
      1. Introduction
      2. Board Chair Position Description
  8. III: Who Is at the Board Table? Board Composition, Dynamics, and Decision-Making
    1. 8 Director Independence, Competency, and Behavior
      1. The Regulatory Focus on Director Independence May Occur at the Expense of Industry Expertise
      2. Moving Beyond Director Independence
      3. Regulatory Emphasis on Director Independence
      4. Boards Should Collectively Decide: How Much Compromising of Director Independence Is Acceptable?
      5. Director Competency
      6. Board Diversity Matrix
      7. Director Behavior
      8. Assessing Overall Director Effectiveness
      9. Conclusion
      10. About the Author
      11. Notes
      12. References
    2. 9 Board Behaviors: How Women Directors Influence Decision Outcomes
      1. Introduction
      2. Background and Context
      3. Preparation
      4. Independent Judgment
      5. Constructive Challenge
      6. Contribution
      7. Different Perspectives
      8. Engagement Style
      9. Risk Awareness
      10. Impacts on Decision-Making
      11. Conclusion
      12. About the Author
      13. Note
      14. References
    3. 10 The State of Gender Diversity in Boardrooms
      1. Introduction
      2. Gender Diversity
      3. Professional and Social Capital
      4. How Social Capital Can Be Represented on Boards
      5. Social and Regulatory Effects on Gender Parity in Boardrooms
      6. The Paradigm Shift
      7. Conclusion
      8. About the Author
      9. Note
      10. References
    4. 11 Every Seat Matters
      1. Introduction
      2. The Power and Limitations of a Skills-Based Matrix
      3. The 2VArchetype Framework
      4. Populating the 2VArchetype Framework
      5. The Archetypes
      6. Using the 2VArchetype Framework
      7. Conclusion
      8. About the Authors
    5. 12 The Art of Asking Questions as a Director
      1. Introduction
      2. Why Questions (Really) Matter
      3. What Dampens Questions?
      4. The Purpose of Questions
      5. When to Ask Questions
      6. How to Ask Questions
      7. Getting Answers
      8. Conclusion
      9. About the Author
      10. Notes
      11. References
    6. 13 Board Succession, Evaluation, and Recruitment: A Global Perspective
      1. Introduction
      2. Who Has the Right to Nominate and Elect the Board?
      3. Basic Board Structure and Independence
      4. Board Succession Management
      5. Building a Fit-for-Purpose Board
      6. The Hot Topic of Diversity on Boards
      7. Board Evaluation
      8. Board Recruitment
      9. Vetting of Board Candidates
      10. Board Candidates' Own Due Diligence
      11. Conclusion
      12. About the Author
    7. APPENDIX 4: Model Individual Director Position Description
      1. Introduction
      2. Individual Director Position Description
    8. APPENDIX 5: Model Conflict of Interest Policy for Directors
      1. Introduction
      2. Conflict of Interest Policy and Sign-Off for Directors
  9. IV: The Work of the Board: A. Climate Governance
    1. 14 Climate Change and Directors' Duties: Closing the Gap Between Legal Obligation and Enforcement Practice
      1. Introduction
      2. Why Climate Change Is a Core Corporate Governance Issue
      3. Incorporating Climate Change into The Board's Role on Governance, Strategy, Risk Management Oversight, and Disclosure
      4. Climate Change and Directors' Duties in Key Common Law Jurisdictions
      5. Practical Tools for Climate Governance and Disclosure
      6. Conclusion
      7. About the Authors
      8. Notes
    2. 15 Board Oversight and Climate Change: What Directors Need to Know
      1. Introduction
      2. Incorporating Climate Change into the Overall Board Governance Framework
      3. Understanding the Dynamic of Climate Risk, Climate Opportunity, and Financial Impact
      4. What the Board Needs to Know About Risk and Opportunities Analyses
      5. What the Board Needs to Know About Climate-Related Risk Management and Strategic Planning
      6. What the Board Needs to Know About Climate Change–Related Disclosure
      7. Closing Comments
      8. About the Author
      9. Notes
    3. 16 Responsible Boards for a Sustainable Future
      1. Introduction
      2. Role of the Board of Directors
      3. Emerging Standards of Sustainability
      4. Responsible Boards
      5. 1. Crafting the Sustainability Vision
      6. 2. Building Sustainable Boards
      7. 3.Integrating Sustainability into the Organization
      8. Conclusion
      9. Appendix
      10. About the Author
      11. Notes
    4. 17 Corporate Governance to Advance Business and Society
      1. Introduction
      2. Two Sustainability Narratives
      3. The United Nations Sustainable Development Goals (SDGs)
      4. Boards Build Shareholder Value
      5. Global Challenges Present Opportunities for Businesses
      6. Boards That Lead
      7. Society Holds Businesses Accountable
      8. Boards Must Build a Better World
      9. About the Author
      10. References
  10. IV: The Work of the Board: B. Technology Governance
    1. 18 Technology and the Corporate Board 2020 and Beyond
      1. Introduction
      2. History
      3. Exponential Thinking
      4. Emerging Technologies
      5. Artificial Intelligence
      6. Blockchain
      7. 5G
      8. Internet of Things
      9. Quantum Computing
      10. Cybercrime
      11. Other Technologies
      12. Business Models and Disruptive Technology
      13. Conclusion
      14. About the Author
      15. References
    2. 19 Responsive Governance in a Digital World: The Need to Up-Skill
      1. Introduction
      2. Digital Transformation
      3. Why IT Governance Capability Is Necessary Across the Board
      4. Seven Areas of ETG Risk Boards Need to Know About
      5. Three Barriers to Effective Board-Level ETG
      6. Board ETG Accountabilities and New Competencies
      7. Five Practical Steps to Start Transforming Your Board
      8. Conclusion
      9. About the Authors
      10. Notes
      11. References
    3. 20 The Impact of Blockchain Technology for Corporate Governance
      1. Executive Summary
      2. Glossary of Terms
      3. Introduction: Blockchain Enhancements in Corporate Governance
      4. Voting Rights and “Smart Contracts”: Compliance Automation
      5. Digital Currency: Securities Regulatory Implications
      6. Security Token Issuances: Board Considerations
      7. Impact of Digital Currency: Key Lessons Learned
      8. Conclusion: Governance Efficiency and Effectiveness
      9. About the Author
      10. Notes
      11. References
    4. 21 Blockchain: An Introduction for Boards of Directors
      1. Introduction
      2. What Is Blockchain and Why Is It Important?
      3. Why Is Knowledge of Blockchain Important to Boards?
      4. Industry Disruption, Impacts, and Considerations for Boards
      5. PrimaryMarkets: A Finance Industry Case Study
      6. Conclusion
      7. About the Authors
      8. Notes
      9. References
    5. 22 Reflections of a Board Chair on the Christchurch Massacre: Governing Social Media
      1. Introduction
      2. The Impact of Social Media on Corporate Governance
      3. Boards and Companies Are Not Immune
      4. The Meaning of Governance
      5. Governance Document
      6. Social Media Attacks
      7. Conclusion
      8. Appendixes
      9. About the Author
  11. IV: The Work of the Board: C. Risk and Financial Governance
    1. 23 Financial Literacy and Audit Committees: A Primer for Directors and Audit Committee Members
      1. Editor's Note
      2. The Board and Audit Committee's Financial Literacy and Oversight of Financial Reporting and External Audit
      3. Audit Committee Oversight of Internal Audit
      4. Audit Committee Oversight of Risk Management
      5. Audit Committee Oversight of Business Conduct, Ethics, and Whistleblowing
      6. Audit Committee Oversight of Technology and Cybersecurity
      7. Conclusion
      8. About the Author
      9. Notes
    2. 24 Corporate Governance in an Age of Populism
      1. Introduction
      2. A Populist Replay of the 1930s?
      3. Populism Is Not the Answer
      4. Preventing a Political Tragedy of the Commons?
      5. Conclusion
      6. About the Author
      7. Notes
    3. 25 A Call to Action for Geopolitical Governance
      1. Introduction
      2. Twenty-First-Century Political Risk
      3. Politics Is More Manageable Now Than Ever
      4. Politics Is a Board Imperative
      5. A New Approach
      6. Conclusion: The First Step to Geopolitical Governance
      7. About the Authors
    4. 26 Governing Boards, Risk Management, and Deliberative Thinking
      1. The Risks of Governance Risks
      2. Engaging the Board in Risk Governance Oversight
      3. Bringing Deliberative Thinking into the Boardroom
      4. A Director's Risk Roadmap
      5. About the Author
      6. Notes
      7. References
    5. 27 Lawyers' Advice to Directors on Overseeing Executive Pay
      1. Introduction
      2. The Overarching Principle of the Fiduciary Duty
      3. The Approval of a Compensation Committee Isn't Necessarily Enough
      4. If It Looks Too Good to Be True, a Court Is Probably Going to Feel the Same Way
      5. Don't Stop Being Scrupulously Honest Just Because a Contract Is Signed
      6. If Your Company May Have an Executive Who Breached Their Duty, Contemplate Asking a Court to Set It Aside
      7. Conclusions and Lessons from the Law
      8. About the Authors
      9. Notes
    6. 28 Accountant's Advice to Company Directors: Directors' Obligations to Detect Top-10 Frauds
      1. Background
      2. Fraud #1: Absent Board Independence
      3. Fraud #2: Hiring “Rubber-stamp” Consultants
      4. Fraud #3: Over-Ranked Financial Specialists
      5. Fraud #4: Incentive Programs Gone Awry
      6. Fraud #5: Weak Financial Controls
      7. Fraud #6: Non-Arm's-Length/Self-Dealing
      8. Fraud #7: Ponzi Schemes
      9. Fraud #8: “Cooked Books”
      10. Fraud #9: IFRS
      11. Fraud #10: Corporate Reorganizations
      12. About the Author
    7. 29 Ten Tell-Tale Signs of Possible Fraud: A Director's Primer
      1. Introduction
      2. The Chief Executive Officer (CEO) Is a Narcissist
      3. The CEO Takes a Keen Interest in Basic Accounting Entries
      4. The Company's Operation Represents One Person's Vision
      5. The Corporate Organization Chart Does Not Reflect Reality
      6. The Board Does Not Understand All Aspects of the Business
      7. The Minute Books Are Not Up to Date
      8. The Audit Committee Is Inactive
      9. Senior People Have a Flamboyant Lifestyle
      10. Noncore or Unusual Business Activities Generate High Revenue
      11. The Corporation Is Not a Securities and Exchange Commission (SEC) Registrant
      12. Conclusion
      13. About the Author
    8. 30 100 Questions Directors Should Ask When Assessing the Effectiveness of Risk Systems
      1. Introduction
      2. The Challenge
      3. Key Elements of Effective Risk Governance
      4. How Do Directors Assess Whether Risk Systems Are Working Effectively?
      5. About the Author
    9. 31 Risk Oversight for Directors: A Practical Guide
      1. Introduction
      2. The Mechanics of ERM
      3. The Five ERM Elements
      4. The Four ERM Fundamentals
      5. Board Risk Oversight
      6. Conclusion
      7. About the Author
      8. Acknowledgments
      9. Appendix: Gap Study—Risk Oversight for Directors: A Practical Guide
      10. Notes
    10. 32 Risk Governance: Leading Practice and Demographic Impacts
      1. Introduction
      2. What Is Enterprise Risk Management and Risk Governance?
      3. Corporate Governance Regulations: Risk Governance Expectations
      4. A Risk Governance Approach
      5. How Should the Board Organize Itself to Oversee Risk?
      6. What Should the Charter of the Board Include Regarding Risk Oversight?
      7. What Skills Should Directors Possess to Fulfill the Board Risk Oversight Charter?
      8. Emerging Role of the CRO
      9. Policy
      10. Assurance
      11. Risk Governance Framework Implementation
      12. Demographic Influencers of Effective Risk Governance
      13. Conclusion
      14. About the Author
      15. Notes
  12. IV: The Work of the Board: D. Strategic Governance
    1. 33 Agile Governance
      1. Introduction
      2. Four Principles of Agile Boards and a Toolbox
      3. And Toolbox—The Agile Dashboard
      4. Interaction Time and Pivot
      5. Conclusion
      6. About the Authors
      7. Notes
    2. 34 The Three Dilemmas for Creating a Long-Term Board
      1. Chapter Summary
      2. Introduction: Making the Case for Why Boards Should Care About Being Long-Term
      3. The Dilemma of a Time-Constrained Board
      4. The Dilemma of Using Stock Ownership as a Means of Aligning Interests
      5. Shareholder Engagement: The Dilemma of How and When Directors Should Engage
      6. Solutions for Long-Term Boards
      7. Conclusion
      8. About the Authors
      9. Notes
    3. 35 Strategic Blindspots in the Boardroom
      1. Competitive Blindspots
      2. Anchoring Blindspots
      3. Organizational Blindspots
      4. New Boardroom Blindspots for the Next Five Years
      5. Conclusion: Steps Corporate Directors Should Now Take as a Profession
      6. About the Author
      7. References
  13. IV: The Work of the Board: E. Human Capital and Compensation Governance
    1. 36 Winter Is Coming: The Approaching Human Capital Management Storm
      1. Introduction
      2. The Link Between Human Capital and Firm Financial Performance
      3. The New Reality of Enhanced Information Disclosure
      4. Human Capital Metrics: Using “Big Data” Approaches
      5. Conclusion
      6. About the Authors
      7. Notes
    2. 37 The Effective Compensation Committee
      1. Introduction
      2. Keys to an Effective Compensation Committee
      3. Compensation Committee Charter
      4. Compensation Philosophy
      5. Compensation Committee Calendar
      6. Aligning Pay to Performance: Best Practices
      7. Succession Planning and Talent Development
      8. Say on Pay and Shareholder Engagement
      9. Conclusion
      10. About the Authors
      11. Notes
    3. 38 Compensation Governance and Performance-Based Executive Compensation
      1. Introduction
      2. Typical Responsibilities Found Within the Charter of the Compensation Committee
      3. Compensation Governance Background
      4. Compensation Governance Process
      5. Performance-Based Executive Compensation
      6. Governance Process to Review and Design the Annual Bonus
      7. Governance Process to Review and Design the Long-Term Incentive Plans
      8. Governance Process to Design Performance-Based Incentives
      9. Final Thoughts
      10. About the Author
    4. 39 Measuring and Improving Pay for Performance: Board Oversight of Executive Pay
      1. The Three Basic Objectives of Executive Pay
      2. A Brief History of Executive Pay
      3. Why Percent of Pay at Risk Is Not a Meaningful Measure of Incentive Strength
      4. Measuring the Three Basic Objectives of Executive Pay
      5. The Design Implications of the Measurement Analysis: Perfect Pay Plans
      6. Benchmarking Pay for Performance
      7. Executive Pay Has a Big Impact on Shareholder Wealth
      8. Directors Need to Ensure That They Themselves Have Strong Incentives to Increase Shareholder Value
      9. Institutional Investors Don't Do a Good Job on Say on Pay
      10. ISS Doesn't Do a Good Job for Institutional Investors
      11. Conclusion
      12. About the Author
      13. Notes
      14. References
    5. 40 Designing Performance for Long-Term Value: Aligning Business Strategy, Management Structure, and Incentive Design
      1. Defining Performance and Missing Metrics
      2. What About Earnings per Share (EPS) as a Performance Metric?
      3. Connecting Current and Future Value to Total Shareholder Return
      4. Aligning Management Structure with Innovation and Future Value
      5. Current Value, Future Value, and Rethinking Long-Term Incentive Design
      6. Explaining Performance and Pay for Performance
      7. Conclusion
      8. Glossary
      9. About the Author
      10. Notes
    6. 41 Mind the Gap: How Human Resources Can Become More Integral to the Corporate Boardroom Agenda
      1. What Contributes to the HR Knowledge Gap in Corporate Boardrooms?
      2. How Can Boards Effectively Address the HR Knowledge Gap?
      3. Capacity Development
      4. Conclusion
      5. About the Authors
      6. References
  14. IV: The Work of the Board: F. Legal and Governance Responsibilities of Directors
    1. 42 Board Risk and Responsibility Under Regulatory and Criminal Law
      1. Board Governance, Regulatory and Criminal Law
      2. Leadership Failure and the Westray Mine Disaster
      3. Moral Panic and Political Policy Proclivity
      4. Legal Differences Between Regulatory and Criminal Law
      5. “Due Diligence” or “Do Diligence” in Risk Governance
      6. Directors' Personal Risk and Due Diligence
      7. No DPAs for Directors
      8. Indemnity and Insurance for Directors
      9. The Charter and Legal Risk Management
      10. International Directions in Directors' Legal Liability
      11. About the Author
      12. Notes
      13. References
    2. 43 Riding Between Cars: The Position of the Corporate Secretary
      1. Introduction
      2. Legal Origins
      3. Duties, Powers, and Responsibilities
      4. Narrative Descriptions by Experts
      5. Expansion of the Role
      6. Best Practices
      7. Shareholder Engagement
      8. Say on Pay
      9. Investor Relations
      10. Straddling
      11. Future of the Role
      12. About the Author
      13. Notes
    3. 44 Ensuring Good Governance and Business Success in International Subsidiaries
      1. Align the Purpose of the Subsidiary and Its Board to the Parent
      2. Align the Processes of the Subsidiary with the Needs for Good Governance
      3. Align the Leadership of the Subsidiary with the Needs of the Board
      4. Identify the Operating Needs of the Parent: The “Non-negotiables”
      5. Clarify and Align the Needs of the Subsidiary with the Parent Organization
      6. Making It Work—The Glue That Binds: “Trans-Cultural Conduits”
      7. Conclusion
      8. About the Author
      9. References
  15. V: Shareholder Engagement and Board Accountability
    1. 45 The Rise of Investor Stewardship
      1. Introduction
      2. Investor Responses
      3. What Is Driving Stewardship?
      4. What Does Stewardship Look Like?
      5. Reporting Stewardship
      6. What Does the Rise of Stewardship Mean for Companies?
      7. The Future of Stewardship
      8. About the Author
      9. Notes
      10. Reference
    2. 46 Director/Shareholder Meetings
      1. Introduction
      2. Why Engage
      3. Director/Shareholder Engagement in Various Jurisdictions
      4. The Canadian Coalition for Good Governance's Board Engagement Program
      5. Thoughts on Carrying Out Director/Shareholder Engagements
      6. Conclusion
      7. About the Author
      8. Notes
    3. 47 Dual-Class Share Firms in Developed Market Economies*
      1. Introduction
      2. What Are Dual-Class Shares (DCSs)?
      3. Theoretical Background
      4. Controversial Aspects of DCSs
      5. Reform Suggestions
      6. Conclusion
      7. About the Author
      8. Notes
    4. 48 For Directors: The Long-Term Relationship Between Directors, Companies, and Institutional Investors
      1. Background
      2. Why Are Institutional Investors Important?
      3. Long-Term Ownership by Institutional Investors: Should Directors Care?
      4. What Are the Keys to Engagement? What Triggers Advanced Engagement? Which Issues Are of Utmost Importance?
      5. Overcoming Impediments and Realizing Benefits Through Engagement
      6. How Do Institutional Investors Evaluate Governance and Select Engagement Strategies, Including Quiet Diplomacy?
      7. How Do Institutional Investors Evaluate Directors Through Proxy Voting?
      8. What Will Be the Next Major Governance Focus for Investors and Directors?
      9. Candid Advice for Board Members
      10. Suggestions for Directors, Investors, and Boards to Improve Their Governance
      11. Conclusion
      12. Acknowledgments
      13. About the Author
      14. Notes
      15. Useful Citations and Reference Materials
    5. 49 Proxy Scorecards Will Empower Investors
      1. Executive Summary
      2. Externalities and “Forced Capitalists”
      3. Main Street Investors Should Have a Say
      4. Knowing How Funds Vote
      5. Organizing Around Common Values
      6. Real-Time Proxy Voting Disclosure
      7. Giant Funds Clash to Determine American Values
      8. Broader Shareholder Base Needed to Reflect American Values
      9. About the Author
      10. Notes
  16. VI: Not-for-Profit Governance
    1. 50 Charitable and Not-for-Profit Organization Governance
      1. Introduction
      2. Legal Options for Charitable and Not-for-Profit Organizations
      3. Underlying Role of Directors
      4. What Are Charitable and Not-for-Profit Organizations?
      5. Role of Charitable and Not-for-Profit Organizations: Effect on Role of Directors
      6. Tools of Effective Boards
      7. Conclusion
      8. About the Author
      9. Notes
    2. 51 The Best of Boards, the Worst of Boards: The Not-for-Profit Experience
      1. Introduction
      2. The Best of Boards
      3. The Worst of Boards
      4. Additional Resources and Acknowledgments
      5. About the Author
      6. Notes
    3. 52 Fundraising Best Practices for Not-for-Profit Boards of Directors
      1. Introduction
      2. The Board Member's Role as an Ambassador
      3. A Culture of Philanthropy
      4. Board Giving
      5. The Board's Role in Fundraising Oversight
      6. The Development Committee's Role
      7. Individual Board Members' Roles in Fundraising
      8. Staff's Role in Fundraising
      9. About the Author
  17. VII: Small and Medium Company Governance
    1. 53 Governance of Small and Medium-Sized Entities
      1. Introduction
      2. Governance Codes and Standards for SMEs
      3. Governance Standards and Codes Applicable to All Types of Organizations, Including SMEs
      4. Governance Material Specific to SMEs
      5. What Does Governance Mean to SMEs?
      6. Conclusion: Is Governance Relevant for SMEs?
      7. About the Author
      8. Notes
    2. 54 Private Versus Public Company Governance: Top-13 Questions for Board Members to Consider
      1. Introduction
      2. Final Remarks
      3. Acknowledgments
      4. About the Authors
      5. Notes
      6. Other Resources
    3. 55 Cannabis Governance: Advice for Current and Prospective Directors in This Emerging Industry
      1. Introduction
      2. In These Early Days, There Are More Stocks Than There Are Companies
      3. Getting Underneath the Canopy
      4. Be Realistic About What Governance Is in This Space
      5. Board and Management Need to Keep Each Other Focused
      6. Setting Pay in This Space
      7. The Board and Overseeing the Capital Expenditure Budget
      8. Challenge Management on Big Bets by Looking to the Informal Market
      9. Mergers, Acquisitions, and Consolidation Present Unique Challenges for Cannabis Boards
      10. About the Author
  18. VIII: Global Corporate Governance
    1. 56 Cross-Border Corporate Governance
      1. Historical Perspectives
      2. Social, Cultural, and Legacy Issues
      3. Emergence of the “Emerging Economies”
      4. Common Governance Themes Crisscrossing International Borders
      5. Corporate Governance: Examining Approaches Taken by Australia, India, Singapore, the United Kingdom, and the United States
      6. Dealing with Shareholder Empowerment
      7. Disproportionate Voting Rights
      8. Emerging Governance Issues for Multinationals
      9. About the Author
      10. Notes
    2. 57 Corporate Governance in Asia-Pacific
      1. Introduction
      2. The Rise of Asia-Pacific
      3. Capital Markets in Asia-Pacific
      4. The Components of an Ideal Corporate Governance Ecosystem and How Countries Compare
      5. Conclusions
      6. About the Author
      7. Notes
    3. 58 Boards of Directors of Chinese Companies
      1. Introduction
      2. Establishment and Development of the Chinese Board of Directors System
      3. Board Governance of State-Owned Enterprises
      4. Governance of the Board of Directors of Private Enterprises
      5. The Evaluation of the Boards of Directors of Chinese Listed Companies
      6. Conclusions
      7. About the Authors
      8. References
    4. 59 The Russian Corporate Governance Story
      1. Learning to Fly: Russian Corporate Governance Origins
      2. Set the Controls for the Heart of the Wealth: Regulators, Shareholders' Activists, Directors' NGOs
      3. The Dark Side of the Boom: Attempting to Refine Governance in SOEs
      4. Sberbank's Bold Analysts' Riot: Comfortably Numb?
      5. The Final Cut: Conclusions and Recommendations
      6. About the Author
    5. 60 CARICOM (Caribbean Community) Governance
      1. Introduction
      2. Landscape
      3. Goals
      4. Conclusion
      5. About the Author
      6. Notes
    6. 61 King IV: Taking Corporate Governance to the Next Level
      1. A Focus on Outcomes Within an Ethical Context
      2. New Foundational Elements of King IV
      3. King IV and Ethical Consciousness and Leadership
      4. King IV Focuses on Conduct
      5. King IV Promotes an Outcomes-Based View
      6. The “Apply-and-Explain” Regime
      7. Broad Applicability of King IV
      8. Greater Clarity Is Obtained
      9. Proportionality Is an Important Concept
      10. Specific Content Shifts in King IV
      11. Conclusion
      12. About the Authors
      13. Notes
  19. Index
  20. End User License Agreement

Product information

  • Title: The Handbook of Board Governance, 2nd Edition
  • Author(s): Richard Leblanc
  • Release date: May 2020
  • Publisher(s): Wiley
  • ISBN: 9781119537168