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Improving Corporate Boards: The Boardroom Insider Guidebook Paperback – June 5, 2013
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Greater board independence, closer alignment of executive pay with performance, and tighter internal control--these areas have received raised attention in recent years in the United States and, increasingly, in Europe. But attempts to quantify such corporate-governance variables and link them to corporate performance have stumped academics and analysts alike.
Enter Improving Corporate Boards, part of a small but growing genre of how-to books on corporate governance. Author Ralph Ward focuses specifically on board-level governance, offering advice aimed primarily at corporate directors and with particular emphasis on the nonexecutive's role. As the writer for Boardroom Insider, an online corporate governance newsletter, Ward brings a wealth of anecdotal evidence to bear, sharing gems from his monthly Q&A feature in which directors pose anonymous questions to experts.
Each of the 25 chapters discusses a single aspect of board governance. Broadly, they cover: board, CEO, and committee duties and performance evaluation; board structure and leadership; the logistics of meetings and board communications; managing corporate image and corporate risk; governance in various organizational contexts; and hot governance topics. The checklist items are somewhat intuitive, but they're worth taking seriously in avoiding governance disasters; they also act as a handy guide to the contents of each chapter. Readers may also find useful the many links Ward provides to online sources of information: a stock options calculator, online listings of directorships available at nonprofits, industry reports, and so on.
In the final chapter, Ward notes that "through pension plans and mutual funds, the line between stakeholder and shareholder is increasingly blurring." It's an arguable point, with social, economic, and board-governance implications, but one that Ward leaves unexamined. That shortcoming aside, Improving Corporate Boards looks set to become a key contribution in the popularization of corporate governance. --Jackie Cook
From the Back Cover
Must-Have, Firsthand Guidance for the 21st Century Boardroom
From the Wall Street Journal and top cable business news programs to global politics, the topic of corporate governance is in the business media spotlight. Yet despite this surge of popular attention and the board of directors’ growing power and burdens, solid advice for running a better board remains scattered and inconsistent. At a time of sharp scrutiny and far tighter board accountability, today’s corporate boards and top managers need practical wisdom more than ever. In this invaluable guidebook, the founder of the online newsletter Boardroom INSIDER compiles the best "first-person" advice for quality boards. Here are expert answers to the most widely asked governance questions from today’s board members and top corporate management. From CEO evaluation to logistics and policymaking, bone up on:
- Effective board recruiting
- The hottest trends in board pay
- What to do when your CEO is the problem
- Running a smart audit committee
- How to manage board-meeting surprises
- Dealing with corporate counsel, boardroom battles, board investigations, and strikes
- Surviving the family boardroom
- Board retirement policies
- Career builders for women in the boardroom
- Putting your board retreat to work
- Strategies for nonprofit boards
Including dozens of helpful checklists and inside examples of the governance strategies of leading companies, Improving Corporate Boards will help all directors ask the questions that hold the key to better governance for the future.
Top customer reviews
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5 Steps to Board Success, Mark Daly. A very methodical, step-by-step approach to creating a Board. Excellent if you are entirely new to the process, particularly for small companies, but a bit weak on some topics (e.g., committees) for larger companies. Includes a variety of forms and example documents that would really help get started. 5 stars for small, closely-held companies, 4 stars overall.
Creating Effective Boards for Private Enterprises, John Ward. An excellent book covering in much more detail than "5 Steps" the nature of Boards, their duties and obligations, etc. Not as strong on the mechanics of forming a Board, but very strong on how to maximize the value of your board. 5 Stars if you already have a Board, 4 stars overall.
Improving Corporate Boards, Ralph Ward. Appropriate for larger corporations with functioning boards. Many good topics and bits of information, plus a lot of references to web resources, with whole chapters on audit and compensation committees. Is the only one of the three to give minutes and document retention adequate coverage. Includes a chapter on how to become a Board member, and how to improve your performance if you are one. 4 Stars - good info but aimed at larger, already-functioning boards. A bit haphazard in organization.
I heavily flagged pages in all three books, and learned a lot from them all. Each has a different focus, so the amount of overlap was surprisingly small.
After investing in public and private companies for over 30 years, serving on numerous public and private company boards, reading dozens of books and hundreds of articles on improving company boards and better corporate governance - this is the best I have come across. Companies should provide a copy of this book for each of their directors as a matter of policy, and investors should read it to discover valuable new insights into the crucial but often forgotten links between director quality, accountability, conflicts of interest and stock price performance.