| Foreword |
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li | |
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| Preface |
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liii | |
| About the Editor |
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lvii | |
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1 The Handbook of Board Governance: An Introduction and Overview |
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1 | (1) |
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1 | (1) |
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2 | (1) |
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Improved Corporate Governance |
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2 | (1) |
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Part I The Boards First Responsibility: The Right CEO |
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3 | (4) |
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Part II The Board's Second Responsibility: The Right Board Chair 5 Part III: Who Is at the Board Table? Board Composition, Dynamics, and Decision-Making |
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7 | (3) |
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Part IV A Climate Governance |
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10 | (3) |
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Part IV B Technology Governance |
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13 | (3) |
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Part IV C Risk and Financial Governance |
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16 | (7) |
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Part IV D Strategic Governance |
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23 | (2) |
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Part IV E Human Capital and Compensation Governance |
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25 | (4) |
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Part IV F Legal and Governance Responsibilities of Directors |
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29 | (2) |
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Part V Shareholder Engagement and Board Accountability |
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31 | (3) |
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Part VI Not-for-Profit Governance |
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34 | (2) |
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Part VII Small and Medium Company Governance |
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36 | (1) |
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Part VIII Global Corporate Governance |
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37 | (4) |
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Conclusion: Future of Board Governance and Unresolved Issues |
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41 | (1) |
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42 | (1) |
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I THE BOARD'S FIRST RESPONSIBILITY: THE RIGHT CEO |
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43 | (55) |
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2 CEO Succession Planning Trends and Forecast |
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45 | (1) |
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46 | (1) |
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Crisis Management CEO Replacement |
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47 | (1) |
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Long-Term Planning and Mentorships |
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49 | (2) |
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Gender Diversity Planning |
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51 | (2) |
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Best Practices for CEO Succession Planning |
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53 | (2) |
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54 | (1) |
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54 | (1) |
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54 | (1) |
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Examples of CEO Succession Planning Disclosure |
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55 | (1) |
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55 | (1) |
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56 | (1) |
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56 | (1) |
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56 | (1) |
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57 | (1) |
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57 | (1) |
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3 CEO Succession Planning |
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58 | (1) |
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The Market for Chief Executive Officers |
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59 | (3) |
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62 | (4) |
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66 | (1) |
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Models of Succession Planning |
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67 | (1) |
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67 | (1) |
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President and/or Chief Operating Officer |
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68 | (1) |
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68 | (1) |
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69 | (1) |
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Common Practices in Succession |
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69 | (1) |
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69 | (1) |
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70 | (1) |
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Skills-and-Experience Profile |
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70 | (1) |
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Rigorous Talent Development |
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70 | (1) |
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Active Participation of the CEO |
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71 | (1) |
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72 | (1) |
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73 | (1) |
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73 | (4) |
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4 CEO Succession: Lessons from the Trenches for Directors |
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77 | (1) |
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77 | (3) |
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80 | (1) |
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81 | (1) |
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The Absence of Human Resources |
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82 | (1) |
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The Assessment Tool Obsession |
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83 | (2) |
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85 | (2) |
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87 | (2) |
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The Mysterious Talent Pool |
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89 | (1) |
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The Never-Ending Transition |
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90 | (2) |
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92 | (1) |
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The Persistent Myth: It's Just for the Big Guys |
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93 | (2) |
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95 | (1) |
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96 | (1) |
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97 | (1) |
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Appendix 1 Model CEO Succession Planning Charter |
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98 | (7) |
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98 | (1) |
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Ad Hoc CEO Succession Committee Terms of Reference |
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99 | (6) |
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99 | (1) |
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99 | (3) |
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102 | (1) |
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103 | (1) |
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103 | (2) |
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Appendix 2 Model CEO Position Description |
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105 | (6) |
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105 | (1) |
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Chief Executive Officer Position Description |
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106 | (5) |
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II THE BOARD'S SECOND RESPONSIBILITY: THE RIGHT BOARD CHAIR |
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111 | (81) |
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5 The Nonexecutive Chairman: Toward a Shareholder Value Maximization Role |
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113 | (1) |
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Key Responsibilities of a High-Performance, Nonexecutive Chairman |
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114 | (1) |
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114 | (2) |
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Learn the Industry and Business |
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116 | (1) |
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Engage Regularly with the CEO and Other Management |
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117 | (1) |
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Set the Standards for the Value-Creation Process |
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118 | (2) |
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Ensure Robust Engagement in Monitoring Value-Creation Plan Progress |
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120 | (2) |
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Implement Strict Management Accountability Standards |
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122 | (1) |
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Influence Management Incentive Programs |
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122 | (2) |
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Influence Director Selection |
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124 | (1) |
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Implement a Process of Continuous Improvement |
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125 | (1) |
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125 | (1) |
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Characteristics, Experience, and Skills to Look for in a Chair |
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126 | (9) |
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127 | (1) |
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128 | (1) |
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Understanding of Value Creation, the Value-Creation Process, and the Capital Markets |
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129 | (2) |
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Ability to View Things Holistically |
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131 | (1) |
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Ethic of Accepting Personal Responsibility |
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132 | (1) |
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133 | (1) |
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No Desire for the CEO Role |
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134 | (1) |
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Communication with Shareholders |
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135 | (3) |
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Developing the Board Culture |
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136 | (1) |
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Engage Legal Counsel in Plan |
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137 | (1) |
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Regular Meetings with Shareholders |
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137 | (1) |
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Disclosure in Public Documents |
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138 | (1) |
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Addressing Concerns of Activist Shareholders |
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138 | (6) |
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Set the Policy and Tone Early On |
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141 | (1) |
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Meet with the Activist Investor |
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141 | (1) |
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Review the Activist's Points with Board and Management |
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142 | (1) |
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Schedule Second Meeting with Activist |
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143 | (1) |
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143 | (1) |
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144 | (1) |
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145 | (1) |
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146 | (2) |
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6 Great Boards Don't Exist Without Great Chairs |
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148 | (1) |
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148 | (1) |
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Unpacking the Modern Chairs Role |
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149 | (1) |
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149 | (3) |
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152 | (2) |
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154 | (1) |
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154 | (1) |
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Organizational Stewardship |
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155 | (2) |
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157 | (1) |
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The Chair-CEO Relationship |
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157 | (2) |
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Finding and Developing Great Chairs |
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159 | (2) |
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Role of the Corporate Secretary |
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161 | (1) |
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161 | (1) |
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162 | (2) |
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7 What's in a Name? The Lead Director Role at U.S. Public Companies |
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164 | (1) |
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164 | (1) |
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Part I Where Did the Lead Director Role Come From? |
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165 | (3) |
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Part II Who Are Today's Lead Directors? |
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168 | (2) |
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Part III What Responsibilities Do Lead Directors Have? |
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170 | (7) |
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Lead Director Job Descriptions |
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174 | (3) |
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Part IV What Challenging Issues Demand the Most Attention from Lead Directors? |
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177 | (3) |
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CEO Evaluation and Succession |
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177 | (1) |
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178 | (1) |
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179 | (1) |
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179 | (1) |
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Part V What Behaviors and Key Relationships Set the Most Successful Board Leaders Apart? |
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180 | (5) |
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Relationship with the CEO |
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182 | (1) |
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Relationship with the Board |
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183 | (1) |
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Relationship with New Directors |
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184 | (1) |
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185 | (1) |
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185 | (1) |
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186 | (6) |
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Appendix 3 Model Board Chair Position Description |
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192 | (5) |
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192 | (2) |
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Board Chair Position Description |
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194 | (3) |
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III WHO IS AT THE BOARD TABLE? BOARD COMPOSITION, DYNAMICS, AND DECISION-MAKING |
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197 | (122) |
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8 Director Independence, Competency, and Behavior |
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199 | (1) |
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The Regulatory Focus on Director Independence May Occur at the Expense of Industry Expertise |
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199 | (1) |
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Moving Beyond Director Independence |
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200 | (1) |
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Regulatory Emphasis on Director Independence |
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201 | (1) |
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201 | (3) |
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How Boards (and CEOs) Circumvent Director Independence |
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204 | (1) |
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Examples of Management Capture |
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204 | (2) |
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Best Practices to Strengthen Director Independence |
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206 | (1) |
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Boards Should Collectively Decide: How Much Compromising of Director Independence Is Acceptable? |
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207 | (2) |
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The Systematic Graying of Independent Directors and Boards |
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207 | (1) |
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Conflict-Free, Independent Advisors |
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208 | (1) |
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209 | (4) |
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Director Competency Defined |
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209 | (1) |
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"CEO" Is Not a Competency |
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209 | (2) |
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"Experience" Is Not Synonymous with Competency |
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211 | (1) |
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The Director Competency Matrix |
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211 | (1) |
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Validation of Director Competency |
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211 | (2) |
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When Director Competency Is Outdated or Is Not Reflective of the Strategy |
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213 | (1) |
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213 | (2) |
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213 | (2) |
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215 | (7) |
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Assessing Important Director Behaviors |
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215 | (4) |
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Director Behavior and Board Dynamics |
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219 | (3) |
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Assessing Overall Director Effectiveness |
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222 | (5) |
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Addressing Regulatory and Investor Renewal Efforts: What Boards Should Be Doing |
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222 | (1) |
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Resistance by Boards to Demonstrate Director Selection Based on Competency, and Director Tenure Based on Performance |
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223 | (1) |
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Director Prerogative Being Challenged |
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224 | (2) |
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Independent Governance Reviews to Stimulate Renewal |
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226 | (1) |
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Self-Reviews of the Board Constitute a Conflict of Interest, as Does Management Facilitation |
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226 | (1) |
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227 | (1) |
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228 | (1) |
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229 | (2) |
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231 | (2) |
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9 Board Behaviors: How Women Directors Influence Decision Outcomes |
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233 | (1) |
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233 | (1) |
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234 | (1) |
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235 | (1) |
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236 | (1) |
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237 | (2) |
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239 | (1) |
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240 | (1) |
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241 | (2) |
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243 | (2) |
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Impacts on Decision-Making |
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245 | (3) |
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245 | (2) |
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247 | (1) |
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247 | (1) |
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248 | (1) |
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249 | (1) |
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249 | (1) |
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250 | (3) |
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10 The State of Gender Diversity in Boardrooms |
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253 | (1) |
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253 | (1) |
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254 | (1) |
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Professional and Social Capital |
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255 | (2) |
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How Social Capital Can Be Represented on Boards |
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257 | (2) |
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Social and Regulatory Effects on Gender Parity in Boardrooms |
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259 | (2) |
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261 | (4) |
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262 | (1) |
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Demystifying the Conundrum |
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262 | (1) |
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The Solution Is Not Representation, but Equality |
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263 | (1) |
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The Challenges of Diversity |
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263 | (2) |
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265 | (1) |
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265 | (1) |
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266 | (1) |
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266 | (3) |
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269 | (1) |
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269 | (1) |
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The Power and Limitations of a Skills-Based Matrix |
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269 | (3) |
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The 2VArchetype Framework |
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272 | (1) |
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Populating the 2VArchetype Framework |
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273 | (1) |
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274 | (1) |
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Upper-Right Quadrant Archetypes-High Value/High Voice |
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274 | (1) |
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Lower-Right Quadrant Archetypes-High Value/Low Voice |
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275 | (1) |
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Lower-Left Quadrant Archetypes-Low Value/Low Voice |
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276 | (1) |
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Upper-Left Quadrant Archetypes-High Voice/Low Value |
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277 | (1) |
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Using the 2VArchetype Framework |
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278 | (2) |
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280 | (1) |
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281 | (2) |
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12 The Art of Asking Questions as a Director |
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283 | (1) |
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283 | (1) |
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Why Questions (Really) Matter |
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284 | (1) |
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285 | (1) |
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286 | (2) |
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288 | (4) |
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292 | (4) |
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296 | (1) |
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297 | (1) |
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298 | (1) |
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299 | (1) |
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300 | (1) |
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13 Board Succession, Evaluation, and Recruitment: A Global Perspective |
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301 | (1) |
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301 | (1) |
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Who Has the Right to Nominate and Elect the Board? |
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302 | (2) |
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Basic Board Structure and Independence |
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304 | (3) |
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Board Succession Management |
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307 | (1) |
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Building a Fit-for-Purpose Board |
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308 | (2) |
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The Hot Topic of Diversity on Boards |
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310 | (2) |
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312 | (4) |
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316 | (1) |
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Vetting of Board Candidates |
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316 | (1) |
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Board Candidates' Own Due Diligence |
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317 | (1) |
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317 | (1) |
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318 | (1) |
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Appendix 4 Model Individual Director Position Description |
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319 | (4) |
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319 | (1) |
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Individual Director Position Description |
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320 | (3) |
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Appendix 5 Model Conflict of Interest Policy for Directors |
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323 | (10) |
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323 | (1) |
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Conflict of Interest Policy and Sign-Off for Directors |
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324 | (9) |
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Application of This Conflict of Interest Policy |
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324 | (3) |
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Monitoring and Enforcement of This Conflict of Interest Policy |
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327 | (1) |
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Compliance with This Conflict of Interest Policy |
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328 | (3) |
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Directorial Certificate of Compliance with This Conflict of Interest Policy (Certificate) |
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331 | (2) |
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333 | (1) |
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333 | (2) |
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14 Climate Change and Directors' Duties: Closing the Gap Between Legal Obligation and Enforcement Practice |
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335 | (1) |
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335 | (2) |
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Why Climate Change Is a Core Corporate Governance Issue |
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337 | (1) |
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Climate Change as a Foreseeable-and Often Material-Financial Risk |
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337 | (1) |
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Climate Change as a Financial Stability and Efficient Markets Issue |
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338 | (1) |
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Task Force on Climate-Related Financial Disclosures |
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339 | (1) |
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Shareholder Resolutions, Voting, and Engagement on Climate Change |
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340 | (1) |
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The Sustainable Development Goals Are Driving the Value-Creation Story of Climate Change |
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341 | (1) |
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Incorporating Climate Change into The Boards Role on Governance, Strategy, Risk Management Oversight, and Disclosure |
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342 | (2) |
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Climate Change and Directors' Duties in Key Common Law Jurisdictions |
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344 | (11) |
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From Ethical "Corporate Social Responsibility" to Financial Risk and Return |
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344 | (2) |
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Duties of Trust and Loyalty |
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346 | (1) |
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Duties of Competence and Attentiveness |
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347 | (2) |
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Enforcement of Directors' Duties |
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349 | (1) |
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Director Liability for Misleading or Inadequate Disclosures Relating to Climate Change |
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350 | (1) |
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Enforcement of Disclosure Obligations |
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351 | (1) |
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351 | (1) |
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Materiality of the Risk of Personal Liability |
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352 | (1) |
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The Enforcement Gap: Could Climate Change Be the Exception? |
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353 | (2) |
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Practical Tools for Climate Governance and Disclosure |
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355 | (1) |
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356 | (1) |
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357 | (3) |
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360 | (9) |
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15 Board Oversight and Climate Change: What Directors Need to Know |
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369 | (1) |
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370 | (2) |
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Incorporating Climate Change into the Overall Board Governance Framework |
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372 | (2) |
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Understanding the Dynamic of Climate Risk, Climate Opportunity, and Financial Impact |
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374 | (1) |
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Climate Change-Related Risks |
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375 | (3) |
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Litigation Risk---A Special Category |
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378 | (3) |
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Climate Change-Related Opportunities |
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381 | (1) |
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Understanding the Tools to Evaluate Climate Change-Related Risks and Opportunities |
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382 | (1) |
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What the Board Needs to Know About Risk and Opportunities Analyses |
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383 | (2) |
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What the Board Needs to Know About Climate-Related Risk Management and Strategic Planning |
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385 | (2) |
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What the Board Needs to Know About Climate Change-Related Disclosure |
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387 | (5) |
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392 | (1) |
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392 | (1) |
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393 | (5) |
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16 Responsible Boards for a Sustainable Future |
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398 | (1) |
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398 | (3) |
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Role of the Board of Directors |
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401 | (3) |
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Emerging Standards of Sustainability |
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404 | (2) |
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406 | (2) |
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OECD Guidelines for Multinational Enterprises |
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408 | (1) |
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Principles for Responsible Investment |
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409 | (1) |
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Global Reporting Initiative |
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409 | (1) |
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International Integrated Reporting Council |
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410 | (1) |
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International Organization for Standardization's Social Responsibility Standards |
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411 | (1) |
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412 | (1) |
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413 | (1) |
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1 Crafting the Sustainability Vision |
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414 | (4) |
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Defining Sustainability Responsibilities with a Comprehensive Scope |
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414 | (1) |
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Materiality and Risk Management |
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415 | (1) |
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416 | (2) |
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2 Building Sustainable Boards |
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418 | (5) |
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Ensuring a Board with Appropriate Skills |
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418 | (2) |
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Board Processes to Support Sustainability Responsibilities |
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420 | (2) |
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Information Quality Determines the Decision Quality |
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422 | (1) |
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3 Integrating Sustainability into the Organization |
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423 | (2) |
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423 | (1) |
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424 | (1) |
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Transparency and Reporting |
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425 | (1) |
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|
|
425 | (1) |
|
|
|
426 | (4) |
|
|
|
430 | (1) |
|
|
|
431 | (3) |
|
17 Corporate Governance to Advance Business and Society |
|
|
434 | (1) |
|
|
|
|
|
434 | (1) |
|
Two Sustainability Narratives |
|
|
435 | (1) |
|
|
|
435 | (2) |
|
Climate: From COP21 to COP24 |
|
|
437 | (3) |
|
The United Nations Sustainable Development Goals (SDGs) |
|
|
440 | (1) |
|
Boards Build Shareholder Value |
|
|
441 | (6) |
|
Investors Connect Social Responsibility with Profits |
|
|
442 | (1) |
|
|
|
443 | (1) |
|
Building a Qualified Board |
|
|
443 | (3) |
|
Focusing the Board on Social Responsibility and Innovation |
|
|
446 | (1) |
|
Tying Executive Compensation to Sustainability |
|
|
447 | (1) |
|
Global Challenges Present Opportunities for Businesses |
|
|
447 | (10) |
|
Poverty and Economic Development |
|
|
448 | (1) |
|
Ecosystems Loss and Food Security |
|
|
449 | (2) |
|
Education and Workforce Development |
|
|
451 | (2) |
|
|
|
453 | (1) |
|
|
|
454 | (3) |
|
|
|
457 | (2) |
|
Unilever's Board of Directors |
|
|
457 | (2) |
|
Society Holds Businesses Accountable |
|
|
459 | (1) |
|
Boards Must Build a Better World |
|
|
460 | (1) |
|
|
|
460 | (1) |
|
|
|
461 | (6) |
|
|
|
467 | (2) |
|
18 Technology and the Corporate Board 2020 and Beyond |
|
|
469 | (1) |
|
|
|
|
|
469 | (1) |
|
|
|
470 | (1) |
|
|
|
471 | (4) |
|
|
|
475 | (3) |
|
|
|
478 | (2) |
|
|
|
480 | (2) |
|
|
|
480 | (2) |
|
|
|
482 | (1) |
|
|
|
483 | (1) |
|
|
|
483 | (1) |
|
|
|
483 | (2) |
|
|
|
485 | (1) |
|
Business Models and Disruptive Technology |
|
|
486 | (1) |
|
|
|
486 | (1) |
|
|
|
487 | (1) |
|
|
|
488 | (4) |
|
19 Responsive Governance in a Digital World: The Need to Up-Skill |
|
|
492 | (1) |
|
|
|
|
|
|
|
|
|
492 | (1) |
|
|
|
493 | (1) |
|
What Is Digital Transformation? |
|
|
493 | (1) |
|
The Need for Speed Is Being Driven by Your Customers and Stakeholders |
|
|
494 | (2) |
|
What Is Enterprise Technology Governance? |
|
|
496 | (3) |
|
Disruptors Are Innovative and Agile; They Can Come from Unexpected Places |
|
|
499 | (1) |
|
Traditional Versus "Agile" Governance |
|
|
500 | (2) |
|
Why IT Governance Capability Is Necessary Across the Board |
|
|
502 | (7) |
|
How Bad Is the Board ETG Capability Problem? |
|
|
502 | (1) |
|
A Skill Shortage at the Top |
|
|
503 | (1) |
|
Case Study: How Agfa-Gevaert Increased Their Board IT Governance Capability |
|
|
504 | (2) |
|
Benefits of Boards Building Information and Technology Leadership Capability |
|
|
506 | (1) |
|
|
|
507 | (1) |
|
The Case of Target USA, December 2013 |
|
|
508 | (1) |
|
Seven Areas of ETG Risk Boards Need to Know About |
|
|
509 | (4) |
|
Three Barriers to Effective Board-Level ETG |
|
|
513 | (4) |
|
Rapid Risk Response Is an Emerging Form of Agile Governance |
|
|
513 | (4) |
|
Board ETG Accountabilities and New Competencies |
|
|
517 | (2) |
|
Five Practical Steps to Start Transforming Your Board |
|
|
519 | (2) |
|
Take the First Steps Toward Digital Transformation |
|
|
520 | (1) |
|
Evaluate the Digital Capability of Your Executive Team |
|
|
520 | (1) |
|
Establish a Digital Vision for the Organization |
|
|
520 | (1) |
|
Review Board Governance Structures and Processes |
|
|
521 | (1) |
|
Consider Your Board's Agility |
|
|
521 | (1) |
|
|
|
521 | (1) |
|
|
|
522 | (1) |
|
|
|
523 | (1) |
|
|
|
524 | (2) |
|
20 The Impact of Blockchain Technology for Corporate Governance |
|
|
526 | (1) |
|
|
|
|
|
526 | (1) |
|
|
|
527 | (3) |
|
Introduction: Blockchain Enhancements in Corporate Governance |
|
|
530 | (1) |
|
|
|
531 | (1) |
|
Distributed Ledger Technology (DLT) |
|
|
532 | (1) |
|
Digital Asset Enhancements |
|
|
532 | (1) |
|
Institutional Imperatives in Digital Currency |
|
|
533 | (1) |
|
What Role Will DAOs (Decentralized Autonomous Organizations) Serve in Corporate Governance? |
|
|
534 | (1) |
|
Facebook's Proposed Libra Coin: The DAO in Practice |
|
|
535 | (2) |
|
What Role Does Board Governance Serve in a Digital Currency Environment? |
|
|
537 | (1) |
|
The Role of DASIs and Their Potential Impact in Corporate Governance |
|
|
538 | (1) |
|
Jurisdictional Considerations for STO Launch |
|
|
538 | (1) |
|
Voting Rights and "Smart Contracts": Compliance Automation |
|
|
539 | (6) |
|
What Role Will Smart Contracts Serve in Corporate Governance? |
|
|
540 | (1) |
|
How Smart Are Smart Contracts? |
|
|
541 | (1) |
|
What Are the Main Benefits of Smart Contracts? |
|
|
541 | (1) |
|
What Are Some Legal Limitations of Smart Contracts? |
|
|
542 | (1) |
|
Extending Security Token Protocols with Voting Rights While Shoring Up Efficiencies |
|
|
542 | (2) |
|
Voting Systems as a Blockchain Use Case |
|
|
544 | (1) |
|
Digital Currency: Securities Regulatory Implications |
|
|
545 | (4) |
|
The Extraterritorial Reach of the SEC |
|
|
545 | (1) |
|
SEC Howey as a Litmus Test |
|
|
545 | (1) |
|
Regulatory Arbitrage with STOs |
|
|
546 | (1) |
|
Implications of Regulatory Arbitrage for Digital Currency Issuers |
|
|
547 | (2) |
|
Security Token Issuances: Board Considerations |
|
|
549 | (3) |
|
Board Inquiries of Management About Blockchain |
|
|
551 | (1) |
|
Impact of Digital Currency: Key Lessons Learned |
|
|
552 | (2) |
|
Conclusion: Governance Efficiency and Effectiveness |
|
|
554 | (1) |
|
|
|
554 | (1) |
|
|
|
555 | (1) |
|
|
|
555 | (1) |
|
21 Blockchain: An Introduction for Boards of Directors |
|
|
556 | (1) |
|
|
|
|
|
|
|
|
|
|
|
556 | (1) |
|
What Is Blockchain and Why Is It Important? |
|
|
557 | (2) |
|
Why Is Knowledge of Blockchain Important to Boards? |
|
|
559 | (5) |
|
The Elements of the Blockchain Technology |
|
|
559 | (1) |
|
Blockchain and Distributed Systems |
|
|
560 | (1) |
|
What Is a Smart Contract? |
|
|
560 | (1) |
|
How Blockchain Uses Smart Contracts |
|
|
560 | (1) |
|
How Smart Contracts Will Revolutionize the Way We Do Business |
|
|
561 | (1) |
|
An Example of How It Works---Purchasing Theater Tickets |
|
|
561 | (2) |
|
How Is Security Created and What About Hackers? |
|
|
563 | (1) |
|
Industry Disruption, Impacts, and Considerations for Boards |
|
|
564 | (4) |
|
|
|
564 | (1) |
|
Impacts for Banking and Payments |
|
|
564 | (1) |
|
Considerations for Boards |
|
|
565 | (1) |
|
|
|
565 | (1) |
|
|
|
565 | (1) |
|
Considerations for Boards |
|
|
565 | (1) |
|
|
|
566 | (1) |
|
|
|
566 | (1) |
|
Considerations for Boards |
|
|
566 | (1) |
|
|
|
566 | (1) |
|
Impacts for the Legal Profession |
|
|
566 | (1) |
|
Considerations for Boards |
|
|
567 | (1) |
|
|
|
567 | (1) |
|
Impacts for the Healthcare Sector |
|
|
567 | (1) |
|
Considerations for Boards |
|
|
567 | (1) |
|
|
|
568 | (1) |
|
Impacts for Governments and Politics |
|
|
568 | (1) |
|
Considerations for Politicians and Government Agencies |
|
|
568 | (1) |
|
|
|
569 | (1) |
|
Impacts for the Education Sector |
|
|
569 | (1) |
|
Considerations for Boards |
|
|
569 | (1) |
|
|
|
569 | (1) |
|
Impacts for the Energy Sector |
|
|
569 | (1) |
|
Considerations for Boards |
|
|
570 | (1) |
|
Supply-Chain and Logistics Management |
|
|
570 | (1) |
|
Impacts for Supply-Chain and Logistics Management |
|
|
570 | (1) |
|
Considerations for Boards |
|
|
571 | (1) |
|
|
|
571 | (1) |
|
Primary Markets: A Finance Industry Case Study |
|
|
571 | (1) |
|
|
|
571 | (1) |
|
Industry Background and Business Challenge |
|
|
572 | (1) |
|
|
|
572 | (1) |
|
|
|
573 | (1) |
|
|
|
574 | (1) |
|
|
|
574 | (1) |
|
|
|
575 | (1) |
|
|
|
576 | (1) |
|
|
|
576 | (2) |
|
22 Reflections of a Board Chair on the Christchurch Massacre: Governing Social Media |
|
|
578 | (1) |
|
|
|
|
|
578 | (2) |
|
The Impact of Social Media on Corporate Governance |
|
|
580 | (1) |
|
Boards and Companies Are Not Immune |
|
|
581 | (1) |
|
The Meaning of Governance |
|
|
582 | (1) |
|
|
|
582 | (1) |
|
|
|
583 | (5) |
|
|
|
584 | (1) |
|
|
|
584 | (1) |
|
A Marketplace Behavior Attack |
|
|
585 | (1) |
|
A Personal Attack on a Senior Staff Member or Director |
|
|
586 | (1) |
|
An Attack on the Board as a Collective |
|
|
587 | (1) |
|
|
|
588 | (1) |
|
|
|
589 | (4) |
|
|
|
593 | (2) |
|
C Risk and Financial Governance |
|
|
595 | (2) |
|
23 Financial Literacy and Audit Committees: A Primer for Directors and Audit Committee Members |
|
|
597 | (1) |
|
|
|
|
|
597 | (3) |
|
The Board and Audit Committees Financial Literacy and Oversight of Financial Reporting and External Audit |
|
|
600 | (5) |
|
Audit Committee Oversight of Internal Audit |
|
|
605 | (4) |
|
Audit Committee Oversight of Risk Management |
|
|
609 | (4) |
|
Audit Committee Oversight of Business Conduct, Ethics, and Whistleblowing |
|
|
613 | (5) |
|
Audit Committee Oversight of Technology and Cybersecurity |
|
|
618 | (4) |
|
|
|
622 | (1) |
|
|
|
622 | (1) |
|
|
|
623 | (1) |
|
24 Corporate Governance in an Age of Populism |
|
|
624 | (1) |
|
|
|
|
|
624 | (1) |
|
A Populist Replay of the 1930s? |
|
|
625 | (5) |
|
Disaffection with the Current Economic Order 62 |
|
|
5 | (622) |
|
Dealing with Symptoms Rather Than Causes |
|
|
627 | (1) |
|
The Wrong Neo-liberal Responses |
|
|
628 | (2) |
|
Populism Is Not the Answer |
|
|
630 | (1) |
|
Preventing a Political Tragedy of the Commons? |
|
|
631 | (7) |
|
|
|
632 | (2) |
|
2 Treating People as Assets Rather Than Costs |
|
|
634 | (2) |
|
|
|
636 | (2) |
|
|
|
638 | (1) |
|
|
|
639 | (1) |
|
|
|
640 | (1) |
|
25 A Call to Action for Geopolitical Governance |
|
|
641 | (1) |
|
|
|
|
|
|
|
641 | (1) |
|
Twenty-First-Century Political Risk |
|
|
642 | (3) |
|
Politics Is More Manageable Now Than Ever |
|
|
645 | (1) |
|
Politics Is a Board Imperative |
|
|
646 | (2) |
|
|
|
648 | (5) |
|
|
|
649 | (1) |
|
|
|
650 | (1) |
|
|
|
650 | (1) |
|
|
|
651 | (2) |
|
Conclusion: The First Step to Geopolitical Governance |
|
|
653 | (1) |
|
|
|
653 | (2) |
|
26 Governing Boards, Risk Management, and Deliberative Thinking |
|
|
655 | (3) |
|
|
|
The Risks of Governance Risks |
|
|
658 | (2) |
|
Engaging the Board in Risk Governance Oversight |
|
|
660 | (5) |
|
Bringing Deliberative Thinking into the Boardroom |
|
|
665 | (2) |
|
|
|
667 | (1) |
|
|
|
668 | (1) |
|
|
|
669 | (1) |
|
|
|
669 | (3) |
|
27 Lawyers' Advice to Directors on Overseeing Executive Pay |
|
|
672 | (1) |
|
|
|
|
|
|
|
672 | (1) |
|
The Overarching Principle of the Fiduciary Duty |
|
|
673 | (3) |
|
The Approval of a Compensation Committee Isn V Necessarily Enough |
|
|
676 | (1) |
|
If It Looks Too Good to Be True, a Court Is Probably Going to Feel the Same Way |
|
|
677 | (2) |
|
Don't Stop Being Scrupulously Honest Just Because a Contract Is Signed |
|
|
679 | (1) |
|
If Your Company May Have an Executive Who Breached Their Duty, Contemplate Asking a Court to Set It Aside |
|
|
680 | (3) |
|
Conclusions and Lessons from the Law |
|
|
683 | (1) |
|
|
|
684 | (1) |
|
|
|
685 | (2) |
|
28 Accountant's Advice to Company Directors: Directors' Obligations to Detect Top-10 Frauds |
|
|
687 | (1) |
|
|
|
|
|
687 | (1) |
|
Fraud #1 Absent Board Independence |
|
|
688 | (2) |
|
Fraud #2 Hiring "Rubber-stamp'" Consultants |
|
|
690 | (1) |
|
Fraud #3 Over-Ranked Financial Specialists |
|
|
691 | (1) |
|
Fraud #4 Incentive Programs Gone Awry |
|
|
692 | (2) |
|
Fraud #5 Weak Financial Controls |
|
|
694 | (2) |
|
Fraud #6 Non-Arms-Length/Self-Dealing |
|
|
696 | (1) |
|
|
|
697 | (1) |
|
|
|
698 | (2) |
|
|
|
700 | (1) |
|
Fraud #10 Corporate Reorganizations |
|
|
701 | (1) |
|
|
|
702 | (2) |
|
29 Ten Tell-Tale Signs of Possible Fraud: A Director's Primer |
|
|
704 | (1) |
|
|
|
|
|
704 | (1) |
|
The Chief Executive Officer (CEO) Is a Narcissist |
|
|
705 | (1) |
|
The CEO Takes a Keen Interest in Basic Accounting Entries |
|
|
705 | (1) |
|
The Company's Operation Represents One Person's Vision |
|
|
706 | (1) |
|
The Corporate Organization Chart Does Not Reflect Reality |
|
|
707 | (1) |
|
The Board Does Not Understand All Aspects of the Business |
|
|
707 | (1) |
|
The Minute Books Are Not Up to Date |
|
|
708 | (1) |
|
The Audit Committee Is Inactive |
|
|
708 | (1) |
|
Senior People Have a Flamboyant Lifestyle |
|
|
709 | (1) |
|
Noncore or Unusual Business Activities Generate High Revenue |
|
|
710 | (1) |
|
The Corporation Is Not a Securities and Exchange Commission (SEC) Registrant |
|
|
711 | (1) |
|
|
|
711 | (1) |
|
|
|
712 | (1) |
|
30 100 Questions Directors Should Ask When Assessing the Effectiveness of Risk Systems |
|
|
713 | (1) |
|
|
|
|
|
713 | (1) |
|
|
|
714 | (1) |
|
Key Elements of Effective Risk Governance |
|
|
714 | (1) |
|
How Do Directors Assess Whether Risk Systems Are Working Effectively? |
|
|
714 | (4) |
|
I Is the Board Doing Its Part in Managing Risk? |
|
|
715 | (1) |
|
II Can the Board Rely on Control Functions? |
|
|
715 | (1) |
|
III Does the Culture Support Risk Management or Risk Taking? |
|
|
716 | (1) |
|
IV Is the Risk Culture Sustainable? |
|
|
717 | (1) |
|
|
|
718 | (1) |
|
31 Risk Oversight for Directors: A Practical Guide |
|
|
719 | (1) |
|
|
|
|
|
719 | (2) |
|
|
|
721 | (3) |
|
|
|
724 | (1) |
|
The Four ERM Fundamentals |
|
|
725 | (2) |
|
|
|
727 | (5) |
|
|
|
732 | (1) |
|
|
|
733 | (1) |
|
|
|
733 | (1) |
|
Appendix: Gap Study---Risk Oversight for Directors: A Practical Guide |
|
|
733 | (4) |
|
|
|
737 | (2) |
|
32 Risk Governance: Leading Practice and Demographic Impacts |
|
|
739 | (1) |
|
|
|
|
|
739 | (1) |
|
What Is Enterprise Risk Management and Risk Governance? |
|
|
740 | (1) |
|
Corporate Governance Regulations: Risk Governance Expectations |
|
|
741 | (3) |
|
A Risk Governance Approach |
|
|
744 | (1) |
|
Risk Governance Structure |
|
|
744 | (1) |
|
How Should the Board Organize Itself to Oversee Risk? |
|
|
744 | (3) |
|
What Should the Charter of the Board Include Regarding Risk Oversight? |
|
|
747 | (1) |
|
What Skills Should Directors Possess to Fulfill the Board Risk Oversight Charter? |
|
|
747 | (1) |
|
|
|
748 | (2) |
|
|
|
750 | (3) |
|
|
|
753 | (1) |
|
Risk Governance Framework Implementation |
|
|
754 | (1) |
|
Demographic Influencers of Effective Risk Governance |
|
|
754 | (2) |
|
|
|
756 | (1) |
|
|
|
757 | (1) |
|
|
|
757 | (2) |
|
|
|
759 | (2) |
|
|
|
761 | (1) |
|
|
|
|
|
|
|
761 | (4) |
|
Change Is No Longer Linear; Now It Is Exponential |
|
|
762 | (1) |
|
The Business Ecosystem Has Gone from Complicated to Complex |
|
|
763 | (1) |
|
|
|
764 | (1) |
|
Four Principles of Agile Boards and a Toolbox |
|
|
765 | (13) |
|
Purpose Is Timeless and the Board Guards It |
|
|
765 | (2) |
|
Continuous Reinvention: Adapt or Die |
|
|
767 | (4) |
|
Skill Building and Acquisition |
|
|
771 | (2) |
|
|
|
773 | (1) |
|
The Organizational System |
|
|
773 | (1) |
|
|
|
774 | (1) |
|
|
|
775 | (1) |
|
Be Prepared to Act Before 100 Percent of the Information Is Known |
|
|
776 | (1) |
|
Don't Surrender to Groupthink |
|
|
777 | (1) |
|
And Toolbox---The Agile Dashboard |
|
|
778 | (2) |
|
|
|
779 | (1) |
|
Interaction Time and Pivot |
|
|
780 | (1) |
|
|
|
781 | (1) |
|
|
|
782 | (2) |
|
|
|
784 | (2) |
|
34 The Three Dilemmas for Creating a Long-Term Board |
|
|
786 | (1) |
|
|
|
|
|
|
|
|
|
786 | (1) |
|
Introduction: Making the Case for Why Boards Should Care About Being Long-Term |
|
|
787 | (2) |
|
The Dilemma of a Time-Constrained Board |
|
|
789 | (2) |
|
The Dilemma of Using Stock Ownership as a Means of Aligning Interests |
|
|
791 | (3) |
|
Shareholder Engagement: The Dilemma of How and When Directors Should Engage |
|
|
794 | (5) |
|
Solutions for Long-Term Boards |
|
|
799 | (1) |
|
|
|
799 | (3) |
|
|
|
802 | (2) |
|
|
|
804 | (2) |
|
|
|
806 | (2) |
|
|
|
808 | (2) |
|
|
|
810 | (5) |
|
35 Strategic Blindspots in the Boardroom |
|
|
815 | (1) |
|
|
|
|
|
816 | (1) |
|
Misjudging Your Industry Boundaries |
|
|
816 | (1) |
|
Underestimating Competitors and Their Capabilities |
|
|
817 | (2) |
|
Lack of Foresight to Spot Trends |
|
|
819 | (1) |
|
Antidotes to Competitive Blindspots |
|
|
820 | (1) |
|
Mitigation Strategies from Best Practices to Avoid Competitive Blindspots |
|
|
820 | (2) |
|
|
|
822 | (5) |
|
|
|
823 | (1) |
|
Limited Frame of Reference |
|
|
824 | (1) |
|
Antidotes to Anchoring Blindspots |
|
|
825 | (1) |
|
Mitigation Strategies from Best Practices to Avoid Anchoring Blindspots |
|
|
825 | (2) |
|
Organizational Blindspots |
|
|
827 | (4) |
|
|
|
827 | (1) |
|
|
|
828 | (1) |
|
|
|
829 | (1) |
|
Antidotes to Organizational Blindspots |
|
|
829 | (1) |
|
Mitigation Strategies from Best Practices to Avoid Organizational Blindspots |
|
|
830 | (1) |
|
New Boardroom Blindspots for the Next Five Years |
|
|
831 | (4) |
|
|
|
831 | (1) |
|
|
|
832 | (1) |
|
Risks of Fraud, Scams, and Security Breaches |
|
|
832 | (1) |
|
Redefining What Work and Talent Will Mean in the Future |
|
|
833 | (1) |
|
|
|
833 | (1) |
|
Understanding Asia, Africa, and India |
|
|
834 | (1) |
|
Future Job Competencies of Workers |
|
|
834 | (1) |
|
Conclusion: Steps Corporate Directors Should Now Take as a Profession |
|
|
835 | (2) |
|
|
|
837 | (1) |
|
|
|
837 | (2) |
|
E Human Capital and Compensation Governance |
|
|
839 | (2) |
|
36 Winter Is Coming: The Approaching Human Capital Management Storm |
|
|
841 | (1) |
|
|
|
|
|
|
|
841 | (1) |
|
The Link Between Human Capital and Firm, Financial Performance |
|
|
842 | (2) |
|
The New Reality of Enhanced Information Disclosure |
|
|
844 | (5) |
|
Economic and Decision-Quality Rationales for Including Human Capital Metrics as a Governance Issue |
|
|
846 | (2) |
|
Other Theories About Information Impact on Decision-Making |
|
|
848 | (1) |
|
Human Capital Metrics: Using "Big Data" Approaches |
|
|
849 | (6) |
|
|
|
855 | (1) |
|
|
|
856 | (2) |
|
|
|
858 | (3) |
|
37 The Effective Compensation Committee |
|
|
861 | (1) |
|
|
|
|
|
|
|
861 | (1) |
|
Keys to an Effective Compensation Committee |
|
|
862 | (7) |
|
|
|
862 | (1) |
|
Knowledgeable and Informed Committee Members |
|
|
863 | (2) |
|
Role of the Compensation Committee Chair |
|
|
865 | (1) |
|
Effective Committee Meetings |
|
|
865 | (2) |
|
|
|
867 | (2) |
|
Relationship with Management |
|
|
869 | (1) |
|
Compensation Committee Charter |
|
|
869 | (1) |
|
|
|
870 | (2) |
|
Aligning Pay with Performance |
|
|
870 | (1) |
|
Provide Fair and Competitive Pay Opportunities |
|
|
871 | (1) |
|
Provide a Mix of Pay Elements Consistent with the Strategic Objectives of the Organization |
|
|
871 | (1) |
|
A Balanced Program That Mitigates Risk |
|
|
872 | (1) |
|
De Minimis Use of Benefits and Perquisites |
|
|
872 | (1) |
|
Compensation Committee Calendar |
|
|
872 | (7) |
|
|
|
874 | (1) |
|
Executive Compensation: Program Design |
|
|
874 | (2) |
|
Executive Compensation: Pay Levels |
|
|
876 | (1) |
|
Performance: Establish, Monitor, Certify |
|
|
876 | (1) |
|
Shareholder Outreach and Proxy Disclosure |
|
|
877 | (1) |
|
|
|
878 | (1) |
|
|
|
878 | (1) |
|
Aligning Pay to Performance: Best Practices |
|
|
879 | (1) |
|
Choosing the Right Compensation Vehicles |
|
|
879 | (1) |
|
Choosing the Right Performance Metrics |
|
|
880 | (1) |
|
Absolute Versus Relative Performance Metrics |
|
|
880 | (1) |
|
Use of Individual Performance Metrics |
|
|
881 | (1) |
|
Establishing the Right Performance Targets |
|
|
882 | (1) |
|
|
|
882 | (1) |
|
Succession Planning and Talent Development |
|
|
883 | (1) |
|
Say on Pay and Shareholder Engagement |
|
|
884 | (1) |
|
Eliminating the Irritants |
|
|
884 | (1) |
|
Communicating Compensation Decisions |
|
|
884 | (1) |
|
Serving as Public Ambassadors of the Pay Program |
|
|
885 | (1) |
|
Navigating Shareholder Advisory Firms |
|
|
886 | (1) |
|
|
|
887 | (1) |
|
|
|
887 | (1) |
|
|
|
888 | (1) |
|
38 Compensation Governance and Performance-Based Executive Compensation |
|
|
889 | (1) |
|
|
|
|
|
889 | (1) |
|
Typical Responsibilities Found Within the Charter of the Compensation Committee |
|
|
889 | (2) |
|
Compensation Governance Background |
|
|
891 | (1) |
|
Compensation Governance Process |
|
|
891 | (1) |
|
Establish Compensation Philosophy and Peer Group |
|
|
891 | (1) |
|
Governance Steps to Validate and Define the Compensation Philosophy |
|
|
892 | (2) |
|
Review Executive Compensation |
|
|
894 | (1) |
|
Assess the Business Impact Before Making Final Approvals |
|
|
895 | (1) |
|
Report the Process and Compensation Results to the Executives and Shareholders via the Annual Proxy |
|
|
895 | (1) |
|
Performance-Based Executive Compensation |
|
|
896 | (1) |
|
Governance Process to Review and Design the Annual Bonus |
|
|
897 | (1) |
|
Governance Process to Review and Design the Long-Term Incentive Plans |
|
|
897 | (5) |
|
Types of Long-Term Incentives |
|
|
898 | (1) |
|
|
|
899 | (1) |
|
Stock Options/Share Appreciation Rights |
|
|
899 | (1) |
|
Restricted Share Units (RSUs) |
|
|
900 | (1) |
|
Performance Share Units (PSUs) |
|
|
901 | (1) |
|
Deferred Share Units (DSUs) |
|
|
901 | (1) |
|
Governance Process to Design Performance-Based Incentives |
|
|
902 | (2) |
|
|
|
904 | (1) |
|
|
|
905 | (1) |
|
39 Measuring and Improving Pay for Performance: Board Oversight of Executive Pay |
|
|
906 | (1) |
|
|
|
The Three Basic Objectives of Executive Pay |
|
|
907 | (1) |
|
A Brief History of Executive Pay |
|
|
907 | (2) |
|
Why Percent of Pay at Risk Is Not a Meaningful Measure of Incentive Strength |
|
|
909 | (1) |
|
Measuring the Three Basic Objectives of Executive Pay |
|
|
910 | (5) |
|
The Design Implications of the Measurement Analysis: Perfect Pay Plans |
|
|
915 | (4) |
|
Benchmarking Pay for Performance |
|
|
919 | (1) |
|
Executive Pay Has a Big Impact on Shareholder Wealth |
|
|
920 | (3) |
|
Directors Need to Ensure That They Themselves Have Strong Incentives to Increase Shareholder Value |
|
|
923 | (1) |
|
Institutional Investors Don't Do a Good Job on Say on Pay |
|
|
924 | (1) |
|
ISS Doesn't Do a Good Job for Institutional Investors |
|
|
925 | (1) |
|
|
|
926 | (1) |
|
|
|
927 | (1) |
|
|
|
928 | (1) |
|
|
|
929 | (1) |
|
40 Designing Performance for Long-Term Value: Aligning Business Strategy, Management Structure, and Incentive Design |
|
|
930 | (1) |
|
|
|
Defining Performance and Missing Metrics |
|
|
932 | (3) |
|
What About Earnings per Share (EPS) as a Performance Metric? |
|
|
935 | (1) |
|
Connecting Current and Future Value to Total Shareholder Return |
|
|
936 | (5) |
|
Aligning Management Structure with Innovation and Future Value |
|
|
941 | (3) |
|
Current Value, Future Value, and Rethinking Long-Term Incentive Design |
|
|
944 | (2) |
|
Explaining Performance and Pay for Performance |
|
|
946 | (2) |
|
|
|
948 | (1) |
|
|
|
949 | (2) |
|
|
|
951 | (1) |
|
|
|
952 | (1) |
|
41 Mind the Gap: How Human Resources Can Become More Integral to the Corporate Boardroom Agenda |
|
|
953 | (2) |
|
|
|
|
|
What Contributes to the HR Knowledge Gap in Corporate Boardrooms? |
|
|
955 | (2) |
|
How Can Boards Effectively Address the HR Knowledge Gap? |
|
|
957 | (2) |
|
Ensure the Presence of the CHRO and/or a Director with HR Expertise at Every Board Meeting |
|
|
957 | (1) |
|
Establish a Human Capital Management Scorecard |
|
|
957 | (1) |
|
|
|
958 | (1) |
|
Establish a Human Capital Board Committee |
|
|
958 | (1) |
|
Develop Boardroom Presence in the CHRO |
|
|
959 | (1) |
|
|
|
959 | (3) |
|
|
|
962 | (1) |
|
|
|
962 | (1) |
|
|
|
963 | (4) |
|
F Legal and Governance Responsibilities of Directors |
|
|
967 | (2) |
|
42 Board Risk and Responsibility Under Regulatory and Criminal Law |
|
|
969 | (1) |
|
|
|
Board Governance, Regulatory and Criminal Law |
|
|
969 | (2) |
|
Leadership Failure and the Westray Mine Disaster |
|
|
971 | (2) |
|
Moral Panic and Political Policy Proclivity |
|
|
973 | (1) |
|
Legal Differences Between Regulatory and Criminal Law |
|
|
974 | (2) |
|
"Due Diligence" or "Do Diligence" in Risk Governance |
|
|
976 | (1) |
|
Directors' Personal Risk and Due Diligence |
|
|
977 | (2) |
|
|
|
979 | (1) |
|
Indemnity and Insurance for Directors |
|
|
980 | (1) |
|
The Charter and Legal Risk Management |
|
|
981 | (2) |
|
International Directions in Directors' Legal Liability |
|
|
983 | (1) |
|
|
|
984 | (1) |
|
|
|
985 | (1) |
|
|
|
986 | (1) |
|
43 Riding Between Cars: The Position of the Corporate Secretary |
|
|
987 | (1) |
|
|
|
|
|
987 | (1) |
|
|
|
988 | (1) |
|
Duties, Powers, and Responsibilities |
|
|
988 | (2) |
|
Narrative Descriptions by Experts |
|
|
990 | (1) |
|
|
|
991 | (1) |
|
|
|
992 | (1) |
|
|
|
993 | (2) |
|
|
|
995 | (1) |
|
|
|
995 | (2) |
|
|
|
997 | (3) |
|
|
|
1000 | (1) |
|
|
|
1001 | (1) |
|
|
|
1002 | (2) |
|
44 Ensuring Good Governance and Business Success in International Subsidiaries |
|
|
1004 | (3) |
|
|
|
Align the Purpose of the Subsidiary and Its Board to the Parent |
|
|
1007 | (2) |
|
Align the Processes of the Subsidiary with the Needs for Good Governance |
|
|
1009 | (1) |
|
Align the Leadership of the Subsidiary with the Needs of the Board |
|
|
1010 | (1) |
|
Identify the Operating Needs of the Parent: The "Non-negotiables" |
|
|
1011 | (1) |
|
Clarify and Align the Needs of the Subsidiary with the Parent Organization |
|
|
1012 | (4) |
|
Making It Work---The Glue That Binds: "Trans-Cultural Conduits" |
|
|
1016 | (3) |
|
|
|
1019 | (1) |
|
|
|
1019 | (1) |
|
|
|
1020 | (1) |
|
V Shareholder Engagement and Board Accountability |
|
|
1021 | (2) |
|
45 The Rise of Investor Stewardship |
|
|
1023 | (1) |
|
|
|
|
|
1023 | (4) |
|
|
|
1027 | (3) |
|
What Is Driving Stewardship? |
|
|
1030 | (5) |
|
Attitudes Among Millennial Savers |
|
|
1030 | (2) |
|
Social Media and Reputation |
|
|
1032 | (1) |
|
|
|
1033 | (1) |
|
|
|
1033 | (2) |
|
What Does Stewardship Look Like? |
|
|
1035 | (3) |
|
|
|
1038 | (1) |
|
What Does the Rise of Stewardship Mean for Companies? |
|
|
1039 | (3) |
|
The Future of Stewardship |
|
|
1042 | (1) |
|
|
|
1043 | (1) |
|
|
|
1044 | (4) |
|
|
|
1048 | (1) |
|
46 Director/Shareholder Meetings |
|
|
1049 | (1) |
|
|
|
|
|
1049 | (1) |
|
|
|
1049 | (2) |
|
Director/Shareholder Engagement in Various Jurisdictions |
|
|
1051 | (5) |
|
The Canadian Coalition for Good Governance's Board Engagement Program |
|
|
1056 | (2) |
|
Helping Boards to Communicate Better |
|
|
1056 | (1) |
|
How CCGG's Board Engagements Are Carried Out |
|
|
1056 | (2) |
|
Effectiveness of CCGG's Board Engagement Program |
|
|
1058 | (1) |
|
Thoughts on Carrying Out Director/Shareholder Engagements |
|
|
1058 | (5) |
|
|
|
1059 | (1) |
|
|
|
1059 | (1) |
|
|
|
1060 | (1) |
|
|
|
1061 | (1) |
|
|
|
1061 | (1) |
|
|
|
1061 | (1) |
|
|
|
1061 | (2) |
|
|
|
1063 | (1) |
|
|
|
1063 | (1) |
|
|
|
1064 | (1) |
|
|
|
1065 | (1) |
|
47 Dual-Class Share Firms in Developed Market Economies |
|
|
1066 | (1) |
|
|
|
|
|
1066 | (2) |
|
What Are Dual-Class Shares (DCSs)? |
|
|
1068 | (2) |
|
|
|
1070 | (1) |
|
|
|
1070 | (1) |
|
|
|
1071 | (1) |
|
|
|
1072 | (1) |
|
|
|
1073 | (1) |
|
Controversial Aspects of DCSs |
|
|
1073 | (2) |
|
|
|
1075 | (1) |
|
Fixed-Term Sunset Clause with Mandatory Vote |
|
|
1076 | (2) |
|
Disclosure of Shareholder Voting |
|
|
1078 | (1) |
|
|
|
1078 | (1) |
|
|
|
1079 | (1) |
|
|
|
1080 | (1) |
|
|
|
1080 | (8) |
|
48 For Directors: The Long-Term Relationship Between Directors, Companies, and Institutional Investors |
|
|
1088 | (1) |
|
|
|
|
|
1088 | (1) |
|
Why Are Institutional Investors Important? |
|
|
1089 | (1) |
|
Long-Term Ownership by Institutional Investors: Should Directors Care? |
|
|
1090 | (1) |
|
What Are the Keys to Engagement? What Triggers Advanced Engagement? Which Issues Are of Utmost Importance? |
|
|
1091 | (2) |
|
Overcoming Impediments and Realizing Benefits Through Engagement |
|
|
1093 | (2) |
|
How Do Institutional Investors Evaluate Governance and Select Engagement Strategies, Including Quiet Diplomacy? |
|
|
1095 | (1) |
|
How Do Institutional Investors Evaluate Directors Through Proxy Voting? |
|
|
1096 | (2) |
|
What Will Be the Next Major Governance Focus for Investors and Directors? |
|
|
1098 | (2) |
|
Candid Advice for Board Members |
|
|
1100 | (2) |
|
Suggestions for Directors, Investors, and Boards to Improve Their Governance |
|
|
1102 | (4) |
|
|
|
1106 | (1) |
|
|
|
1106 | (1) |
|
|
|
1106 | (1) |
|
|
|
1101 | (9) |
|
Useful Citations and Reference Materials |
|
|
1110 | (1) |
|
49 Proxy Scorecards Will Empower Investors |
|
|
1111 | (1) |
|
|
|
|
|
1111 | (1) |
|
Externalities and "Forced Capitalists" |
|
|
1112 | (1) |
|
Main Street Investors Should Have a Say |
|
|
1113 | (1) |
|
|
|
1114 | (1) |
|
Organizing Around Common Values |
|
|
1115 | (1) |
|
Real-Time Proxy Voting Disclosure |
|
|
1116 | (2) |
|
Giant Funds Clash to Determine American Values |
|
|
1118 | (2) |
|
Broader Shareholder Base Needed to Reflect American Values |
|
|
1120 | (1) |
|
|
|
1121 | (1) |
|
|
|
1122 | (5) |
|
VI Not-for-Profit Governance |
|
|
1127 | (2) |
|
50 Charitable and Not-for-Profit Organization Governance |
|
|
1129 | (1) |
|
|
|
|
|
1129 | (1) |
|
Legal Options for Charitable and Not-for-Profit Organizations |
|
|
1130 | (1) |
|
Underlying Role of Directors |
|
|
1131 | (1) |
|
What Are Charitable and Not-for-Profit Organizations? |
|
|
1132 | (3) |
|
Role of Charitable and Not-for-Profit Organizations: Effect on Role of Directors |
|
|
1135 | (3) |
|
Tools of Effective Boards |
|
|
1138 | (4) |
|
|
|
1142 | (1) |
|
|
|
1143 | (1) |
|
|
|
1143 | (2) |
|
51 The Best of Boards, the Worst of Boards: The Not-for-Profit Experience |
|
|
1145 | (1) |
|
|
|
|
|
1145 | (2) |
|
|
|
1147 | (1) |
|
|
|
1148 | (1) |
|
|
|
1148 | (1) |
|
|
|
1149 | (1) |
|
|
|
1150 | (4) |
|
5 High-Performing Individuals |
|
|
1154 | (3) |
|
|
|
1157 | (1) |
|
Characteristics of Underperforming Boards |
|
|
1157 | (1) |
|
Additional Shortcomings of Underperforming Boards |
|
|
1158 | (3) |
|
Individuals on Underperforming Boards |
|
|
1161 | (2) |
|
Additional Resources and Acknowledgments |
|
|
1163 | (1) |
|
|
|
1163 | (1) |
|
|
|
1163 | (1) |
|
52 Fundraising Best Practices for Not-for-Profit Boards of Directors |
|
|
1164 | (1) |
|
|
|
|
|
1164 | (1) |
|
The Board Member's Role as an Ambassador |
|
|
1165 | (1) |
|
A Culture of Philanthropy |
|
|
1166 | (1) |
|
|
|
1167 | (1) |
|
The Board's Role in Fundraising Oversight |
|
|
1168 | (1) |
|
The Development Committee's Role |
|
|
1169 | (3) |
|
Individual Board Members' Roles in Fundraising |
|
|
1172 | (1) |
|
|
|
1172 | (1) |
|
|
|
1173 | (2) |
|
|
|
1175 | (1) |
|
|
|
1176 | (1) |
|
Staffs Role in Fundraising |
|
|
1176 | (1) |
|
|
|
1177 | (2) |
|
VII Small and Medium Company Governance |
|
|
1179 | (2) |
|
53 Governance of Small and Medium-Sized Entities |
|
|
1181 | (1) |
|
|
|
|
|
1181 | (1) |
|
|
|
1181 | (1) |
|
Governance Codes and Standards for SMEs |
|
|
1182 | (1) |
|
Governance Standards and Codes Applicable to All Types of Organizations, Including SMEs |
|
|
1183 | (6) |
|
Governance Standards and Codes Developed for Non-Listed Companies |
|
|
1185 | (4) |
|
Governance Material Specific to SMEs |
|
|
1189 | (1) |
|
What Does Governance Mean to SMEs? |
|
|
1190 | (3) |
|
Governance as Direction Setting and Leadership |
|
|
1191 | (1) |
|
Governance as Transparency and Engagement |
|
|
1192 | (1) |
|
Conclusion: Is Governance Relevant for SMEs? |
|
|
1193 | (1) |
|
|
|
1194 | (1) |
|
|
|
1194 | (3) |
|
54 Private Versus Public Company Governance: Top-13 Questions for Board Members to Consider |
|
|
1197 | (1) |
|
|
|
|
|
|
|
1197 | (17) |
|
|
|
1214 | (1) |
|
|
|
1215 | (1) |
|
|
|
1216 | (1) |
|
|
|
1217 | (1) |
|
|
|
1218 | (2) |
|
55 Cannabis Governance: Advice for Current and Prospective Directors in This Emerging Industry |
|
|
1220 | (1) |
|
|
|
|
|
1220 | (1) |
|
In These Early Days, There Are More Stocks Than There Are Companies |
|
|
1221 | (1) |
|
Getting Underneath the Canopy |
|
|
1222 | (1) |
|
Be Realistic About What Governance Is in This Space |
|
|
1223 | (1) |
|
Board and Management Need to Keep Each Other Focused |
|
|
1223 | (1) |
|
Setting Pay in This Space |
|
|
1224 | (1) |
|
The Board and Overseeing the Capital Expenditure Budget |
|
|
1225 | (1) |
|
Challenge Management on Big Bets by Looking to the Informal Market |
|
|
1226 | (1) |
|
Mergers, Acquisitions, and Consolidation Present Unique Challenges for Cannabis Boards |
|
|
1226 | (1) |
|
|
|
1227 | (2) |
|
VIII Global Corporate Governance |
|
|
1229 | (2) |
|
56 Cross-Border Corporate Governance |
|
|
1231 | (1) |
|
|
|
|
|
1231 | (1) |
|
Social, Cultural, and Legacy Issues |
|
|
1232 | (1) |
|
Emergence of the "Emerging Economies" |
|
|
1233 | (1) |
|
Common Governance Themes Crisscrossing International Borders |
|
|
1234 | (1) |
|
|
|
1234 | (1) |
|
Governance Issues When Entry Strategy Is M&A, a JV, or Other Form of Ownership |
|
|
1234 | (1) |
|
Fast-Tracking Rising Investor and Consumer Protection |
|
|
1235 | (1) |
|
|
|
1235 | (1) |
|
|
|
1236 | (1) |
|
Corporate Governance: Examining Approaches Taken by Australia, India, Singapore, the United Kingdom, and the United States |
|
|
1237 | (1) |
|
Corporate Governance Norms in the Countries Selected |
|
|
1237 | (2) |
|
Primary sources or Law, Regulation, and practices |
|
|
1239 | (1) |
|
|
|
1239 | (1) |
|
|
|
1239 | (2) |
|
|
|
1241 | (1) |
|
|
|
1242 | (1) |
|
|
|
1243 | (2) |
|
Institutions Responsible for Governance Rules, Enforcement, and Practices |
|
|
1245 | (1) |
|
|
|
1245 | (1) |
|
|
|
1245 | (1) |
|
|
|
1246 | (1) |
|
|
|
1246 | (1) |
|
|
|
1247 | (1) |
|
Dealing with Shareholder Empowerment |
|
|
1247 | (1) |
|
|
|
1248 | (1) |
|
|
|
1248 | (1) |
|
|
|
1249 | (1) |
|
|
|
1249 | (1) |
|
|
|
1250 | (1) |
|
Disproportionate Voting Rights |
|
|
1251 | (2) |
|
|
|
1251 | (1) |
|
|
|
1251 | (1) |
|
|
|
1251 | (1) |
|
|
|
1252 | (1) |
|
|
|
1252 | (1) |
|
Emerging Governance Issues for Multinationals |
|
|
1253 | (1) |
|
|
|
1253 | (1) |
|
Cybersecurity (or Insecurity) and Privacy Laws |
|
|
1253 | (1) |
|
|
|
1254 | (1) |
|
Anti-Bribery and Corruption |
|
|
1254 | (1) |
|
Anti-Money Laundering and Antiterrorist Financing Laws |
|
|
1255 | (1) |
|
|
|
1255 | (1) |
|
Environment, Social, and Governance (ESG) |
|
|
1256 | (1) |
|
|
|
1257 | (1) |
|
|
|
1257 | (3) |
|
57 Corporate Governance in Asia-Pacific |
|
|
1260 | (1) |
|
|
|
|
|
1260 | (1) |
|
|
|
1260 | (3) |
|
Capital Markets in Asia-Pacific |
|
|
1263 | (4) |
|
The Components of an Ideal Corporate Governance Ecosystem and How Countries Compare |
|
|
1267 | (14) |
|
Effective Regulatory Discipline |
|
|
1269 | (3) |
|
|
|
1272 | (3) |
|
|
|
1275 | (1) |
|
|
|
1275 | (4) |
|
Professional Intermediaries/Educated Investors |
|
|
1279 | (1) |
|
|
|
1280 | (1) |
|
|
|
1281 | (1) |
|
|
|
1282 | (1) |
|
|
|
1283 | (4) |
|
58 Boards of Directors of Chinese Companies |
|
|
1287 | (29) |
|
|
|
|
|
|
|
|
|
1281 | (7) |
|
Establishment and Development of the Chinese Board of Directors System |
|
|
1288 | (8) |
|
Key to Board Governance: Inclusiveness and Independence |
|
|
1288 | (2) |
|
Introduction of the Board of Directors System in China |
|
|
1290 | (2) |
|
Structure and Operation of the Board of Directors of Chinese Listed Companies |
|
|
1292 | (4) |
|
Board Governance of State-Owned Enterprises |
|
|
1296 | (6) |
|
Transformation from an Administrative to an Economic Model of Governance |
|
|
1296 | (1) |
|
Different Types of State-Owned Firms in China |
|
|
1297 | (1) |
|
Board Governance Reform of Corporations Funded Solely by the State |
|
|
1298 | (2) |
|
Major Initiatives for the Boards of Directors of Corporations Funded Solely by the State |
|
|
1300 | (2) |
|
Governance of the Board of Directors of Private Enterprises |
|
|
1302 | (3) |
|
Dual Identity of Family Members in Private Enterprises |
|
|
1302 | (1) |
|
The Relationship Governance Model of Private Enterprises |
|
|
1303 | (1) |
|
Succession at Private Enterprises |
|
|
1304 | (1) |
|
The Evaluation of the Boards of Directors of Chinese Listed Companies |
|
|
1305 | (6) |
|
Nankai Corporate Governance Evaluation System |
|
|
1305 | (2) |
|
Evaluation of Chinese Listed Companies' Board Governance |
|
|
1307 | (1) |
|
Overall Board Governance of Listed Companies in 2018 |
|
|
1307 | (1) |
|
Trends in Board Governance of Chinese Listed Firms, 2004-2018 |
|
|
1308 | (1) |
|
|
|
1309 | (2) |
|
|
|
1311 | (1) |
|
|
|
1312 | (2) |
|
|
|
1314 | (2) |
|
59 The Russian Corporate Governance Story |
|
|
1316 | (17) |
|
|
|
Learning to Fly: Russian Corporate Governance Origins |
|
|
1316 | (3) |
|
Set the Controls for the Heart of the Wealth: Regulators, Shareholders' Activists, Directors' NGOs |
|
|
1319 | (3) |
|
The Dark Side of the Boom: Attempting to Refine Governance in SOEs |
|
|
1322 | (6) |
|
Sberbank's Bold Analysts' Riot: Comfortably Numb? |
|
|
1328 | (1) |
|
The Final Cut: Conclusions and Recommendations |
|
|
1329 | (2) |
|
|
|
1331 | (2) |
|
60 CARICOM (Caribbean Community) Governance |
|
|
1333 | (10) |
|
|
|
|
|
1333 | (2) |
|
|
|
1335 | (4) |
|
Current Regional Initiatives |
|
|
1335 | (1) |
|
Local Context and Circumstances |
|
|
1336 | (1) |
|
|
|
1337 | (1) |
|
Developing Best Practices |
|
|
1337 | (1) |
|
Challenges to a Caribbean-Wide Corporate Governance Framework |
|
|
1338 | (1) |
|
|
|
1339 | (2) |
|
A Caribbean Governance Code |
|
|
1340 | (1) |
|
|
|
1340 | (1) |
|
|
|
1341 | (1) |
|
|
|
1341 | (1) |
|
|
|
1341 | (2) |
|
61 King IV: Taking Corporate Governance to the Next Level |
|
|
1343 | (1) |
|
|
|
|
|
A Focus on Outcomes Within an Ethical Context |
|
|
1343 | (1) |
|
New Foundational Elements of King IV |
|
|
1344 | (1) |
|
King IV and Ethical Consciousness and Leadership |
|
|
1344 | (3) |
|
King TV Focuses on Conduct |
|
|
1347 | (1) |
|
King TV Promotes an Outcomes-Based View |
|
|
1347 | (2) |
|
The "Apply-and-Explain" Regime |
|
|
1349 | (1) |
|
Broad Applicability of King IV |
|
|
1350 | (1) |
|
Greater Clarity Is Obtained |
|
|
1351 | (1) |
|
Proportionality Is an Important Concept |
|
|
1351 | (2) |
|
Specific Content Shifts in King IV |
|
|
1353 | (7) |
|
|
|
1353 | (1) |
|
Balancing Composition of Governing Bodies with Independence |
|
|
1354 | (1) |
|
|
|
1354 | (1) |
|
|
|
1354 | (1) |
|
Corporate Governance Services to the Governing Body |
|
|
1355 | (1) |
|
Performance Evaluations of the Governing Body |
|
|
1355 | (1) |
|
Social and Ethics Committees |
|
|
1355 | (1) |
|
|
|
1356 | (1) |
|
Technology and Innovation |
|
|
1356 | (1) |
|
|
|
1357 | (1) |
|
|
|
1357 | (1) |
|
Assurance and Internal Audit |
|
|
1358 | (1) |
|
Auditor and Audit Requirements |
|
|
1358 | (1) |
|
|
|
1359 | (1) |
|
|
|
1359 | (1) |
|
|
|
1360 | (1) |
|
|
|
1360 | (1) |
|
|
|
1360 | (2) |
|
|
|
1362 | (1) |
| Index |
|
1363 | |
Lisainfo e-raamatute kohta