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A comprehensive guide to transforming boards and achieving best-practice governance in any organisation.

When practising good governance, the board is the vital driver of organizational success, while fostering positive social impact and economic value creation. At all levels, executives around the world are faced with complexities rising from disruptive business models, new technologies, socio-economic changes, shifting political circumstances, and an array of other sources. High Performance Boards is the comprehensive manual for attaining best-in-class governance, offering pragmatic guidance on improving board quality, accountability, and performance.

This authoritative volume identifies the four dimensions, or pillars, which are crucial for establishing and maintaining best-practice boards: the people involved, the information architecture, the structures and processes, and the group dynamics and culture of governance. This methodology can be applied to any board in the world, corporate or non-profit organization, regardless of size, sector, industry, or context. Readers are introduced to a fictitious senior board member – an amalgamation of board members from well-known organisations – and follow her as she successfully handles real-life challenges with effective governance. Drawn from the author’s 20 years of practice and confidential work with boards across the world, this book:

  • Demonstrates how high-performance boards innovate and refine their practices
  • Discusses examples of board failures and challenges, including case studies from both for-profit and non-profit organisations including international organizations and state-owned agencies or even ministries
  • Provides a proven framework to create best-in-class governance
  • Includes a companion website featuring tools for board assessment and board practice

High Performance Boards has inspired more than 3000 board members around the world. This book is essential reading for professionals and managers interested in governance and board members, senior managers, investors, lawyers, and students of governance.

Table of Contents

  1. Cover
  2. About the Author
  3. Acknowledgements
  4. Preface
  5. Part I: The Four Pillars of Board Effectiveness
    1. Chapter 1: The Four Pillars of Board Effectiveness
    2. The First Pillar: People Quality, Focus, and Dedication
    3. The Second Pillar: Information Architecture
    4. The Third Pillar: Structures and Processes
    5. The Fourth Pillar: Group Dynamics and Board Culture
    6. Chapter 2: Governance Challenges around the World
    7. Scientific Lessons from Natural Selection
    8. What is Transformational Leadership?
    9. Should We Trust Leaders?
    10. The Governance DNA
    11. Notes
    12. Chapter 3: The Successful Director: Values and Character
    13. Duty of Care
    14. Duty of Loyalty
    15. Integrity: A Key Characteristic of Board Directors
    16. Note
    17. Chapter 4: The First Pillar: People Quality, Focus, and Dedication
    18. Quality
    19. Focus
    20. Dedication
    21. Notes
    22. Chapter 5: The Second Pillar: Information Architecture
    23. How Complete is Your Information?
    24. Chapter 6: Board Structures and Processes
    25. Processes
    26. Committee Structure
    27. Board Secretary
    28. Lead Director or Vice Chair
    29. Notes
    30. Chapter 7: Group Dynamics and Board Culture
    31. Understanding Group Dynamics
    32. Coalitions Within a Board Are Inevitable – and they Feed into Politics
    33. Boards Fall into Traps3
    34. Drawing Strength from the Board's Potential
    35. Developing Self-Awareness
    36. Board Culture
    37. Notes
  6. Part II: Board Failures and Challenges
    1. Chapter 8: Four Areas of Board Failure
    2. Chapter 9: Risks and Ensuring the Right Board Risk-Philosophy
    3. Note
    4. Chapter 10: A Board Member's Practical Guide to Risk Thinking
    5. The Physical Health Check: Technical Risks
    6. The Mental Health Check: Behaviours
    7. The Strategic Risk Check
    8. The Governance Risk Check
    9. Note
    10. Chapter 11: Elements of Advanced Risk Techniques for Board Members: From Quants to Cyber
    11. The Why and How of Quantitative Risk Assessment for Boards
    12. Integration of Risks
    13. The Outcome of Risk Assessment
    14. Cyber Risk
    15. Notes
    16. Chapter 12: Crisis Management
    17. Crisis as a Turning Point
    18. There is Work to Be Done In Peaceful Times
    19. Communication Principles
    20. Another Powerful Weapon: Gathering Information
    21. A Crisis Will Shed Light On Boardroom Fissures
    22. Procedure vs. Authenticity
    23. Communicate Your Way to Rebuilding Trust
    24. Notes
    25. Chapter 13: The Four Tiers of Conflicts of Interest1
    26. Tier-I Conflicts: Individual Directors vs. Company
    27. Tier-II Conflicts: Directors vs. Stakeholders
    28. Tier-III Conflicts: Stakeholders vs. Other Stakeholders
    29. Conflicts of Interest within a Group of Stakeholders
    30. Tier-IV Conflicts: Company vs. Society
    31. Notes
    32. Chapter 14: High-Level Fraud and Active Board Oversight
    33. Why Does High-Level Fraud Happen?
    34. Injustice
    35. Lax Oversight
    36. Problematic Culture
    37. Financial Illiteracy
    38. How to Create an Effective Oversight Environment
    39. Preventing Injustice: Broaden the Notion of Conflict of Interest
    40. Preventing Lax Oversight: Build Appropriate Frameworks
    41. Preventing Toxic Behaviours: Create a Positive Culture
    42. Strengthen Board Oversight Expertise with Special Focus on Legal, Compliance, Risk, Fraud, and Financial Reporting
    43. Tools For Anti-Fraud Activities: Assessment, Prevention, Detection, and Investigation
    44. Assessment
    45. Prevention
    46. Detection
    47. Investigation
    48. Notes
  7. Part III: Board Best Practices
    1. Chapter 15: The Board as a Strategic Asset1
    2. Five Definitions of Strategy
    3. Clarifying the Board's Role
    4. Taking Context into the Mapping Process
    5. The Impact of Context on Strategic Views and Roles of the Board
    6. The Board's Ultimate Strategic Significance
    7. Notes
    8. Chapter 16: A Primer on Finance Essentials for Directors
    9. Reading Financial Reports
    10. Understanding Ratios to Analyse Operating Strategies
    11. Interpreting Between the Lines of Financial Statements
    12. How to Identify Red Flags in Financial Statements
    13. Implementing Desired Capital Structure
    14. Understanding Valuation Fundamentals
    15. Making Better M&A Decisions1
    16. Overseeing Risk2
    17. Notes
  8. Joanne Marker and Board Values at Comfre
    1. Chapter 17: Board Leadership and Values
    2. Quality Boards Live and Breathe Integrity
    3. Which and Whose Values?
    4. Board Values vs. Organisational Values
    5. Family Values in Business
    6. Note
    7. Chapter 18: The Intricacies of Subsidiary/Holding Governance
    8. Structures
    9. Culture
    10. Chapter 19: Fostering Entrepreneurship from the Board1
    11. ‘Best Practice’ Governance vs. Entrepreneurship
    12. Boards Should Actively Encourage Entrepreneurship
    13. Notes
    14. Chapter 20: The Board's Oversight Framework for M&As1
    15. Creating a Deal-Making Mindset
    16. Seeing the Bigger Picture
    17. Staging Deals with Maximum Precision
    18. Integration
    19. Confronting Litigation Involving M&As
    20. Notes
  9. Joanne Marker Confronts Failing Board Culture
    1. Chapter 21: The Chair–CEO Relationship
    2. The Role of the Chair
    3. Chairs are Increasingly Active
    4. Chair–CEO Dynamics – the Hallmarks of a Productive Relationship
    5. Tests of the Chair–CEO Relationship
    6. The Ideal Attributes of a Chair
    7. Chapter 22: The Board–Management Relationship
    8. Supervision
    9. Support
    10. Blurring the Board–Management Relationship
    11. Writing Governance Codes Is Easier Than Changing Behaviours
    12. Note
    13. Chapter 23: Effective Diversity
    14. Diversity is Good … But Why; and When?
    15. Diversity as a Considered Choice
    16. Gender
    17. Culture
    18. Personality
    19. Age
    20. Social Background
    21. We Have Embraced Diversity … Now What?
    22. The Chair's Role in Building and Nurturing Diversity
    23. Notes
    24. Chapter 24: The Talent Pipeline
    25. The Board's Responsibility for Talent Management
    26. The New Talent Dynamic: Culture, Values, Community
    27. Notes
    28. Chapter 25: Boards and Social Media1
    29. JP Morgan's Failed Foray into Twitter Q&A
    30. Why Boards Should Understand Social Media
    31. What Boards Should Do
    32. Notes
    33. Chapter 26: Boards and Investors
    34. The Move toward Increasing Shareholder Engagement
    35. Note
    36. Chapter 27: Managing Stakeholders
    37. Shareholders vs. Stakeholders: A Definition
    38. How to Identify a Company's Key Stakeholders
    39. The Board Can Be Instrumental in Shaping the CEO–Stakeholders Conversation
    40. Anticipating Stakeholders' Influence and Impact
    41. Notes
    42. Chapter 28: Stewardship from the Board
    43. Building Upon a Rich Cross-Disciplinary Legacy of Thought
    44. Psychological, Organisational, and Cultural Influences on Stewardship
    45. Steward Leaders Build on their Unique Strengths to Drive Stewardship
    46. Steward Leaders Deliver Long-Lasting, Meaningful, and Inclusive Impact
    47. Becoming a Steward Leader: What it Takes
    48. Stewardship Risks
    49. Boards Are Key to Fostering Stewardship
    50. Note
  10. Conclusion
  11. Index
  12. End User License Agreement
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