- Cover
- Foreword
- Preface
- About the Editor
- 1 The Handbook of Board Governance
- Introduction
- Diversity of Authorship
- Improved Corporate Governance
- Part I: The Board's First Responsibility: The Right CEO
- Part II: The Board's Second Responsibility: The Right Board Chair
- Part III: Who Is at the Board Table? Board Composition, Dynamics, and Decision-Making
- Part IV A: Climate Governance
- Part IV B: Technology Governance
- Part IV C: Risk and Financial Governance
- Part IV D: Strategic Governance
- Part IV E: Human Capital and Compensation Governance
- Part IV F: Legal and Governance Responsibilities of Directors
- Part V: Shareholder Engagement and Board Accountability
- Part VI: Not-for-Profit Governance
- Part VII: Small and Medium Company Governance
- Part VIII: Global Corporate Governance
- Conclusion: Future of Board Governance and Unresolved Issues
- References
- I: The Board's First Responsibility: The Right CEO
- 2 CEO Succession Planning Trends and Forecast
- 3 CEO Succession Planning
- 4 CEO Succession: Lessons from the Trenches for Directors
- Introduction
- The Talent Disconnect
- The Reluctant Retiree
- The Absence of Human Resources
- The Assessment Tool Obsession
- The Irrelevant Criteria
- The Culture Conundrum
- The Mysterious Talent Pool
- The Never-Ending Transition
- The Forever CEO
- The Persistent Myth: It's Just for the Big Guys
- Conclusion
- About the Author
- References
- APPENDIX 1: Model CEO Succession Planning Charter
- APPENDIX B: Model CEO Position Description
- II: The Board's Second Responsibility: The Right Board Chair
- 5 The Nonexecutive Chairman
- 6 Great Boards Don't Exist Without Great Chairs
- 7 What's in a Name? The Lead Director Role at U.S. Public Companies
- Introduction
- Part I: Where Did the Lead Director Role Come From?
- Part II: Who Are Today's Lead Directors?
- Part III: What Responsibilities Do Lead Directors Have?
- Part IV: What Challenging Issues Demand the Most Attention from Lead Directors?
- Part V: What Behaviors and Key Relationships Set the Most Successful Board Leaders Apart?
- Conclusion
- About the Authors
- Notes
- APPENDIX 3: Model Board Chair Position Description
- III: Who Is at the Board Table? Board Composition, Dynamics, and Decision-Making
- 8 Director Independence, Competency, and Behavior
- The Regulatory Focus on Director Independence May Occur at the Expense of Industry Expertise
- Moving Beyond Director Independence
- Regulatory Emphasis on Director Independence
- Boards Should Collectively Decide: How Much Compromising of Director Independence Is Acceptable?
- Director Competency
- Board Diversity Matrix
- Director Behavior
- Assessing Overall Director Effectiveness
- Conclusion
- About the Author
- Notes
- References
- 9 Board Behaviors: How Women Directors Influence Decision Outcomes
- 10 The State of Gender Diversity in Boardrooms
- 11 Every Seat Matters
- 12 The Art of Asking Questions as a Director
- 13 Board Succession, Evaluation, and Recruitment: A Global Perspective
- Introduction
- Who Has the Right to Nominate and Elect the Board?
- Basic Board Structure and Independence
- Board Succession Management
- Building a Fit-for-Purpose Board
- The Hot Topic of Diversity on Boards
- Board Evaluation
- Board Recruitment
- Vetting of Board Candidates
- Board Candidates' Own Due Diligence
- Conclusion
- About the Author
- APPENDIX 4: Model Individual Director Position Description
- APPENDIX 5: Model Conflict of Interest Policy for Directors
- 8 Director Independence, Competency, and Behavior
- IV: The Work of the Board: A. Climate Governance
- 14 Climate Change and Directors' Duties: Closing the Gap Between Legal Obligation and Enforcement Practice
- Introduction
- Why Climate Change Is a Core Corporate Governance Issue
- Incorporating Climate Change into The Board's Role on Governance, Strategy, Risk Management Oversight, and Disclosure
- Climate Change and Directors' Duties in Key Common Law Jurisdictions
- Practical Tools for Climate Governance and Disclosure
- Conclusion
- About the Authors
- Notes
- 15 Board Oversight and Climate Change: What Directors Need to Know
- Introduction
- Incorporating Climate Change into the Overall Board Governance Framework
- Understanding the Dynamic of Climate Risk, Climate Opportunity, and Financial Impact
- What the Board Needs to Know About Risk and Opportunities Analyses
- What the Board Needs to Know About Climate-Related Risk Management and Strategic Planning
- What the Board Needs to Know About Climate Change–Related Disclosure
- Closing Comments
- About the Author
- Notes
- 16 Responsible Boards for a Sustainable Future
- 17 Corporate Governance to Advance Business and Society
- 14 Climate Change and Directors' Duties: Closing the Gap Between Legal Obligation and Enforcement Practice
- IV: The Work of the Board: B. Technology Governance
- 18 Technology and the Corporate Board 2020 and Beyond
- 19 Responsive Governance in a Digital World: The Need to Up-Skill
- Introduction
- Digital Transformation
- Why IT Governance Capability Is Necessary Across the Board
- Seven Areas of ETG Risk Boards Need to Know About
- Three Barriers to Effective Board-Level ETG
- Board ETG Accountabilities and New Competencies
- Five Practical Steps to Start Transforming Your Board
- Conclusion
- About the Authors
- Notes
- References
- 20 The Impact of Blockchain Technology for Corporate Governance
- Executive Summary
- Glossary of Terms
- Introduction: Blockchain Enhancements in Corporate Governance
- Voting Rights and “Smart Contracts”: Compliance Automation
- Digital Currency: Securities Regulatory Implications
- Security Token Issuances: Board Considerations
- Impact of Digital Currency: Key Lessons Learned
- Conclusion: Governance Efficiency and Effectiveness
- About the Author
- Notes
- References
- 21 Blockchain: An Introduction for Boards of Directors
- 22 Reflections of a Board Chair on the Christchurch Massacre: Governing Social Media
- IV: The Work of the Board: C. Risk and Financial Governance
- 23 Financial Literacy and Audit Committees: A Primer for Directors and Audit Committee Members
- Editor's Note
- The Board and Audit Committee's Financial Literacy and Oversight of Financial Reporting and External Audit
- Audit Committee Oversight of Internal Audit
- Audit Committee Oversight of Risk Management
- Audit Committee Oversight of Business Conduct, Ethics, and Whistleblowing
- Audit Committee Oversight of Technology and Cybersecurity
- Conclusion
- About the Author
- Notes
- 24 Corporate Governance in an Age of Populism
- 25 A Call to Action for Geopolitical Governance
- 26 Governing Boards, Risk Management, and Deliberative Thinking
- 27 Lawyers' Advice to Directors on Overseeing Executive Pay
- Introduction
- The Overarching Principle of the Fiduciary Duty
- The Approval of a Compensation Committee Isn't Necessarily Enough
- If It Looks Too Good to Be True, a Court Is Probably Going to Feel the Same Way
- Don't Stop Being Scrupulously Honest Just Because a Contract Is Signed
- If Your Company May Have an Executive Who Breached Their Duty, Contemplate Asking a Court to Set It Aside
- Conclusions and Lessons from the Law
- About the Authors
- Notes
- 28 Accountant's Advice to Company Directors: Directors' Obligations to Detect Top-10 Frauds
- Background
- Fraud #1: Absent Board Independence
- Fraud #2: Hiring “Rubber-stamp” Consultants
- Fraud #3: Over-Ranked Financial Specialists
- Fraud #4: Incentive Programs Gone Awry
- Fraud #5: Weak Financial Controls
- Fraud #6: Non-Arm's-Length/Self-Dealing
- Fraud #7: Ponzi Schemes
- Fraud #8: “Cooked Books”
- Fraud #9: IFRS
- Fraud #10: Corporate Reorganizations
- About the Author
- 29 Ten Tell-Tale Signs of Possible Fraud: A Director's Primer
- Introduction
- The Chief Executive Officer (CEO) Is a Narcissist
- The CEO Takes a Keen Interest in Basic Accounting Entries
- The Company's Operation Represents One Person's Vision
- The Corporate Organization Chart Does Not Reflect Reality
- The Board Does Not Understand All Aspects of the Business
- The Minute Books Are Not Up to Date
- The Audit Committee Is Inactive
- Senior People Have a Flamboyant Lifestyle
- Noncore or Unusual Business Activities Generate High Revenue
- The Corporation Is Not a Securities and Exchange Commission (SEC) Registrant
- Conclusion
- About the Author
- 30 100 Questions Directors Should Ask When Assessing the Effectiveness of Risk Systems
- 31 Risk Oversight for Directors: A Practical Guide
- 32 Risk Governance: Leading Practice and Demographic Impacts
- Introduction
- What Is Enterprise Risk Management and Risk Governance?
- Corporate Governance Regulations: Risk Governance Expectations
- A Risk Governance Approach
- How Should the Board Organize Itself to Oversee Risk?
- What Should the Charter of the Board Include Regarding Risk Oversight?
- What Skills Should Directors Possess to Fulfill the Board Risk Oversight Charter?
- Emerging Role of the CRO
- Policy
- Assurance
- Risk Governance Framework Implementation
- Demographic Influencers of Effective Risk Governance
- Conclusion
- About the Author
- Notes
- 23 Financial Literacy and Audit Committees: A Primer for Directors and Audit Committee Members
- IV: The Work of the Board: D. Strategic Governance
- 33 Agile Governance
- 34 The Three Dilemmas for Creating a Long-Term Board
- Chapter Summary
- Introduction: Making the Case for Why Boards Should Care About Being Long-Term
- The Dilemma of a Time-Constrained Board
- The Dilemma of Using Stock Ownership as a Means of Aligning Interests
- Shareholder Engagement: The Dilemma of How and When Directors Should Engage
- Solutions for Long-Term Boards
- Conclusion
- About the Authors
- Notes
- 35 Strategic Blindspots in the Boardroom
- IV: The Work of the Board: E. Human Capital and Compensation Governance
- 36 Winter Is Coming: The Approaching Human Capital Management Storm
- 37 The Effective Compensation Committee
- Introduction
- Keys to an Effective Compensation Committee
- Compensation Committee Charter
- Compensation Philosophy
- Compensation Committee Calendar
- Aligning Pay to Performance: Best Practices
- Succession Planning and Talent Development
- Say on Pay and Shareholder Engagement
- Conclusion
- About the Authors
- Notes
- 38 Compensation Governance and Performance-Based Executive Compensation
- Introduction
- Typical Responsibilities Found Within the Charter of the Compensation Committee
- Compensation Governance Background
- Compensation Governance Process
- Performance-Based Executive Compensation
- Governance Process to Review and Design the Annual Bonus
- Governance Process to Review and Design the Long-Term Incentive Plans
- Governance Process to Design Performance-Based Incentives
- Final Thoughts
- About the Author
- 39 Measuring and Improving Pay for Performance: Board Oversight of Executive Pay
- The Three Basic Objectives of Executive Pay
- A Brief History of Executive Pay
- Why Percent of Pay at Risk Is Not a Meaningful Measure of Incentive Strength
- Measuring the Three Basic Objectives of Executive Pay
- The Design Implications of the Measurement Analysis: Perfect Pay Plans
- Benchmarking Pay for Performance
- Executive Pay Has a Big Impact on Shareholder Wealth
- Directors Need to Ensure That They Themselves Have Strong Incentives to Increase Shareholder Value
- Institutional Investors Don't Do a Good Job on Say on Pay
- ISS Doesn't Do a Good Job for Institutional Investors
- Conclusion
- About the Author
- Notes
- References
- 40 Designing Performance for Long-Term Value: Aligning Business Strategy, Management Structure, and Incentive Design
- Defining Performance and Missing Metrics
- What About Earnings per Share (EPS) as a Performance Metric?
- Connecting Current and Future Value to Total Shareholder Return
- Aligning Management Structure with Innovation and Future Value
- Current Value, Future Value, and Rethinking Long-Term Incentive Design
- Explaining Performance and Pay for Performance
- Conclusion
- Glossary
- About the Author
- Notes
- 41 Mind the Gap: How Human Resources Can Become More Integral to the Corporate Boardroom Agenda
- IV: The Work of the Board: F. Legal and Governance Responsibilities of Directors
- 42 Board Risk and Responsibility Under Regulatory and Criminal Law
- Board Governance, Regulatory and Criminal Law
- Leadership Failure and the Westray Mine Disaster
- Moral Panic and Political Policy Proclivity
- Legal Differences Between Regulatory and Criminal Law
- “Due Diligence” or “Do Diligence” in Risk Governance
- Directors' Personal Risk and Due Diligence
- No DPAs for Directors
- Indemnity and Insurance for Directors
- The Charter and Legal Risk Management
- International Directions in Directors' Legal Liability
- About the Author
- Notes
- References
- 43 Riding Between Cars: The Position of the Corporate Secretary
- 44 Ensuring Good Governance and Business Success in International Subsidiaries
- Align the Purpose of the Subsidiary and Its Board to the Parent
- Align the Processes of the Subsidiary with the Needs for Good Governance
- Align the Leadership of the Subsidiary with the Needs of the Board
- Identify the Operating Needs of the Parent: The “Non-negotiables”
- Clarify and Align the Needs of the Subsidiary with the Parent Organization
- Making It Work—The Glue That Binds: “Trans-Cultural Conduits”
- Conclusion
- About the Author
- References
- 42 Board Risk and Responsibility Under Regulatory and Criminal Law
- V: Shareholder Engagement and Board Accountability
- 45 The Rise of Investor Stewardship
- 46 Director/Shareholder Meetings
- 47 Dual-Class Share Firms in Developed Market Economies*
- 48 For Directors: The Long-Term Relationship Between Directors, Companies, and Institutional Investors
- Background
- Why Are Institutional Investors Important?
- Long-Term Ownership by Institutional Investors: Should Directors Care?
- What Are the Keys to Engagement? What Triggers Advanced Engagement? Which Issues Are of Utmost Importance?
- Overcoming Impediments and Realizing Benefits Through Engagement
- How Do Institutional Investors Evaluate Governance and Select Engagement Strategies, Including Quiet Diplomacy?
- How Do Institutional Investors Evaluate Directors Through Proxy Voting?
- What Will Be the Next Major Governance Focus for Investors and Directors?
- Candid Advice for Board Members
- Suggestions for Directors, Investors, and Boards to Improve Their Governance
- Conclusion
- Acknowledgments
- About the Author
- Notes
- Useful Citations and Reference Materials
- 49 Proxy Scorecards Will Empower Investors
- Executive Summary
- Externalities and “Forced Capitalists”
- Main Street Investors Should Have a Say
- Knowing How Funds Vote
- Organizing Around Common Values
- Real-Time Proxy Voting Disclosure
- Giant Funds Clash to Determine American Values
- Broader Shareholder Base Needed to Reflect American Values
- About the Author
- Notes
- VI: Not-for-Profit Governance
- VII: Small and Medium Company Governance
- 53 Governance of Small and Medium-Sized Entities
- 54 Private Versus Public Company Governance: Top-13 Questions for Board Members to Consider
- 55 Cannabis Governance: Advice for Current and Prospective Directors in This Emerging Industry
- Introduction
- In These Early Days, There Are More Stocks Than There Are Companies
- Getting Underneath the Canopy
- Be Realistic About What Governance Is in This Space
- Board and Management Need to Keep Each Other Focused
- Setting Pay in This Space
- The Board and Overseeing the Capital Expenditure Budget
- Challenge Management on Big Bets by Looking to the Informal Market
- Mergers, Acquisitions, and Consolidation Present Unique Challenges for Cannabis Boards
- About the Author
- VIII: Global Corporate Governance
- 56 Cross-Border Corporate Governance
- Historical Perspectives
- Social, Cultural, and Legacy Issues
- Emergence of the “Emerging Economies”
- Common Governance Themes Crisscrossing International Borders
- Corporate Governance: Examining Approaches Taken by Australia, India, Singapore, the United Kingdom, and the United States
- Dealing with Shareholder Empowerment
- Disproportionate Voting Rights
- Emerging Governance Issues for Multinationals
- About the Author
- Notes
- 57 Corporate Governance in Asia-Pacific
- 58 Boards of Directors of Chinese Companies
- 59 The Russian Corporate Governance Story
- Learning to Fly: Russian Corporate Governance Origins
- Set the Controls for the Heart of the Wealth: Regulators, Shareholders' Activists, Directors' NGOs
- The Dark Side of the Boom: Attempting to Refine Governance in SOEs
- Sberbank's Bold Analysts' Riot: Comfortably Numb?
- The Final Cut: Conclusions and Recommendations
- About the Author
- 60 CARICOM (Caribbean Community) Governance
- 61 King IV: Taking Corporate Governance to the Next Level
- A Focus on Outcomes Within an Ethical Context
- New Foundational Elements of King IV
- King IV and Ethical Consciousness and Leadership
- King IV Focuses on Conduct
- King IV Promotes an Outcomes-Based View
- The “Apply-and-Explain” Regime
- Broad Applicability of King IV
- Greater Clarity Is Obtained
- Proportionality Is an Important Concept
- Specific Content Shifts in King IV
- Conclusion
- About the Authors
- Notes
- 56 Cross-Border Corporate Governance
- Index
- End User License Agreement
About the Editor
Richard Leblanc
Professor Richard Leblanc, CMC, BSc, MBA, LLB, JD, LLM, PhD, is professor of Governance, Law & Ethics, and director of the Masters of Financial Accountability Program at York University in Toronto, Canada.
Dr. Leblanc is a leading expert on corporate governance and accountability. He is an award-winning teacher and researcher, lawyer, public speaker, consultant, and specialist on boards of directors. He has taught corporate governance at Harvard University since 2012, and has been named to Canadian Who's Who.
He brings to business and professional audiences a depth of information from his extensive research and work with over 250 organizations and boards, and training and development of over 1,000 directors and managers. He is engaging, dynamic, and personable.
Dr. Leblanc has authored over 200 publications and reports, delivered over 500 invited speeches, and sat for over 500 media appearances.
He possesses an extensive and diversified professional network. He is the founder of Boardexpert.com Inc. and the LinkedIn Group Boards and Advisors, with over 25,000 members globally. He has 9,000 connections on LinkedIn, and his regular newsletter is accessible to 40,000 directors and other individuals.
Dr. Leblanc's insight has guided leaders of organizations through his teaching, writing, and direct consultation to government regulators and national and multinational corporations. He has been an external advisor or expert witness to ASX, LSE, Nasdaq, NYSE, and TSX boards of directors, including boards that have won national awards and peer endorsement for their governance practices. His work, directly or indirectly, has impacted companies throughout the world, including those that have used Dr. Leblanc's methodology to strengthen their governance effectiveness and accountability practices.
He has been retained to advise on defective boards to implement governance and shareholder accountability reform. He has evaluated boards, board committees, committee chairs, and CEOs, and has advised on CEO performance and both director and CEO succession planning and removal, consistent with shareholder value creation and accountability.
Dr. Leblanc possesses a Bachelor of Science degree, an MBA, Canadian and American law degrees, a master's in law, and a PhD focusing on corporate governance.
-
No Comment
..................Content has been hidden....................
You can't read the all page of ebook, please click here login for view all page.