Boards That Lead


Book Description

Is your firm’s board creating value—or destroying it? Change is coming. Leadership at the top is being redefined as boards take a more active role in decisions that once belonged solely to the CEO. But for all the advantages of increased board engagement, it can create debilitating questions of authority and dangerous meddling in day-to-day operations. Directors need a new road map—for when to lead, when to partner, and when to stay out of the way. Boardroom veterans Ram Charan, Dennis Carey, and Michael Useem advocate this new governance model—a sharp departure from what has been demanded by governance activists, raters, and regulators—and reveal the emerging practices that are defining shared leadership of directors and executives. Based on personal interviews and the authors’ broad and deep experience working with executives and directors from dozens of the world’s largest firms, including Apple, Boeing, Ford, Infosys, and Lenovo, Boards That Lead tells the inside story behind the successes and pitfalls of this new leadership model and explains how to: • Define the central idea of the company • Ensure that the right CEO is in place and potential successors are identified • Recruit directors who add value • Root out board dysfunction • Select a board leader who deftly bridges the divide between management and the board • Set a high bar on ethics and risk With a total of eighteen checklists that will transform board directors from monitors to leaders, Charan, Carey, and Useem provide a smart and practical guide for businesspeople everywhere—whether they occupy the boardroom or the C-suite.




Corporate Governance Matters


Book Description

Corporate Governance Matters gives corporate board members, officers, directors, and other stakeholders the full spectrum of knowledge they need to implement and sustain superior governance. Authored by two leading experts, this comprehensive reference thoroughly addresses every component of governance. The authors carefully synthesize current academic and professional research, summarizing what is known, what is unknown, and where the evidence remains inconclusive. Along the way, they illuminate many key topics overlooked in previous books on the subject. Coverage includes: International corporate governance. Compensation, equity ownership, incentives, and the labor market for CEOs. Optimal board structure, tradeoffs, and consequences. Governance, organizational strategy, business models, and risk management. Succession planning. Financial reporting and external audit. The market for corporate control. Roles of institutional and activist shareholders. Governance ratings. The authors offer models and frameworks demonstrating how the components of governance fit together, with concrete examples illustrating key points. Throughout, their balanced approach is focused strictly on two goals: to “get the story straight,” and to provide useful tools for making better, more informed decisions.




High Performance Boards


Book Description

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.




Corporate Secretary's Answer Book


Book Description

The Corporate Secretary's Answer Book is the only comprehensive, single-volume reference to address the specific tasks corporate secretaries face on a daily basis in a Q&A format. Every topic is conveniently listed for easy reference with an index organized by commonly used terms. With all of this valuable "know-how" located within one volume, corporate secretaries will be able to find the best way to proceed with any particular matter, quickly and confidently. The Corporate Secretary's Answer Book also includes sample forms and checklists that offer step-by-step guidance to completing each phase of the corporate secretary's duties throughout the year, especially under Sarbanes-Oxley, including: Conduct of Shareholder Meeting Guidelines - Annual Meeting Script - Minutes of Incentive Committee Meeting - Establishing a Special Litigation Committee of the Board - Audit Committee Charter - Corporate Governance Listing Standards - Corporate Governance Guidelines - Corporate Disclosure - and much more!




A Practical Guide to Corporate Governance


Book Description

A Practical Guide to Corporate Governance by David W. Duffy is an invaluable reference for anyone who needs to focus on improving corporate governance. It provides valuable guidance on board operations and how to achieve effective working relationships, and should be on every director's and prospective director's reading list.




A Guide To Corporate Governance


Book Description

Concept Of Corporate Governance. Corporate Governance Has Caught The Interest And Imagination Of All Segments Of The Corporate World. Governance Has Assumed Greater Significance In The Light Of Series Of Corporate Failings, Both In Public And Private Sectors. The Society At Large, Have Begun To Loose Faith In The Infallibility Of Governance Systems.What Could Be The Minimum Ethical Standards Is Being Debated. The Characteristics Of Governance, When Applied In The Context Of A Country, Comprises Mechanisms, Processes And Institutions Through Which Citizens And Groups Articulate Their Interests, Exercise Their Rights, Meet Their Obligations And Mediate Their Differences. Its Aim Includes Formal Institutions And Regimes Empowered To Enforce Compliance, As Well As Informal Arrangements That People And Institutions Either Have Agreed To Or Perceive To Be In Their Interests.




The Healthy Company


Book Description

The Healthy Company is a handbook for directors and executives - and those on their way to getting there. Leading a company today means managing the uses of its resources and relationships and how it deals with the resulting effects over time as these effects will come back to impact the company, negatively or positively, in the future. It is this circle of integrated thinking that is essential to a healthy and sustainable company. The book considers a company's purpose and strategy under an integrated thinking approach. It also takes readers through a history of the company structure itself and the corporate revolutions that have happened along the way. A healthy company needs a healthy board, therefore, good corporate governance and the role of the board is explored. Practical tips and considerations are given for being a director, with FAQs. The successful running of board meetings is covered as well as the role of the board leader, along with a list of features which make for a good Chair. The Healthy Company proffers four matters that should be discussed at every board meeting to keep directors informed and to cultivate better decision-making. A healthy company needs integrated reporting that reflects its integrated thinking approach. This reporting should be internal for management and the board, but should also result in the annual integrated report released to investors and other stakeholders. This book covers the best practice guidance on preparing an integrated report, with FAQs for directors and executives. The Healthy Company offers a seven-step process which focuses on integration and a healthy company for the longer term.




Corporate Governance


Book Description

The subject Corporate Governance:Global Concepts and Practices has occupied centre- stage, particularly since the early 1990s in U.K., USA, rest of Europe, Canada, Japan, India and many other developing countries of the world. The present volume is essentially a comprehensive textbook, focusing on both concepts and corporate governance practices. Even before the Enron collapse and several other kingsize scandals, there has been a steadily mounting volume of complaints regarding the dismal state of governance in most large corporates across the globe, mostly relating to accounting irregularities and top dressing of financial results, almost universally perpetrated at the behest of the Company Chairman & CEO himself. Keeping the above ground realities in view, the present volume is intended to be a standard reference as well as textbook on the varied facets of corporate governance. The book has six distinct parts, containing in all as many as twenty-eight interrelated chapters.The first part deals with subjects like business environment, business ethics and social responsibilities, management of a firm, etc., while the second part is concerned with the theory of firm, its objectives, accounting standards and creative accounting practices. Part Three of the book dwells at length on the working of the company board, board committees, need for whistle blowing, corporate governance rating and need for separation of the positions of Chairman and CEO. Part Four presents summary recommendations of five Indian Committees on corporate governance in chronological order. These are (i) CII Committee (1998), (ii) Ist SEBI Committee (1999), (iii) Ganguly Committee-RBI (2002); (iv) Naresh Chandra Committee (2002) and (v) 2nd SEBI Committee (2003). Part Five contains six chapters comprising as many live cases on accounting scams. The sixth part of the book contains governance reports of three world class companies from India, viz., Infosys Technologies Ltd., Wipro, and Reliance Industries Ltd.




Business Ethics And Corporate Governance


Book Description

Section ‘A’ Business Ethics 1.Business Ethics : An Overview, 2. Nature of Ethics and its Relevance to Business , 3. Introduction to Business Value, 4.Value Based Management, 5. The Changing Value Systems of India, 6. Work-Life in Indian Philosophy (Work Ethos, Work Place Values and Work-Life Balance), 7 .Relationship between Ethics and Corporate Excellence, 8. Corporate Mission Statement and Code of Ethics, 9. Organisational Culture , 10 .Total Quality Management (T Q M) , 11. Gandhian Philosophy of Wealth Management , 12. Corporate Social Responsibilities and Social Audit, 13. Ethics in Marketing, 14. Profit Maximisation and Ethics, 15. Employee Discrimination , Section ‘B’ Corporate Governance 1.Conceptual Framework of Corporate Governance, 2. Regulatory Framework of Corporate Governanc, 3. Failure of Corporate Governance and Reforms of Corporate Governance, 4. Major Codes and Standards on Corporate Governance, 5. Corporate Social Responsibility , 6. Business Ethics and Rating Agencies.




A Handbook on Corporate Governance


Book Description

Any organisation, whether a business or a non-profit, needs good governance to ensure that it is run in a way that meets the legal and stakeholders expectations. The task of ensuring good governance lies with the Board. This is why this Handbook is exactly what Corporate Leaders and Directors need to assist them. It will act as a ‘ready reckoner’ for quick reference on Corporate Governance practices and compliance issues, affecting the boardroom and the organisation as a whole. This Handbook covers topics ranging from Committees, Procedures, Leadership, Family Businesses, Performance Evaluation, trends and more.