Details

High Performance Boards


High Performance Boards

Improving and Energizing your Governance
1. Aufl.

von: Didier Cossin

27,99 €

Verlag: Wiley
Format: EPUB
Veröffentl.: 09.04.2020
ISBN/EAN: 9781119615699
Sprache: englisch
Anzahl Seiten: 352

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Beschreibungen

<p><b>A comprehensive guide to transforming boards and achieving best-practice governance in any organisation.</b></p> <p>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. <i>High Performance Boards</i> is the comprehensive manual for attaining best-in-class governance, offering pragmatic guidance on improving board quality, accountability, and performance.</p> <p>This authoritative volume identifies the four dimensions, or <i>pillars</i>, 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:</p> <ul> <li>Demonstrates how high-performance boards innovate and refine their practices</li> <li>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</li> <li>Provides a proven framework to create best-in-class governance</li> <li>Includes a companion website featuring tools for board assessment and board practice</li> </ul> <p><i>High Performance Boards</i> 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.</p>
<p>About the Author xvii</p> <p>Acknowledgements xix</p> <p>Preface xxi</p> <p><b>Part I: The Four Pillars of Board Effectiveness 1</b></p> <p><b>Joanne Marker and Board Service 3</b></p> <p><b>Chapter 1 The Four Pillars of Board Effectiveness 9</b></p> <p>The First Pillar: People Quality, Focus, and Dedication 11</p> <p>The Second Pillar: Information Architecture 14</p> <p>The Third Pillar: Structures and Processes 15</p> <p>The Fourth Pillar: Group Dynamics and Board Culture 17</p> <p><b>Chapter 2 Governance Challenges around the World 20</b></p> <p>Scientific Lessons from Natural Selection 22</p> <p>What is Transformational Leadership? 23</p> <p>Should We Trust Leaders? 24</p> <p>The Governance DNA 26</p> <p><b>Chapter 3 The Successful Director: Values and Character 28</b></p> <p>Duty of Care 30</p> <p>Duty of Loyalty 32</p> <p>Integrity: A Key Characteristic of Board Directors 32</p> <p><b>Chapter 4 The First Pillar: People Quality, Focus, and Dedication 35</b></p> <p>Quality 35</p> <p>Focus 38</p> <p>Dedication 41</p> <p><b>Chapter 5 The Second Pillar: Information Architecture 45</b></p> <p>How Complete is Your Information? 46</p> <p><b>Chapter 6 Board Structures and Processes 50</b></p> <p>Processes 51</p> <p>Committee Structure 52</p> <p>Board Secretary 53</p> <p>Lead Director or Vice Chair 55</p> <p><b>Chapter 7 Group Dynamics and Board Culture 56</b></p> <p>Understanding Group Dynamics 57</p> <p>Coalitions Within a Board Are Inevitable – and they Feed into Politics 60</p> <p>Boards Fall into Traps 63</p> <p>Drawing Strength from the Board’s Potential 66</p> <p>Developing Self-Awareness 67</p> <p>Board Culture 69</p> <p><b>Part II: Board Failures and Challenges 77</b></p> <p><b>Chapter 8 Four Areas of Board Failure 79</b></p> <p><b>Chapter 9 Risks and Ensuring the Right Board Risk-Philosophy 82</b></p> <p><b>Chapter 10 A Board Member’s Practical Guide to Risk Thinking 85</b></p> <p>The Physical Health Check: Technical Risks 86</p> <p>The Mental Health Check: Behaviours 89</p> <p>The Strategic Risk Check 93</p> <p>The Governance Risk Check 94</p> <p><b>Chapter 11 Elements of Advanced Risk Techniques for Board Members: From Quants to Cyber 97</b></p> <p>The Why and How of Quantitative Risk Assessment for Boards 98</p> <p>Integration of Risks 101</p> <p>The Outcome of Risk Assessment 102</p> <p>Cyber Risk 104</p> <p><b>Chapter 12 Crisis Management 107</b></p> <p>Crisis as a Turning Point 110</p> <p>There is Work to Be Done In Peaceful Times 111</p> <p>Communication Principles 111</p> <p>Another Powerful Weapon: Gathering Information 113</p> <p>A Crisis Will Shed Light On Boardroom Fissures 115</p> <p>Procedure vs. Authenticity 117</p> <p>Communicate Your Way to Rebuilding Trust 118</p> <p><b>Chapter 13 The Four Tiers of Conflicts of Interest 120</b></p> <p>Tier-I Conflicts: Individual Directors vs. Company 122</p> <p>Tier-II Conflicts: Directors vs. Stakeholders 124</p> <p>Tier-III Conflicts: Stakeholders vs. Other Stakeholders 131</p> <p>Conflicts of Interest within a Group of Stakeholders 135</p> <p>Tier-IV Conflicts: Company vs. Society 136</p> <p><b>Chapter 14 High-Level Fraud and Active Board Oversight 141</b></p> <p>Why Does High-Level Fraud Happen? 143</p> <p>Injustice 147</p> <p>Lax Oversight 148</p> <p>Problematic Culture 149</p> <p>Financial Illiteracy 151</p> <p>How to Create an Effective Oversight Environment 152</p> <p>Preventing Injustice: Broaden the Notion of Conflict of Interest 152</p> <p>Preventing Lax Oversight: Build Appropriate Frameworks 153</p> <p>Preventing Toxic Behaviours: Create a Positive Culture 156</p> <p>Strengthen Board Oversight Expertise with Special Focus on Legal, Compliance, Risk, Fraud, and Financial Reporting 159</p> <p>Tools For Anti-Fraud Activities: Assessment, Prevention, Detection, and Investigation 160</p> <p>Assessment 161</p> <p>Prevention 161</p> <p>Detection 161</p> <p>Investigation 162</p> <p><b>Part III: Board Best Practices 165</b></p> <p><b>Chapter 15 The Board as a Strategic Asset 167</b></p> <p>Five Definitions of Strategy 168</p> <p>Clarifying the Board’s Role 171</p> <p>Taking Context into the Mapping Process 174</p> <p>The Impact of Context on Strategic Views and Roles of the Board 175</p> <p>The Board’s Ultimate Strategic Significance 176</p> <p><b>Chapter 16 A Primer on Finance Essentials for Directors 177</b></p> <p>Reading Financial Reports 178</p> <p>Understanding Ratios to Analyse Operating Strategies 179</p> <p>Interpreting Between the Lines of Financial Statements 181</p> <p>How to Identify Red Flags in Financial Statements 182</p> <p>Implementing Desired Capital Structure 184</p> <p>Understanding Valuation Fundamentals 185</p> <p>Making Better M&A Decisions 187</p> <p>Overseeing Risk 189</p> <p><b>Joanne Marker and Board Values at Comfre 193</b></p> <p><b>Chapter 17 Board Leadership and Values 197</b></p> <p>Quality Boards Live and Breathe Integrity 198</p> <p>Which and Whose Values? 199</p> <p>Board Values vs. Organisational Values 202</p> <p>Family Values in Business 203</p> <p><b>Chapter 18 The Intricacies of Subsidiary/Holding Governance 204</b></p> <p>Structures 206</p> <p>Culture 208</p> <p><b>Chapter 19 Fostering Entrepreneurship from the Board 210</b></p> <p>‘Best Practice’ Governance vs. Entrepreneurship 211</p> <p>Boards Should Actively Encourage Entrepreneurship 212</p> <p><b>Chapter 20 The Board’s Oversight Framework for M&As 217</b></p> <p>Creating a Deal-Making Mindset 218</p> <p>Seeing the Bigger Picture 220</p> <p>Staging Deals with Maximum Precision 220</p> <p>Integration 225</p> <p>Confronting Litigation Involving M&As 226</p> <p><b>Joanne Marker Confronts Failing Board Culture 229</b></p> <p><b>Chapter 21 The Chair–CEO Relationship 233</b></p> <p>The Role of the Chair 233</p> <p>Chairs are Increasingly Active 237</p> <p>Chair–CEO Dynamics – the Hallmarks of a Productive Relationship 238</p> <p>Tests of the Chair–CEO Relationship 240</p> <p>The Ideal Attributes of a Chair 242</p> <p><b>Chapter 22 The Board–Management Relationship 244</b></p> <p>Supervision 244</p> <p>Support 246</p> <p>Blurring the Board–Management Relationship 247</p> <p>Writing Governance Codes is Easier Than Changing Behaviours 248</p> <p><b>Chapter 23 Effective Diversity 251</b></p> <p>Diversity is Good . . . But Why; and When? 251</p> <p>Diversity as a Considered Choice 252</p> <p>Gender 253</p> <p>Culture 255</p> <p>Personality 256</p> <p>Age 257</p> <p>Social Background 259</p> <p>We Have Embraced Diversity . . . Now What? 260</p> <p>The Chair’s Role in Building and Nurturing Diversity 262</p> <p><b>Chapter 24 The Talent Pipeline 265</b></p> <p>The Board’s Responsibility for Talent Management 265</p> <p>The New Talent Dynamic: Culture, Values, Community 268</p> <p><b>Chapter 25 Boards and Social Media 272</b></p> <p>JP Morgan’s Failed Foray into Twitter Q&A 273</p> <p>Why Boards Should Understand Social Media 274</p> <p>What Boards Should Do 276</p> <p><b>Chapter 26 Boards and Investors 279</b></p> <p>The Move toward Increasing Shareholder Engagement 281</p> <p><b>Chapter 27 Managing Stakeholders 283</b></p> <p>Shareholders vs. Stakeholders: A Definition 284</p> <p>How to Identify a Company’s Key Stakeholders 285</p> <p>The Board Can Be Instrumental in Shaping the CEO–Stakeholders Conversation 285</p> <p>Anticipating Stakeholders’ Influence and Impact 286</p> <p><b>Chapter 28 Stewardship from the Board 289</b></p> <p>Building Upon a Rich Cross-Disciplinary Legacy of Thought 291</p> <p>Psychological, Organisational, and Cultural Influences on Stewardship 291</p> <p>Steward Leaders Build on their Unique Strengths to Drive Stewardship 292</p> <p>Steward Leaders Deliver Long-Lasting, Meaningful, and Inclusive Impact 293</p> <p>Becoming a Steward Leader: What it Takes 295</p> <p>Stewardship Risks 297</p> <p>Boards Are Key to Fostering Stewardship 297</p> <p>Conclusion 299</p> <p>Index 301</p>
<p><b>DIDIER COSSIN</b> is a professor at IMD, Switzerland and the founder and director of the IMD Global Board Center. He is the originator of the Four Pillars of Board Effectiveness methodology and an advocate of stewardship. He is the author and co-author of books such as <i>Inspiring Stewardship,</i> book chapters (such as <i>Governance Risk: A Guide for Investors</i>) and many articles in the fields of governance, investments, risks and stewardship, several of which have obtained citations of excellence or other awards.<br />Didier works with asset owners, government officials, central bankers, boards and senior leaders to provide the latest thinking on best-in-class governance, board effectiveness, the governance of investments, board dynamics and strategy design. He favors an adaptive and interactive approach to finding distinctive solutions for organisations on a wide range of governance topics. His latest research focuses on stewardship, how we can foster organisations to have long-term positive social impact while creating economic value for all. His past research has dealt with optimising governance in critical decision-making situations (large investments, key personnel changes, M&As, strategic turnarounds and organisational threats). Didier also supports some leading non-profit organisations at fine-tuning their governance for impact.</p>
<p><b>A COMPREHENSIVE GUIDE TO TRANSFORMING BOARDS AND ACHIEVING BEST-PRACTICE GOVERNANCE IN ANY ORGANISATION.</b></p> <p>When practising good governance, the board is the vital driver of organisational success, while fostering positive social impact and economic value creation. At all levels, executives and non-executives around the world are faced with complexities arising from disruptive business models, new technologies, social evolution, shifting political circumstances, environmental challenges, cyber threats, and an array of other sources. <i>High Performance Boards</i> is the comprehensive manual for attaining best-in-class governance, offering pragmatic guidance on improving board performance, accountability, and sustainability. <p>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, governmental, corporate or non-profit, regardless of size, country, sector 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 work with boards across the world, this book: <ul><li>Demonstrates how high-performance boards innovate and refine their practices</li> <li>Discusses examples of board failures and challenges, including case studies from both for-profit and non-profit organisations including international organisations, asset owners, and state-owned agencies or ministries</li> <li>Provides a proven framework to create best-in-class governance</li> <li>Includes a companion website featuring tools for board assessment and board practice</li></ul> <p><i>High Performance Boards</i> has inspired more than 3,000 board members around the world. This book is essential reading for members of boards, councils or assemblies, trustees and other professionals interested in governance, senior managers, investors, lawyers and students of governance.
<p>“It is a reasonable assumption that successful boards will share some common characteristics, as will failing boards. The challenge is to identify these factors before success or failure occur. This book, evidently based on Didier Cossin’s years of experience with boards around the world, goes a long way in doing so. The Four Pillars of Board Effectiveness will be an inspiration for many boards and their directors, as they consider how they can further strengthen their governance, enhance their effectiveness and ensure their success.”</p> <p>– <b>Paul Bulcke</b>, Chairman of the Board of Directors, Nestlé S.A. (Switzerland); Vice-Chairman, Board of Directors, L'Oréal (France)<i>; </i>Member, J.P. Morgan International Council</p> <p> </p> <p>“Didier Cossin brings huge direct experience to bear in his fascinating analysis of what makes a good board. Integrity, hard work, collegiality and independence of judgment matter greatly as personal attributes of board members as does a collective ability to focus on strategy, management support and risk in all its forms matters at the board level itself. And if that sounds easier said than done, read this book. This board member felt wiser and more daunted by the end.”</p> <p>– <b>Lord Mark Malloch-Brown</b>, Chairman, SGO (UK); Board Member of Investec, Seplat Petroleum and Kerogen; former Deputy Secretary-General and Chief of Staff, United Nations; former Minister of State in the Foreign Office</p> <p> </p> <p>“An important distillation of Didier Cossin’s insight and expertise on effective governance. As a long-time follower of his work, I am glad to see Prof Cossin publish this comprehensive guidebook to governance that transcends both geography and sectors. From stewardship of strategic objectives, to managing and structuring risk, the importance of board diversity and more, the lessons are at once practical and essential for any board member.”</p> <p>– <b>Peter Maurer, </b>President of the International Committee of the Red Cross</p> <p> </p> <p>“What impressed me most is the comprehensive coverage of every aspect of board work in a way that is solidly grounded in every day’s practice in boardrooms around the world. As such, the book is a must-read for every aspiring board member, but also has a lot to offer for even the most seasoned board member with a curiosity for learning and continuous improvement.”</p> <p>– <b>Gerard Kleisterlee</b>, Chairman, Vodafone Group Plc; Deputy Chair and Senior Independent Director, Royal Dutch Shell; Chairman, ASML</p> <p> </p> <p>"This is the bedside book any board member should read and reread. Building on his extensive and deep experience, Didier pragmatically helps us to challenge our ways of interacting around the board table and establish a multi-dimensional frame in order to foster the best decision making. Every page calls into question one’s practice and pushes each of us to avoid biases and revisit his/her ways of thinking for the ultimate benefit of the company."</p> <p>– <b>Barbara Dalibard,</b> Lead Independent and Chair of Compensation and Appointments Committee, Michelin Group</p> <p> </p> <p>"This book offers a complete and enlightening review of current board governance practices and challenges. The approach and framework it offers are as pertinent in the East as in the West in establishing high performing boards."</p> <p>– <b>Hsieh Fu Hua</b>, Chairman, ACR Capital Holdings Pte Ltd; Board Member of GIC, Singapore and Grab Holdings, Singapore; Chairman of the National University of Singapore and National Gallery of Singapore</p> <p> </p> <p>"Professor Cossin has developed the concept of board effectiveness based on his latest research. Intellectually stimulating, this book provides practical guidance to cope with unique challenges associated with governance of institutions. This book is therefore a must-read for board directors of companies, governmental organizations and NGOs."</p> <p>– <b>Kumiko Matsuura-Mueller</b>, Chairwoman, United Nations Federal Credit Union (USA)</p> <p> </p> <p>“The book is a comprehensive and practical guide to key issues relevant for all boards aiming to improve their decision-making processes. There are many useful takeaways on how to increase the dynamics in the boardroom.”</p> <p>– <b>Olaug Svarva</b>, Chairwoman, DNB ASA (Norway); Chairwoman, Norfund; Board Member of Investinor and Institute of International Finance (IIF)</p> <p> </p> <p>“Thank you, Dr Cossin. Board members have needed this book for a long time. This work will assist board members to understand their responsibilities better.”</p> <p>– <b>H.E. Dr. Mohammed bin Hamad bin Saif Al Rumhy</b>, Minister of Oil and Gas, Sultanate of Oman; Chairman, Petroleum Development Oman; Chairman, OQ; Board Member, SGRF</p> <p> </p> <p>“Didier Cossin’s book explains how Governance can be a key factor for companies’ success. It’s a must-read for all board members!”</p> <p>– <b>Lorenzo Bini Smaghi</b>, Chairman, Société Générale; Board Member, TAGES Holding</p> <p> </p> <p>“Professor Cossin has got it spot on. His four-pillared ‘temple’ of board effectiveness is brought to life with the boardroom adventures of Joanne Marker. Indeed his construct has two outer buttresses that centre around people. Their quality, focus, dedication and also how they interact with each other dynamically to produce a governance culture of excellence. One hopes that right-minded and passionate directors or would-be directors will read this book and say ‘I want to be a John or Joanne Marker when I grow up!’”</p> <p>– <b>Teo Swee Lian</b>, Chairwoman, CapitaLand Mall Trust; Board Member of AIA, Singtel and Dubai Financial Services Authority<i>;</i> former Deputy Managing Director, Monetary Authority of Singapore</p>

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