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Chairs & Tables: Corporate Governance for Directors of Small-to Mid-sized Companies

Chairs & Tables Corporate Governance for Directors of Small-to Mid-sized Companies

  • Author:
  • Publisher: ISI Publications
  • ISBN: 9780978264550
  • Published In: June 2008
  • Format: Paperback , 272 pages
  • Jurisdiction: International ? Disclaimer:
    Countri(es) stated herein are used as reference only
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  • Description 
  • Contents 
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    In the past five years, corporate governance has taken the spotlight as the essential safeguard for shareholders in companies and stakeholders in not-for-profit entities. Author Donald B. Hathaway, FCMC, ICD.D., highlights the links between management and governance, and between the day-to-day leaders and the oversight of the board. This is essential reading for those responsible for managing or supporting a board. Don presents complex governance issues in a clear and comprehensive way, and includes a useful array of tips, anecdotes and ideas.

    In this his first book, Don sheds light on the governance issues faced by all companies and, in particular, those with limited means. Small- and mid-sized Canadian companies face all the demands of their larger counterparts, but without the same resources to work with. This book is dedicated to companies with $100 million or less in revenue, but the advice will strike a chord with every company and in many not-for-profit organizations too.

    A seasoned corporate director and a leading expert on Canadian corporate governance, Don Hathaway’s career spans over 20 years at executive levels. Having served and chaired numerous boards himself, Don has accumulated an extensive reserve of knowledge on Canadian small- and mid-sized business boards.

    Highly readable and peppered with personal wisdom and humour, Chairs and Tables balances substantial information with the invaluable lessons of experience. Don Hathaway will help small companies meet head on the issues of governance, compliance and disclosure in Canada, and his book will prove to be an invaluable resource for anyone navigating the world of corporate governance.

  • Chapter One: The Context of Corporate Governance

    The Legal Context
    Governance 101
    Where are We Going?

    Chapter Two: The Profile of a Corporate Director

    The Author’s View
    Prerequisite Competencies
    Core Competencies

    Chapter Three: The Duty of Care as Job One

    The Big Five
    Corporate Performance
    Strategic Oversight
    Resources
    Managing Risk
    Communications and Disclosure
    Board Mandates
    DOC as Good Management
    DOC as a Shield

    Chapter Four: Start with a Compass

    Making It Work
    Black Zone Issues
    Conflicts of Interest
    Entertainment, Gifts and Payments
    Humans being Humans
    Other Danger Zones
    A General Line of Defence
    Stay with the Compass

    Chapter Five: The Chair Wears Many Hats

    Setting the Tone
    Managing the Board
    Board Operations
    Meetings of the Board
    Herding the Cats
    Relating to the CEE Suite
    Supporting the CEO
    Of Phone Booths and Capes
    To Thine Own Self
    Bareheaded?

    Chapter Six: Advanced Carpentry — Building a Better Board

    Start with a Plan
    Finding Them; Recruiting Them
    The Competency Matrix
    Emulate the Recruiters
    Orientation
    Performance Management for the Board
    The Standing Committees of the Board
    The Audit and Disclosure Committee
    The Management, Resources and Compensation Committee
    The Governance and Nominations Committee
    Balancing the Work
    The Annual General Meeting (AGM)
    Finishing Touches

    Chapter Seven: Conundrums Faced

    Conundrum One: Public — or Private?
    The Arguments for Being Public
    Getting There
    The Private Side of the Coin
    Summing Up
    Stock-based Incentives: Addendum to Public versus Private
    Conundrum Two: A Secret is Something Only I Know — How to Talk to Analysts, the Media and Your Brother-in-law
    Conundrum Three: Best Practice — or Regulated Practice?
    Atlantis Systems Corp
    THe Toronto Stock Exchange
    Conundrum Four: The Misplaced Comma
    Summary
    Questions to Ask

    Chapter Eight: Special Relationships

    The Chair and the CEO: The Atlantis Systems Case
    Lessons Learned
    The Chief Finance Officer
    The External Auditor
    Corporate Counsel
    The Stock Exchanges
    The Regulators
    Canada
    The United States
    A Plea for Sanity

    Chapter Nine: Head In; Hands Out

    Starting from Scratch
    Summary
    Right from the Start
    Governance at NetFX

    Chapter Ten: The Director and the Law

    The Board and Civil Liability
    DOC and the Law
    What about SOX?
    The Oppression Remedy
    A Director’s Considerations
    The Bre-X Case
    Get Understanding
    Making it Happen
    Watch Your Back
    Director Education

    Chapter Eleven: Strategy in Small Packages

    A Short Test
    Strategy as Seen by a Director
    Major Choices
    A Conspiracy of Ignorance
    More Grey Zones
    A Strategic Summary

    Chapter Twelve: A Word from the Wise

    Answers to the Questionnaire
    A Summary

    Chapter Thirteen: And in Conclusion

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