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

Author: Donald B. Hathaway
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

Out of stock

Description
Contents

Details

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