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Governance Reimagined: Organizational Design, Risk, and Value Creation

Governance Reimagined Organizational Design, Risk, and Value Creation

  • Author:
  • Publisher: John Wiley & Sons
  • ISBN: 9780470598788
  • Published In: April 2012
  • Format: Hardback , 234 pages
  • Jurisdiction: International or US ? Disclaimer:
    Countri(es) stated herein are used as reference only
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    A timely guide for companies needing to grow equity and human capital after the recent economic turmoil. Written for leaders and students of for-profit, non-profit, political, and social organizations who are looking for a way to do their work more effectively.

    Most organizational leaders only partially understand the factors that affect the amount of value created by the activities of their organization and thus greatly under-deliver on the potential to achieve their objectives and serve their target audiences.

    Governance Reimagined has been written to fill in the missing pieces of this puzzle. It will help put your organization on the path toward re-governing, or redesigning how it works, to unlock its hidden value. Page by page, it will show you how to generate new and better processes and improve the value of those processes by altering the external perception of their risk.

    • Addresses various issues that affect corporate value, from management and systems theory to governance science, risk management, and traditional finance
    • Reveals how to recognize internal processes and external events that affect value creation
    • Highlights how to create resilient organizations that generate greater value from their processes

    Governance Reimagined offers corporate leaders a new way to think about value, and will help you understand some of the factors that destroy value within organizations, but most importantly how new value can be created and how missions can more ably be fulfilled.

    This is an important book for these dynamic economic times.

  • Acknowledgments xvii

    Introduction RE: Governing xix

    Sources of Wealth xx

    Perceptions Matter xxi

    Keep Doing What You Do . . . xxi

    And Keep Doing It Well! xxii

    PART ONE Creation and Evolution: The Source(s) of Wealth

    CHAPTER 1 Understanding Value, Values, and Value Creation 3

    How Much Is that Duck in the Window? 3

    Are We Acting on Our Beliefs? 7

    Economics and the Creation of Value 9

    Only One Equation, I Promise 11

    Notes 14

    CHAPTER 2 Systems and Networks in Our Lives 15

    Secret Agents 15

    Systems Theory 16

    Network Theory 19

    Notes 24

    CHAPTER 3 The Dynamics of Self-Organizing Groups 25

    From Small, Unconnected Beginnings 26

    Hops, Skips, Jumps, and Luck 28

    Risk, Success, and Failure 29

    The Game of Evolution 30

    The Meaning for Organizations 33

    Notes 34

    CHAPTER 4 The Emergence of Complexity Economics 35

    Two Schools in Conflict 35

    What’s Wrong with Traditional Economics? 36

    Building an Economy 39

    The Bounds of Rationality 41

    Not so Timely or Stable 42

    The Role of Networks, Evolution, and Social Interaction 44

    What’s Next? 45

    Notes 46

    PART TWO Looks Matter

    CHAPTER 5 The Enterprise and Those Who Influence Its Value 49

    Keystones, Value, and Systems 49

    The Organization’s Social Network 50

    Customers 51

    Investors 52

    Executive Leadership, Employees, and Contract Workers 52

    Board of Directors 53

    Suppliers 54

    Creditors 56

    Regulators 57

    Analysts 58

    Retirees 59

    Case Study: Iceland and the Credit Crisis 59

    How We Look Affects Our Value 60

    Notes 61

    CHAPTER 6 Our Human Behavior 63

    Voices in Behavioral Economics 64

    The Value of Utility 65

    You Decide 66

    What Are the Chances of That Happening? 67

    Run for the Hills 67

    Dragging an Anchor 68

    I Could Lose How Much? 68

    And Just When Would I Get That? 69

    Everywhere, Biases 70

    I Care about You 73

    Our Evolving Thoughts 74

    Notes 76

    CHAPTER 7 The Human Reaction to Risk 79

    The Perception of Risk 79

    Processing Risk 83

    Quantification as a Coping Mechanism 85

    Looking to the Experts 86

    Lessons for Governing our Organizations 87

    Notes 87

    CHAPTER 8 Social Amplification and Tipping Points 89

    At the Threshold 90

    Getting Tipsy 92

    Walking on Air 94

    Letting Out the Air 95

    The Social Amplification of Risk 95

    Case Study: The Madoff Affair 98

    Probability and Impact Are Not Enough 99

    The Real Impact 101

    Notes 102

    CHAPTER 9 The Role of Trust in Networks 103

    How Do I Trust Thee? Let Me Count the Ways . . . 104

    Embed with Trust 104

    Trust Me and Do as I Say 105

    If Only You’d Cooperate 108

    Does Our Relationship Need to Be This Complex? 109

    I Understand That You Need More Space 112

    How Can I Ever Trust You Again? 112

    Trust and the Potential of RiskManagement 114

    Trust and Value 114

    Notes 115

    PART THREE Not Everything Is Dead in the Long Run

    CHAPTER 10 Value Revisited 119

    A RandomWalk across Midtown 119

    Oh, the Possibilities 121

    What’s the Value of This Journey? 125

    Utility Functions 127

    Fat Tails, Utility, and Value 127

    Parallels to Organizational Life in Systems 128

    We’re Positively Skewed! 129

    Note 130

    CHAPTER 11 The Role of Resiliency in Creating Value 131

    Resilience 132

    Brittleness 132

    Single Points of Failure 132

    The Path of a Problem 134

    Threats to the System 137

    Loss Avoidance Revisited 139

    Becoming Resilient 140

    Notes 141

    CHAPTER 12 The Things That Motivate People 143

    What Motivates Our Behavior within Organizations? 144

    Do Incentives Even Work? 145

    Management by Objectives 146

    Darley’s Law 147

    Risk-Sensitive Foraging 150

    Free Externalities 151

    Management of the Commons 152

    Notes 152

    PART FOUR The King Is Dead

    CHAPTER 13 The Governance of Risk 157

    Risk and Risk Management 157

    The Profession of Risk Management 159

    Defending the Goal 161

    Problems in the Box 162

    A Regulation-Sized Goal? 164

    Stress Tests, Scenario Analysis, and ANTs 165

    Managing the Midfield 167

    Setting Up the Offense 168

    A Venture Capital View of the Organization 170

    A Portfolio View of the Enterprise 171

    Overall Governance of Our Organizations 174

    Notes 174

    CHAPTER 14 Networked and Distributive Governance 177

    The Role of the Board 178

    Principal-Agent Relationships 179

    Key Duties of Board Members 180

    The Carver Method 181

    Ends and Means 181

    Nested Policies 183

    Board-Chief Executive Relationship 184

    Extending the Model through Subsystems 186

    Bringing in the Network 187

    Corrupting Powers of a Unitary Board 188

    People in Our NetworkWho Care about Us 189

    Rolling It Out through the Organization 191

    The Impact of Governance and Transparency on Trust and Value 192

    The Integration of Networked and Distributive Models 193

    Summary 195

    Notes 195

    CHAPTER 15 Economic Governance 197

    Markets and/or Hierarchies 197

    Cities, Organisms, and Organizations 200

    Management of the Commons 202

    Risk Capital as Commons 205

    Bringing It Together 206

    Notes 206

    Conclusion: The Re-Governing Opportunity 209

    Glossary 211

    About the Author 219

    Index 221

  • DAVID R. KOENIG is the Chief Executive Officer of The Governance Fund Advisors, LLC, and the Chief Investment Officer of Ram Investment Advisors, LLC. He works to discover hidden value in companies based on their corporate governance. Koenig has a long history of work on governance and risk management, having served as the chair of the board of directors of the Professional Risk Managers' International Association (PRMIA) from 2002–2005; as the lead risk management executive at three companies; and as an entrepreneur, having successfully launched multiple for-profit and nonprofit organizations. In 2010, he was chosen as a winner of the inaugural Management Innovation eXchange's M-Prize competition for his idea—Risk Capital as Commons: Distributive and Networked Governance. In 2008, he was bestowed the Higher Standard Award by PRMIA, that organization's top honor. Koenig has also published numerous articles in popular and academic journals and is an editorial board member of both the International Journal of Services Sciences and the Journal of Risk Management in Financial Institutions. He has been a featured speaker at over seventy events on four continents.

  • “If there’s anything that’s long overdue for a little reimagination, it’s governance.  Not only does this book contain new ideas, it is a delightful read, full of analogies, metaphors, and linkages to common everyday situations.  I know I will refer to this book again and again.”

    —Don M. Chance, Ph.D., CFA, James C. Flores Endowed Chair of MBA Studies & Professor of Finance, Louisiana State University

    “David Koenig has always been on the vanguard of innovative ways to think and practice risk management. I have known David for over a decade and saw him make the link between environmental sustainability and corporate governance way ahead of his peers. Readers will greatly benefit from his “out-of-the box” and multi-disciplinary approach to how reimagined governance can help create value in these turbulent but exciting times.”

    —Richard Sandor, Chairman and CEO, Environmental Financial Products LLC and author, Good Derivatives: A Story of Financial and Environmental Innovation

    Governance Reimagined presents material about which I have thought long and reawakens memories of intellectual voyages in the past like Complexity Theory at the Santa Fe Institute. This is a well organized, presented and written book. The writing is exceptionally jargon free and user friendly. It should be a great success.”

    —Robert A. G. Monks, Lens Governance Advisors and author of Corporate Governance, Corporate Valuation for Portfolio Investment, The New Global Investors, Corpocracy, Capitalism Without Owners Will Fail, Power and Accountability, and The Emperor’s Nightingale

    “In the context of thinking that “the organization” is the most important innovation of mankind, writing a book titledGovernance Reimagined is quite ambitious. But, David Koenig has delivered!  I will recommend this book to friends and people I meet on my way.”

    "Governance Reimagined is an insightful exploration into the design, practice and underpinnings of how organizations best use and manage risk in this post-financial crisis period. The book begins and maintains a focus throughout, just where it should: on the motivations and drivers of people, and groups of people, making risk/reward decisions big and small.  It is a book that will benefit anyone involved with designing or managing an organization, no matter what the focus of that enterprise."

    — Michael A.M. Keehner, Columbia Business School Adjunct Professor, Board Member Oppenheimer Holdings

    “A fast-paced, informative, witty and eminently readable guide.  Governance Reimagined provides an excellent road map for creating organizations that use larger, freer collaborations to transform how we think about our work and about the value we give and get from each other – a way to better fulfill your mission and unlock the full value of your organization.   Anyone building or managing a for-profit, charitable, political or even social organization will benefit from David’s perspective on governance.”

    — Jean Hinrichs, former Chief Risk Officer, Barclays Global Investors and Lecturer, Haas School of Business, UC Berkeley

    “David Koenig provides a fresh call to action in this comprehensive and stimulating discussion of organizational design and risk governance.  His enthusiasm and straightforward style makes the wide-ranging illustrations drawn from economics, complexity science, behavioural finance, systems and network theory both easily accessible and stimulating as a different way to think about governance.  A thoughtful work for those involved in leading and managing organizations in today’s world.”

    —Ruth M. Whaley, Member, Board of Directors, Nuclear Electric Insurance Limited, Principal, Barset Consulting LLC

    "David Koenig has masterfully broken down the complex components of governance and risk and challenges us to rethink our governance framework.  This excellent book dares to break old governance models and re-govern with flexibility, and inclusivity, while bringing empowerment to all stakeholders."

    — Jennifer R. Sawyer, Principal, Rebound Enterprises and Sustainer President, Junior League of Minneapolis

    "There are two sides to this book that make it extremely valuable. First, the book presents enlightening examples that illustrate the nature of risk which are unmatched by technical texts. Second, it addresses the major issue of governance in its relation to risk - unlike many of the classic texts that debate governance without a focus on this critical relationship - most notably in financial firms. The variety of approaches taken by David makes the book immediately relevant - once you start reading, you cannot stop until reading the end. Professionals will immediately absorb the substance. Academics will find the variety of approaches and the examples unique. Students will gain a new perspective on governance and risk. This is a bright text that readers will highly appreciate."

    —Joel Bessis, Professor of Finance, HEC Paris and author, Risk Management in Banking

    “David Koenig is equally at home explaining what subtle factors drive you to buy an apple, for example, as why complex organizations can break without warning. What’s amazing, however, is how he weaves common sense with thorough academic knowledge to create a rich fabric that will enable readers to use governance for what it was intended: Creating value.”

    — Jon Lukomnik, Managing Partner, Sinclair Capital, Executive Director, IRRC Institute, past Deputy Comptroller, City of New York, and Co-author, The New Capitalists

    "This is an excellent book -- David Koenig has presented some very important and complex ideas in a simple manner and is a must read for board members and managements.  The ideas of networked and distributed governance, along with the management of risk capital as commons are very powerful.  These ideas are important for corporations, governments and non-profits that must be accountable for profits, people and the planet and be more sustainable.  The current crisis has exposed weaknesses in governance that need to be fixed, so this book comes at a very important time, not in a negative sense but in a positive, forward looking manner. "

    —Saurabh Narain, Chief Executive, National Community Investment Fund

    “Governance Reimagined is brilliantly simple to understand.  The relevance to today’s corporate boards and C-suite executives who have gone through the worst period of economic turmoil in nearly a century jumps out at the reader in every chapter. The author’s risk management background, combined with a philosopher/psychologist’s eye for understanding how human’s operating in clusters and individually make decisions sets this book apart from all other economic, finance and risk management books. Every board member and CEO who worried over unfathomable explanations of what can or did go wrong in an organization needs to read this book.”

    —Allan M. Grody, President, Financial InterGroup Holdings Ltd, founder and retired Partner-in-charge of Coopers & Lybrand’s Financial Services Consulting Practice;  adjunct  professor New York University Stern Graduate Business School; Editorial Board Member, Journal of Risk Management in Financial Institutions

    “David Koenig lives and breathes governance and in this book he presents valuable perspectives along with contemporary examples that illuminate his innovations. The book is full of great citations and current situations spice up every chapter. He connects the entire governance social network, including potentially conflicting groups, and demonstrates how establishing appropriate missions and values complemented by diversity, a collaborative open culture and transparent governance process will improve chances for healthy long term success and increased enterprise value. Governance Reimagined is a great read that does not disappoint. It should be required reading for senior corporate management and boards. “

    —Mark C. Abbott, PRM, Managing Director, Head of Quantitative Risk Management, Guardian Life & President, Buy Side Risk Managers Forum

    "Governance Reimagined is brilliantly simple to understand.  The relevance to today’s corporate boards and C-suite executives who have gone through the worst period of economic turmoil in nearly a century jumps out at the reader in every chapter. The author’s risk management background, combined with a philosopher/psychologist’s eye for understanding how human’s operating in clusters and individually make decisions sets this book apart from all other economic, finance and risk management books. Every board member and CEO who worried over unfathomable explanations of what can or did go wrong in an organization needs to read this book."
    Allan M. Grody, President, Financial InterGroup Holdings Ltd, founder and retired Partner-in-charge of Coopers & Lybrand’s (now PwC’s) Financial Services Consulting Practice; adjunct professor New York University Stern Graduate Business School; Editorial Board Member, Journal of Risk Management in Financial Institutions

    “David Koenig lives and breathes governance and in this book he presents valuable perspectives along with contemporary examples that illuminate his innovations. The book is full of great citations and current situations spice up every chapter. He connects the entire governance social network, including potentially conflicting groups, and demonstrates how establishing appropriate missions and values complemented by diversity, a collaborative open culture and transparent governance process will improve chances for healthy long term success and increased enterprise value. Governance Reimagined is a great read that does not disappoint. It should be required reading for senior corporate management and boards.“
     Mark C. Abbott, PRM, Managing Director, Head of Quantitative Risk Management, Guardian Life & President, Buy Side Risk Managers Forum

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