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High Performance Boards: Improving and Energizing your Governance

High Performance Boards: Improving and Energizing your Governance

  • Author:
  • Publisher: John Wiley & Sons
  • ISBN: 9781119615651
  • Published In: May 2020
  • Format: Hardback , 344 pages
  • Jurisdiction: International ? Disclaimer:
    Countri(es) stated herein are used as reference only

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    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.

  • About the Author xvii

    Acknowledgements xix

    Preface xxi

    Part I: The Four Pillars of Board Effectiveness 1

    Joanne Marker and Board Service 3

    Chapter 1 The Four Pillars of Board Effectiveness 9

    The First Pillar: People Quality, Focus, and Dedication 11

    The Second Pillar: Information Architecture 14

    The Third Pillar: Structures and Processes 15

    The Fourth Pillar: Group Dynamics and Board Culture 17

    Chapter 2 Governance Challenges around the World 20

    Scientific Lessons from Natural Selection 22

    What is Transformational Leadership? 23

    Should We Trust Leaders? 24

    The Governance DNA 26

    Chapter 3 The Successful Director: Values and Character 28

    Duty of Care 30

    Duty of Loyalty 32

    Integrity: A Key Characteristic of Board Directors 32

    Chapter 4 The First Pillar: People Quality, Focus, and Dedication 35

    Quality 35

    Focus 38

    Dedication 41

    Chapter 5 The Second Pillar: Information Architecture 45

    How Complete is Your Information? 46

    Chapter 6 Board Structures and Processes 50

    Processes 51

    Committee Structure 52

    Board Secretary 53

    Lead Director or Vice Chair 55

    Chapter 7 Group Dynamics and Board Culture 56

    Understanding Group Dynamics 57

    Coalitions Within a Board Are Inevitable – and they Feed into Politics 60

    Boards Fall into Traps 63

    Drawing Strength from the Board’s Potential 66

    Developing Self-Awareness 67

    Board Culture 69

    Part II: Board Failures and Challenges 77

    Chapter 8 Four Areas of Board Failure 79

    Chapter 9 Risks and Ensuring the Right Board Risk-Philosophy 82

    Chapter 10 A Board Member’s Practical Guide to Risk Thinking 85

    The Physical Health Check: Technical Risks 86

    The Mental Health Check: Behaviours 89

    The Strategic Risk Check 93

    The Governance Risk Check 94

    Chapter 11 Elements of Advanced Risk Techniques for Board Members: From Quants to Cyber 97

    The Why and How of Quantitative Risk Assessment for Boards 98

    Integration of Risks 101

    The Outcome of Risk Assessment 102

    Cyber Risk 104

    Chapter 12 Crisis Management 107

    Crisis as a Turning Point 110

    There is Work to Be Done In Peaceful Times 111

    Communication Principles 111

    Another Powerful Weapon: Gathering Information 113

    A Crisis Will Shed Light On Boardroom Fissures 115

    Procedure vs. Authenticity 117

    Communicate Your Way to Rebuilding Trust 118

    Chapter 13 The Four Tiers of Conflicts of Interest 120

    Tier-I Conflicts: Individual Directors vs. Company 122

    Tier-II Conflicts: Directors vs. Stakeholders 124

    Tier-III Conflicts: Stakeholders vs. Other Stakeholders 131

    Conflicts of Interest within a Group of Stakeholders 135

    Tier-IV Conflicts: Company vs. Society 136

    Chapter 14 High-Level Fraud and Active Board Oversight 141

    Why Does High-Level Fraud Happen? 143

    Injustice 147

    Lax Oversight 148

    Problematic Culture 149

    Financial Illiteracy 151

    How to Create an Effective Oversight Environment 152

    Preventing Injustice: Broaden the Notion of Conflict of Interest 152

    Preventing Lax Oversight: Build Appropriate Frameworks 153

    Preventing Toxic Behaviours: Create a Positive Culture 156

    Strengthen Board Oversight Expertise with Special Focus on Legal, Compliance, Risk, Fraud, and Financial Reporting 159

    Tools For Anti-Fraud Activities: Assessment, Prevention, Detection, and Investigation 160

    Assessment 161

    Prevention 161

    Detection 161

    Investigation 162

    Part III: Board Best Practices 165

    Chapter 15 The Board as a Strategic Asset 167

    Five Definitions of Strategy 168

    Clarifying the Board’s Role 171

    Taking Context into the Mapping Process 174

    The Impact of Context on Strategic Views and Roles of the Board 175

    The Board’s Ultimate Strategic Significance 176

    Chapter 16 A Primer on Finance Essentials for Directors 177

    Reading Financial Reports 178

    Understanding Ratios to Analyse Operating Strategies 179

    Interpreting Between the Lines of Financial Statements 181

    How to Identify Red Flags in Financial Statements 182

    Implementing Desired Capital Structure 184

    Understanding Valuation Fundamentals 185

    Making Better M&A Decisions 187

    Overseeing Risk 189

    Joanne Marker and Board Values at Comfre 193

    Chapter 17 Board Leadership and Values 197

    Quality Boards Live and Breathe Integrity 198

    Which and Whose Values? 199

    Board Values vs. Organisational Values 202

    Family Values in Business 203

    Chapter 18 The Intricacies of Subsidiary/Holding Governance 204

    Structures 206

    Culture 208

    Chapter 19 Fostering Entrepreneurship from the Board 210

    ‘Best Practice’ Governance vs. Entrepreneurship 211

    Boards Should Actively Encourage Entrepreneurship 212

    Chapter 20 The Board’s Oversight Framework for M&As 217

    Creating a Deal-Making Mindset 218

    Seeing the Bigger Picture 220

    Staging Deals with Maximum Precision 220

    Integration 225

    Confronting Litigation Involving M&As 226

    Joanne Marker Confronts Failing Board Culture 229

    Chapter 21 The Chair–CEO Relationship 233

    The Role of the Chair 233

    Chairs are Increasingly Active 237

    Chair–CEO Dynamics – the Hallmarks of a Productive Relationship 238

    Tests of the Chair–CEO Relationship 240

    The Ideal Attributes of a Chair 242

    Chapter 22 The Board–Management Relationship 244

    Supervision 244

    Support 246

    Blurring the Board–Management Relationship 247

    Writing Governance Codes is Easier Than Changing Behaviours 248

    Chapter 23 Effective Diversity 251

    Diversity is Good . . . But Why; and When? 251

    Diversity as a Considered Choice 252

    Gender 253

    Culture 255

    Personality 256

    Age 257

    Social Background 259

    We Have Embraced Diversity . . . Now What? 260

    The Chair’s Role in Building and Nurturing Diversity 262

    Chapter 24 The Talent Pipeline 265

    The Board’s Responsibility for Talent Management 265

    The New Talent Dynamic: Culture, Values, Community 268

    Chapter 25 Boards and Social Media 272

    JP Morgan’s Failed Foray into Twitter Q&A 273

    Why Boards Should Understand Social Media 274

    What Boards Should Do 276

    Chapter 26 Boards and Investors 279

    The Move toward Increasing Shareholder Engagement 281

    Chapter 27 Managing Stakeholders 283

    Shareholders vs. Stakeholders: A Definition 284

    How to Identify a Company’s Key Stakeholders 285

    The Board Can Be Instrumental in Shaping the CEO–Stakeholders Conversation 285

    Anticipating Stakeholders’ Influence and Impact 286

    Chapter 28 Stewardship from the Board 289

    Building Upon a Rich Cross-Disciplinary Legacy of Thought 291

    Psychological, Organisational, and Cultural Influences on Stewardship 291

    Steward Leaders Build on their Unique Strengths to Drive Stewardship 292

    Steward Leaders Deliver Long-Lasting, Meaningful, and Inclusive Impact 293

    Becoming a Steward Leader: What it Takes 295

    Stewardship Risks 297

    Boards Are Key to Fostering Stewardship 297

    Conclusion 299

    Index 301

  • DIDIER COSSIN 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 Inspiring Stewardship, book chapters (such as Governance Risk: A Guide for Investors) and many articles in the fields of governance, investments, risks and stewardship, several of which have obtained citations of excellence or other awards.

    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.

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