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The Handbook of Board Governance: A Comprehensive Guide for Public, Private, and Not-for-Profit Board Members, 2nd Edition

The Handbook of Board Governance: A Comprehensive Guide for Public, Private, and Not-for-Profit Board Members, 2nd Edition

  • 作者:
  • 出版商: John Wiley & Sons
  • ISBN: 9781119537168
  • 出版时间 April 2020
  • 规格: Hardback , 1472 pages
  • 适应领域: International ? 免责申明:
    Countri(es) stated herein are used as reference only

List Price: ¥697.50

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  • 描述 
  • 大纲 
  • 作者 
  • 详细

    The revised new edition of the must-read guide for executives—provides comprehensive coverage of topics in corporate governance by leading subject-matter experts

    The Handbook of Board Governance is the marketing-leading text on public, nonprofit, and private board governance. Providing comprehensive, in-depth coverage, this unique text represents a collaboration of internationally-recognized academics and prominent organization directors, executives, managers, and advisors. Contributors include Ariel Fromer Babcock, Robert Eccles, Alice Korngold, Ellie Mulholland, Michael Useem, Elizabeth Valentine and John Zinkin. Practical, expert guidance enables readers to understand value creation and the strategic role of the board, risk governance and oversight, audit and compensation committee effectiveness, CEO succession planning, and other diverse board duties and responsibilities.

    Now in its second edition, the Handbook offers substantial updates and revisions reflecting contemporary trends, practices, and developments in board governance. New content includes discussions of pressing issues related to climate change, examination of information technology and cybersecurity challenges, and recent tax legislation that will impact executive compensation. Editor Dr. Richard Leblanc—an award-winning teacher, professor, lawyer, management consultant, and specialist on boards of directors—integrates practical experience and academic rigor to assist readers:

    • Build and strengthen engaged and collaborative leadership in the boardroom
    • Recognize the role and responsibilities of a well-functioning governing board
    • Risk governance, assurance, and the duties of directors
    • Keep pace with new trends in board governance and shareholder responsibility
    • Measure performance and align performance measurement to executive pay
    • Understand information technology governance, sustainability governance, and the different forms of governance

    Highly relevant to board and committee members regardless of sector or industry, The Handbook of Board Governance, 2nd Edition is an invaluable source of knowledge on all aspects of corporate and organization governance.

  • Foreword by John F. Bankes li

    Preface liii

    About the Editor lvii

    1 The Handbook of Board Governance: An Introduction and Overview 1
    Richard Leblanc

    I The Board’s First Responsibility: The Right CEO 43

    2 CEO Succession Planning Trends and Forecast 45
    Gary Larkin

    3 CEO Succession Planning 58
    David F. Larcker and Brian Tayan

    4 CEO Succession: Lessons from the Trenches for Directors 77
    Mark B. Nadler

    Appendix 1 Model CEO Succession Planning Charter 98
    Richard Leblanc

    Appendix 2 Model CEO Position Description 105
    Richard Leblanc

    II The Board’s Second Responsibility: The Right Board Chair 111

    5 The Nonexecutive Chairman: Toward a Shareholder Value Maximization Role 113
    Henry D. Wolfe

    6 Great Boards Don’t Exist Without Great Chairs 148
    Elizabeth Watson and Heather Kelsall

    7 What’s in a Name? The Lead Director Role at U.S. Public Companies 164
    Richard Fields and Anthony Goodman

    Appendix 3 Model Board Chair Position Description 192
    Richard Leblanc

    III Who is at the Board Table? Board Composition, Dynamics, and Decision-Making 197

    8 Director Independence, Competency, and Behavior 199
    Richard Leblanc

    9 Board Behaviors: How Women Directors Influence Decision Outcomes 233
    Dr. Mary Halton

    10 The State of Gender Diversity in Boardrooms 253
    Dr. Nancy Gianni Herbert

    11 Every Seat Matters 269
    Annie Tobias and Lina Pallotta

    12 The Art of Asking Questions as a Director 283
    J. Lyn McDonell

    13 Board Succession, Evaluation, and Recruitment: A Global Perspective 301
    Jakob Stengel

    Appendix 4 Model Individual Director Position Description 319
    Richard Leblanc

    Appendix 5 Model Conflict of Interest Policy for Directors 323
    Richard Leblanc

    IV The Work of the Board 333

    A. Climate governance 333

    14 Climate Change and Directors’ Duties: Closing the Gap Between Legal Obligation and Enforcement Practice 335
    Ellie Mulholland, Sarah Barker, Cynthia Williams, and Robert G. Eccles

    15 Board Oversight and Climate Change: What Directors Need to Know 369
    Patricia A. Koval

    16 Responsible Boards for a Sustainable Future 398
    Dr. Yilmaz Argüden

    17 Corporate Governance to Advance Business and Society 434
    Alice Korngold

    B. Technology Governance 467

    18 Technology and the Corporate Board 2020 and Beyond 469
    Dr. Gary L. Evans

    19 Responsive Governance in a Digital World: The Need to Up-Skill 492
    Dr. Elizabeth Valentine, Dr. Steven De Haes, and Dr. Anant Joshi

    20 The Impact of Blockchain Technology for Corporate Governance 526
    Jack J. Bensimon

    21 Blockchain: An Introduction for Boards of Directors 556
    Dr. Elizabeth Valentine, Dr. Greg Timbrell, Lachlan Feeney, and Dr. John Puttick

    22 Reflections of a Board Chair on the Christchurch Massacre: Governing Social Media 578
    Drew Stein

    C. Risk and Financial Governance 595

    23 Financial Literacy and Audit Committees: A Primer for Directors and Audit Committee Members 597
    Jason Masters

    24 Corporate Governance in an Age of Populism 624
    John Zinkin

    25 A Call to Action for Geopolitical Governance 641
    Sean West and Rohitesh Dhawan

    26 Governing Boards, Risk Management, and Deliberative Thinking 655
    Michael Useem

    27 Lawyers’ Advice to Directors on Overseeing Executive Pay 672
    Howard Levitt and Allyson Lee

    28 Accountant’s Advice to Company Directors: Directors’ Obligations to Detect Top-10 Frauds 687
    Dr. L. S. (Al) Rosen

    29 Ten Tell-Tale Signs ofPossible Fraud: A Director’s Primer 704
    James Hunter

    30 100 Questions Directors Should Ask When Assessing the Effectiveness of Risk Systems 713
    F. Edward “Ted” Price

    31 Risk Oversight for Directors: A Practical Guide 719
    Stephen J. Mallory

    32 Risk Governance: Leading Practice and Demographic Impacts 739
    Ingrid Robinson

    D. Strategic Governance 759

    33 Agile Governance 761
    Scott Koerwer and Joseph Perfetti

    34 The Three Dilemmas for Creating a Long-Term Board 786
    Ariel Fromer Babcock, Robert G. Eccles, and Sarah Keohane Williamson

    35 Strategic Blindspots in the Boardroom 815
    Estelle Métayer

    E. Human Capital and Compensation Governance 839

    36 Winter is Coming: The Approaching Human Capital Management Storm 841
    Solange Charas and Michael Young

    37 The Effective Compensation Committee 861
    Steven Hall and Steven Hall Jr

    38 Compensation Governance and Performance-Based Executive Compensation 889
    Paul Gryglewicz

    39 Measuring and Improving Pay for Performance: Board Oversight of Executive Pay 906
    Stephen F. O’Byrne

    40 Designing Performance for Long-Term Value: Aligning Business Strategy, Management Structure, and Incentive Design 930
    Mark Van Clieaf

    41 Mind the Gap: How Human Resources Can Become More Integral to the Corporate Boardroom Agenda 953
    Jay A. Conger and Edward E. Lawler III

    F. Legal and Governance Responsibilities of Directors 967

    42 Board Risk and Responsibility Under Regulatory and Criminal Law 969
    Norm Keith

    43 Riding Between Cars: The Position of the Corporate Secretary 987
    Douglas K. Chia

    44 Ensuring Good Governance and Business Success in International Subsidiaries 1004
    Thomas C. Sears

    V Shareholder Engagement and Board Accountability 1021

    45 The Rise of Investor Stewardship 1023
    Stephen Davis

    46 Director/Shareholder Meetings 1049
    Stephen Erlichman

    47 Dual-Class Share Firms in Developed Market Economies 1066
    Anita I. Anand

    48 For Directors: The Long-Term Relationship Between Directors, Companies, and Institutional Investors 1088
    Carol Nolan Drake

    49 Proxy Scorecards Will Empower Investors 1111
    James McRitchie

    VI Not-For-Profit Governance 1127

    50 Charitable and Not-for-Profit Organization Governance 1129
    Donald J. Bourgeois

    51 The Best of Boards, the Worst of Boards: The Not-for-Profit Experience 1145
    Adam Quinton

    52 Fundraising Best Practices for Not-for-Profit Boards of Directors 1164
    Stephanie Cory

    VII Small and Medium Company Governance 1179

    53 Governance of Small and Medium-Sized Entities 1181
    Jo Iwasaki

    54 Private Versus Public Company Governance: Top-13 Questions for Board Members to Consider 1197
    Carol Nolan Drake and Sally J. Curley

    55 Cannabis Governance: Advice for Current and Prospective Directors in This Emerging Industry 1220
    Steve Chan

    VIII Global Corporate Governance 1229

    56 Cross-Border Corporate Governance 1231
    Hari Panday

    57 Corporate Governance in Asia-Pacific 1260
    John Zinkin

    58 Boards of Directors of Chinese Companies 1287
    David H. Zhu, Wei’An Li, and Yaowei Zhang

    59 The Russian Corporate Governance Story 1316
    Alexander A. Filatov

    60 CARICOM (Caribbean Community) Governance 1333
    Ronaele Dathorne-Bayrd

    61 King IV: Taking Corporate Governance to the Next Level 1343
    Parmi Natesan and Dr. Prieur Du Plessis

    Index 1363

  • RICHARD LEBLANC, PHD, is an award-winning teacher, professor, lawyer, management consultant, and specialist on boards of directors. He teaches corporate governance in the Master of Financial Accountability Program at York University, and at Harvard University. He is a frequent speaker and webinar presenter to corporations and organizations such as The Directors College, the Ontario Hospital Association, the Chartered Professional Accountants of Ontario, and others in the United States, Europe, and Canada. He heads Boardexpert.com Inc., a board consultancy practice, advising boards of directors and individual directors. He blogs regularly for his LinkedIn Group, Boards & Advisors, and is often quoted or a guest in the media.

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