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Didier Cossin. High Performance Boards
Table of Contents
List of Tables
List of Illustrations
Guide
Pages
High Performance Boards. A PRACTICAL GUIDE TO IMPROVING AND ENERGISING YOUR GOVERNANCE
About the Author
Acknowledgements
Preface
PART I The Four Pillars of Board Effectiveness. Joanne Marker and Board Service
CHAPTER 1 The Four Pillars of Board Effectiveness
The First Pillar: People Quality, Focus, and Dedication
The Second Pillar: Information Architecture
The Third Pillar: Structures and Processes
The Fourth Pillar: Group Dynamics and Board Culture
CHAPTER 2 Governance Challenges around the World
Scientific Lessons from Natural Selection
What is Transformational Leadership?
Should We Trust Leaders?
The Governance DNA
Notes
CHAPTER 3 The Successful Director: Values and Character
Duty of Care
Duty of Loyalty
Integrity: A Key Characteristic of Board Directors
Note
CHAPTER 4 The First Pillar: People Quality, Focus, and Dedication
Quality
Case study: The Toshiba Accounting Scandal
Focus
Dedication
Notes
CHAPTER 5 The Second Pillar: Information Architecture
How Complete is Your Information?
CHAPTER 6 Board Structures and Processes
Processes
Committee Structure
Board Secretary
Lead Director or Vice Chair
Notes
CHAPTER 7 Group Dynamics and Board Culture
Understanding Group Dynamics
Coalitions Within a Board Are Inevitable – and they Feed into Politics
Ecobank Transnational
Boards Fall into Traps3
Drawing Strength from the Board's Potential
Developing Self-Awareness
Cognitive Biases: Groupthink
Reintroducing productive interpersonal dynamics into the boardroom
Board Culture
Summary table to Part I: The four pillars of board effectiveness toolkit
Notes
CHAPTER 8 Four Areas of Board Failure
CHAPTER 9 Risks and Ensuring the Right Board Risk-Philosophy
Note
CHAPTER 10 A Board Member's Practical Guide to Risk Thinking
The Physical Health Check: Technical Risks
Identify your Risks
Assess your Risks
Manage your Risks
Structure your Risks
The Mental Health Check: Behaviours
The Strategic Risk Check
Typical Strategies
Strategic Risk Assessment
The Governance Risk Check
Note
CHAPTER 11 Elements of Advanced Risk Techniques for Board Members: From Quants to Cyber
The Why and How of Quantitative Risk Assessment for Boards
Classical Quantitative Techniques
Hard-to-quantify risks
Integration of Risks
The Outcome of Risk Assessment
Cyber Risk
Notes
CHAPTER 12 Crisis Management
Crisis as a Turning Point
There is Work to Be Done In Peaceful Times
Communication Principles
Another Powerful Weapon: Gathering Information
A Crisis Will Shed Light On Boardroom Fissures
Procedure vs. Authenticity
Communicate Your Way to Rebuilding Trust
Notes
CHAPTER 13 The Four Tiers of Conflicts of Interest1
Tier-I Conflicts: Individual Directors vs. Company
Tier-II Conflicts: Directors vs. Stakeholders
The Institutional Loyalty of Board Directors
The Influence of Domineering Board Members on Others
Board Directors Organised as a Self-Interested Stakeholder Group
Tier-III Conflicts: Stakeholders vs. Other Stakeholders
Conflicts of Interest Between Stakeholders and the Company
Conflicts of Interest Between Different Classes of Stakeholders
Conflicts of Interest within a Group of Stakeholders
Tier-IV Conflicts: Company vs. Society
Notes
CHAPTER 14 High-Level Fraud and Active Board Oversight
Why Does High-Level Fraud Happen?
Injustice
Lax Oversight
Problematic Culture
Financial Illiteracy
How to Create an Effective Oversight Environment
Preventing Injustice: Broaden the Notion of Conflict of Interest
Preventing Lax Oversight: Build Appropriate Frameworks
Preventing Toxic Behaviours: Create a Positive Culture
Strengthen Board Oversight Expertise with Special Focus on Legal, Compliance, Risk, Fraud, and Financial Reporting
Tools For Anti-Fraud Activities: Assessment, Prevention, Detection, and Investigation
Assessment
Prevention
Detection
Investigation
Notes
CHAPTER 15 The Board as a Strategic Asset1
Five Definitions of Strategy
Clarifying the Board's Role
Taking Context into the Mapping Process
The Impact of Context on Strategic Views and Roles of the Board
The Board's Ultimate Strategic Significance
Notes
CHAPTER 16 A Primer on Finance Essentials for Directors
Reading Financial Reports
Understanding Ratios to Analyse Operating Strategies
Interpreting Between the Lines of Financial Statements
How to Identify Red Flags in Financial Statements
Implementing Desired Capital Structure
Understanding Valuation Fundamentals
Estimating Cash Flows
Cost of capital, or weighted average cost of capital (WACC)
Example
NPV, the Net Present Value
Real Options
Market Multiples
Making Better M&A Decisions1
What Do We Know About M&As Through Empirical Studies?
Overseeing Risk2
Notes
Joanne Marker and Board Values at Comfre
CHAPTER 17 Board Leadership and Values
Quality Boards Live and Breathe Integrity
Which and Whose Values?
Board Values vs. Organisational Values
Family Values in Business
Note
CHAPTER 18 The Intricacies of Subsidiary/Holding Governance
Structures
Culture
CHAPTER 19 Fostering Entrepreneurship from the Board1
‘Best Practice’ Governance vs. Entrepreneurship
Boards Should Actively Encourage Entrepreneurship
Innovativeness and Autonomy
Passion and Risk-Taking
Notes
CHAPTER 20 The Board's Oversight Framework for M&As1
Creating a Deal-Making Mindset
Seeing the Bigger Picture
Staging Deals with Maximum Precision
Strategy Fit Review
Risk Analysis
Due Diligence
Deal Structure and Pricing
Integration
Post-Integration Analysis
Confronting Litigation Involving M&As
Conflicts of Interest
Lack of Disclosure
Hostile and Friendly Takeover
Pre-acquisition Mismanagement
Post-acquisition Mismanagement
Notes
Joanne Marker Confronts Failing Board Culture
CHAPTER 21 The Chair–CEO Relationship
The Role of the Chair
The Role of the CEO
Chairs are Increasingly Active
Chair–CEO Dynamics – the Hallmarks of a Productive Relationship
Tests of the Chair–CEO Relationship
Case: Boardroom Tension with Employee
The Ideal Attributes of a Chair
CHAPTER 22 The Board–Management Relationship
Supervision
Support
Blurring the Board–Management Relationship
Writing Governance Codes Is Easier Than Changing Behaviours
Note
CHAPTER 23 Effective Diversity. Diversity is Good … But Why; and When?
Diversity as a Considered Choice
Gender
Culture
Personality
Age
Social Background
We Have Embraced Diversity … Now What?
ESG Measures for Investment
The Chair's Role in Building and Nurturing Diversity
Notes
CHAPTER 24 The Talent Pipeline
The Board's Responsibility for Talent Management
From Succession Plans to Transitioning Leaders, Boards Have a Role to Play
The New Talent Dynamic: Culture, Values, Community
Board-like Roles as Preparation for Board Membership
Notes
CHAPTER 25 Boards and Social Media1
JP Morgan's Failed Foray into Twitter Q&A
Why Boards Should Understand Social Media
Mozilla's Failure to Engage
What Boards Should Do
Getting It Right: Directors Don't Post, They Listen!
Ask Questions
Occupy the Space
Notes
CHAPTER 26 Boards and Investors
Information Design and Capital Raising: Crowdfunding
Types of investors:
Investors differ by:
The Move toward Increasing Shareholder Engagement
Note
CHAPTER 27 Managing Stakeholders
Lafarge and its Post-Tsunami Efforts in Aceh, Indonesia1
Shareholders vs. Stakeholders: A Definition
How to Identify a Company's Key Stakeholders
The Board Can Be Instrumental in Shaping the CEO–Stakeholders Conversation
Anticipating Stakeholders' Influence and Impact
Disney English: A Game-Changing Approach to Chinese Stakeholders
Notes
CHAPTER 28 Stewardship from the Board
Building Upon a Rich Cross-Disciplinary Legacy of Thought
Psychological, Organisational, and Cultural Influences on Stewardship
Steward Leaders Build on their Unique Strengths to Drive Stewardship
Steward Leaders Deliver Long-Lasting, Meaningful, and Inclusive Impact
The Stewardship Landscape
Becoming a Steward Leader: What it Takes
Stewardship Risks
Boards Are Key to Fostering Stewardship
Note
Conclusion
Index
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