All corporate entities, from the largest multinational conglomerate to the smallest tennis club, need effective governance. Some features of corporate governance are basic, common to all corporate entities: every governing body needs to think strategically and set policies to supervise ongoing management activities to ensure the entity is financially viable and is achieving its objectives.
Every corporate entity has a governing body, whether it is called a board of directors, a committee, a council, or anything else. Many people, when appointed to the governing body of an organisation, have little idea of what to expect and what is expected of them. Even those with board-level experience find that the culture and leadership style of other governing bodies differ. The aim of this book is to help them understand and improve their contribution to the organisation and governing body they serve. The book is a simple guide to the work of every board member.
Each chapter concludes with a worksheet, which enables readers to apply the ideas in that chapter to their own organisation. On completing the book, readers will have a detailed analysis of the governance of their own organisation.
Effective governance improves performance and ensures long-term success. This book offers a straightforward guide to the fundamental work of governing bodies and the people who serve on them.
Author(s): Bob Tricker
Publisher: CRC Press
Year: 2022
Language: English
Pages: 112
City: Boca Raton
Cover
Half Title
Title Page
Copyright Page
Dedication
Table of Contents
Acknowledgements
Prologue
How to Benefit from This Book
The Background to This Book
Notes
Chapter 1: All Corporate Entities Need Corporate Governance
The Constitution
The Legal Context
Defining Corporate Governance
The Members
The Governing Body
Governance and Management
Executive and Non-Executive Directors
The Workbook
Corporate Governance Workbook
Worksheet #1
Chapter 2: Board Structure and Board Members
Directors: Executive and Non-Executive
Executive Directors
Independent Non-Executive, Outside Directors
Connected Non-Executive, Outside Directors
Five Alternative Board Structures
The All-Executive Board
The Majority Executive Board
The Minority Non-Executive Board
The All-Non-Executive Board
The Two-Tier Board
Board Size
Director Qualities and Characteristics
The Balanced Board
Corporate Governance Workbook
Worksheet #2
Chapter 3: The Role of the Board
What Do Boards Do?
Strategy Formulation
Policy-Making
Executive Supervision
Accountability
Performance and Conformance Roles
Allocating the Board’s Time
Board and Management Relations
Corporate Governance Workbook
Worksheet #3
Chapter 4: The Corporate Entity and Society
The Scope of Corporate Governance
Contractual Stakeholders
Employees
Suppliers of Goods and Services
Firms in the Supply Chain
Firms in the Delivery Chain
Customers and Consumers
Financial Stakeholders
Lenders and Other Sources of Non-Equity Funds
Stock Markets and Financial Institutions
Creditors
Non-Contractual Stakeholders
Competitors
Local Communities
National and International Communities Where the Entity Operates
The Environment, Carbon Emissions, and Sustainability
Auditors and Corporate Regulators
Independent Outside Auditors
Corporate Regulators
Corporate Governance Workbook
Worksheet #4
Chapter 5: Board Culture and the Challenge of the Chair
On Board Culture
Characteristics of Board Culture
Board Leadership
Board Size
Board Structure
Board Members – Personal Characteristics
Board Adaptability
Board Collaboration
Board Conflict
Board Relationships
Board Tradition
Commitment
Communication
Conformity
Corporate Accountability
Corporate Policy-Making
Corporate Supervision
Corporate Vision
Decision-Taking
Innovation
Status
Trust
Identifying Board Behaviour
The Role of the Chair
Leadership of the Board
Strategic Leadership
Arbitration among Board Members
Linking the Board with Management
Being the Public Face of the Enterprise
The Management of Meetings
Board Politics
Corporate Ethics Begin with the Board
Corporate Governance Workbook
Worksheet #5
Note
Chapter 6: The Effective Board
The Makings of an Effective Board
Board Information
Reports and Presentations
Online Presentation of Board Reports
Accessing Information during Meetings
Security of Board Information
Managing Meetings, Agenda, and Minutes
Managing Virtual Meetings
Committees of the Board
The Audit Committee
The Remuneration Committee
The Nomination Committee
Other Board Committees
Board Committee Activities
Assessing the Performance of Boards and Board Committees
What a Board Review Covers
How a Board Review Is Initiated and Run
The Outcome of a Board Review
Corporate Governance Workbook
Worksheet #6
Note
Chapter 7: The Effective Director
Understand the Corporate Entity
Contribute Experience, Knowledge, and Other Skills
The Interpersonally Skilful Director
On Joining the Board
Director Development, Training, and Updating
Director Information
Directors’ Liabilities and Indemnity
Assessing Directors’ Performance
Who Undertakes the Assessment?
What Criteria Are Used for the Assessment?
How Is the Director Assessment Used?
Corporate Governance Workbook
Worksheet #7
Chapter 8: Governance Issues in Different Types of Corporate Entities
Incorporation by Charter
Incorporation under Sector Legislation
Trusts
Partnerships
Limited Liability Companies
Public Companies
Private Companies
Family Companies
Start-Up Companies
Companies in Corporate Groups
Companies Owned by Employees
State-Owned Companies
Companies Limited by Guarantee
Moving On
Corporate Governance Workbook
Worksheet #8
Epilogue: What This Book Has Been About
The Ground We Covered
Crucial Messages in the Book
The Frontiers of Corporate Governance
A Final Word
Index
