TY  - BOOK
AU  - Browning,Peter C.
AU  - Sparks,William L.
TI  - The director's manual: a framework for board governance 
SN  - 9781119133377
AV  - HD2745 
U1  - 658.422 23
PY  - 2015///
CY  - Hoboken, New Jersey
PB  - John Wiley and Sons, Inc.
KW  - Boards of directors
KW  - Conseils d'administration
KW  - BUSINESS & ECONOMICS
KW  - Industrial Management
KW  - bisacsh
KW  - Management
KW  - Management Science
KW  - Organizational Behavior
KW  - fast
N1  - Includes bibliographical references and index; The Director's Manual: A Framework for Board Governance -- Contents -- Acknowledgments -- Peter C. Browning -- William L. Sparks -- Preface -- Why We Wrote This Book -- Chapter 1: The Changing World of Board Governance -- How We Got Here -- What's in This Chapter? -- How and Why Boards Have Changed -- Why These Events Are Important -- A Barometer for Ceo Compensation -- Global Competition Brings Change -- The Impact of Strategic Planning -- The Impact of Long-Term Incentives -- Phase Three-The Results of Uncertainty -- 2002-A Board Governance Tipping Point -- The Most Impactful Governance Change -- Other Important Governance Changes -- Impact of the 2008 Financial Meltdown -- Federal Bailout -- Chapter Summary -- What's Next? -- Chapter 2: Role of the Board -- What's in This Chapter? -- Home Depot's Leadership Question -- Poor Choices by Chairman -- A Change of Direction -- Share Price Drop -- Two Key Guiding Principles -- Why Boards Exist -- Three Critical Questions That Boards Ask -- Is the Right Ceo Running the Company? -- Predicting Leader Success Is Impossible -- The Cost of a Wrong Choice -- The Real HP Story -- How to Make the Right Choice -- Is a Robust Succession Plan in Place? -- Determining the Right Strategy -- Chapter Summary -- What's Next? -- Chapter 3: Key Board Leadership Roles -- What's in This Chapter? -- Public Outcry for Action -- Changes in Nyse Listing Requirements -- The Debate Over the Separation of Roles -- Large Financial Institution Example -- Should CEO and Director Be Separate Roles? -- Nonexecutive Chairman, Lead Director, or Presiding Director -- Defining the Role of Nonexecutive Chairman -- The Challenge of Board Leadership -- Challenges of Transition and Letting Go -- Letting Go of Leadership -- Communicating with Shareholders -- Board Interaction with Institutional Investors, Media, and Customers; Communication with Third Parties -- Institutional Investor Activity -- Chapter Summary -- What's Next? -- Chapter 4: Board Culture -- What's in This Chapter? -- Understanding Board Culture -- Examples Illustrating Schein's Model of Culture and Board Dynamics -- A Nominally Engaged Board -- A Highly Engaged Board -- The Three Elements of Board Culture -- Individual Personalities of Board Members -- The Larger Context or "Macro-Environment" Factors Impacting the Business -- Longer-Term Strategy -- CEO Leadership Style -- Narcissistic Leaders -- Example of Context -- The Leadership and Board Performance Cycle -- Impact of Style -- The Detached Culture-Achiever Leadership Style -- The Dramatic Culture-Affirmer Leadership Style -- The Dependent Culture-Asserter Leadership Style -- Managing Up -- The Dynamic Culture-Actualized Leadership Style -- The Leadership Cycle -- Transforming Board Culture -- Transforming the Detached Group Culture -- Transforming the Dramatic Group Culture -- Transforming the Dependent Group Culture -- Maintaining the Dynamic Group Culture -- Chapter Summary -- What's Next? -- Chapter 5: Group Dynamics and Board Decision Making -- What's in This Chapter? -- Why Working in Groups Is Difficult -- Factors to Consider -- Size -- Board Cohesiveness -- Importance of Diversity -- Groupthink: Managing Conflict in the Boardroom -- Understanding and Avoiding Groupthink -- Getting Past the Abilene Paradox -- The Abilene Paradox in the Boardroom -- Diagnosing The Abilene Paradox -- Optimizing Board Decision Making -- Chapter Summary -- What's Next? -- Chapter 6: Board Structure and Schedule -- What's in This Chapter? -- Board Size -- Meeting Requirements and Preparation -- Board Meeting Preparation -- The Realities of Preparation -- How Many Committees Are Needed -- Committees of the Whole -- Effective Meetings and Service -- Chapter Summary; What's Next? -- Chapter 7: Assessing Board Performance -- What's in This Chapter? -- The Evolution of Board Assessments -- Examples of Boards Assessments -- Customizing the Assessment Process -- Where to Start -- Finding Your Own Best Practice -- Impact of Board Culture -- Conducting Peer Reviews -- Other Peer Review Options -- Chapter Summary -- What's Next? -- Chapter 8: The Challenge of the Disruptive Director -- What's in This Chapter? -- Disruptive Members a Common Issue -- "Firing" Board Members Not Simple -- The Ying and Yang of Conflict -- An Effective Dissenter -- Five Types of Disruptive Directors -- The Dominator -- The Micromanager -- The Expert -- The MIA Director -- The Dinosaur Director -- Dealing With Disruptive Directors -- How Assessments Help -- End of the Process -- Chapter Summary -- What's Next? -- Chapter 9: The Other Succession Challenge -- What's in This Chapter? -- Why a Board Needs to Plan for Succession -- Demographics and Board Service Realities -- Enron, the 2008 Financial Collapse, and Dodd-Frank -- Building a Board Succession Plan -- Where to Begin -- Board Job Description -- Single-Issue Board Members -- Hire a Consultant? -- The Chemistry Factor -- The Selection Process -- Next Step -- Educating, Onboarding a New Member -- Chapter Summary -- What's Next? -- Chapter 10: What's Next in the Boardroom? -- What's in This Chapter? -- Ongoing Scrutiny of Executive Compensation -- Pressure to Address CEO Pay -- Pay for Performance -- Continuing Demands for More Proxy Information -- Responsibilities Detailed -- More Shareholder and Investor Activism -- Greater Demands for Proxy Access -- Sharper Focus on Risk Management -- Ever-Increasing Scrutiny of Board Composition -- The Way Forward -- Chapter Summary -- What's Next? -- Appendices: Board of Directors Assessment Forms -- Appendix A: Board of Directors Self-Assessment; Appendix B: Audit Committee Assessment -- Appendix C: Compensation Committee Assessment -- Appendix D: Governance/Nominating Committee Assessment -- Appendix E: CEO Assessment -- Appendix F: Lead Director Assessment -- Appendix G: Nonexecutive Chairman Assessment -- Appendix H: Peer Assessment -- Notes -- About the Authors -- Index -- End User License Agreement
N2  - "Directors: Improve Board Performance The Director's Manual: A Framework for Board Governance offers current and aspiring board members essential up-to-date governance guidance that blends rigorous research-based information with the wisdom found only through practical, direct experience. The book's flexible approach to solving governance issues reflects the authors' belief that no two boards and the cultural dynamics that drive them are the same. As such, the advice offered reflects recognizable leadership dynamics and real world, relevant organizational situations. The book's two authors, Peter C. Browning, an experienced CEO and member of numerous boards and William L. Sparks, a respected organizational researcher, combine their individual experiences and talents to create a book that is both innovative and applicable to directors in any industry sector. Specific best practice guidance is designed to help board members and their directors understand the unique strengths and challenges of their own board while at the same time provide targeted information that drives needed improvements in board performance and efficiency. Specifically, this book will help board members: Explore practical advice on key issues, including selection, meeting schedules, and director succession Consider board performance from multiple perspectives, including cultural and group dynamics Discover how to effectively manage classic problems that arise when making decisions as a group Access a comprehensive set of assessment questions to test and reinforce your knowledge The Director's Manual: A Framework for Board Governance offers practical advice to guide you as you lead your organization's board"--; "This book targets current and aspiring directors and meets their educational and practical needs. It is more than a how-to book containing best practices for board governance. The current effort blends research findings from leadership and organizational dynamics with practical advice for corporate directors. Each board is unique with issues relating to leadership, group dynamics, and decision making creating a particular culture for each board. Yet they are all required to fulfill their fiduciary duties and meet federal government reporting requirements and regulations in the same way. The book allows directors to meet those requirements, while creating their own unique approach. The book also provides practical advice on issues related to selection, meeting schedules, and director succession. It explores board performance from a group culture and group dynamics perspective, providing insight on how to manage classic problems in group decision making. It will contain a comprehensive set of assessments"--
UR  - https://onlinelibrary.wiley.com/doi/book/10.1002/9781119176633
ER  -