High Performance Boards

The most up-to-date version of the gold standard in board governanceIn the newly revised second edition of High Performance Boards: A Practical Guide to Improving & Energizing your Governance, author Didier Cossin delivers an incisive and practical roadmap to board governance best-practices. Accessible to professionals from a variety of backgrounds, the book lays out the foundational and advanced concepts you'll need to understand to effectively govern a for-profit firm, non-profit, or government entity.You'll learn to manage risk, increase the impact of your board, consider and evaluate the importance of ESG metrics, take into account geopolitics, and supervise your organization's culture. You'll also discover: Extensive revisions to existing chapters, including new methods of cyber-risk management and stakeholder management Strategies for avoiding the common pitfall of 'greenwashing' Increasingly common new activism techniques undertaken by boards and investors to shape the behaviour of organizations An indispensable resource for board members and directors serving on boards at organizations of all kinds, High Performance Boards will also earn a place on the bookshelves of corporate lawyers, board secretaries, and students of corporate governance.

Auteur

Didier Cossin, Lausanne, Switzerland, is the founder and director of the IMD Global Board Center and the originator of the Four Pillars of Board Effectiveness methodology. In his work with boards, Professor Cossin helps them enhance organizational performance through strategy involvement, best-in-class decision making, enhancing board culture and general governance (including board restructurings). Professor Cossin is an advisor and/or executive teacher with the United Nations, the central banks of several countries, ministries as well as sovereign wealth funds and supranational organizations (including the European Central Bank, IFC, IOC), the boards or executive committees of corporations, financial institutions and funds in Europe, Asia, the Americas, Africa and the Middle East. He has worked extensively with the oil and gas industry (Schlumberger, Shell, Sinopec, Saudi Aramco, Qatar Petroleum, and others) and the banking industry (HSBC, Bank of America, Goldman Sachs, ICBC and others), but also with many other industries, including media, luxury goods, retail, shipping, and asset management. He also advises some leading non-profit organizations (UNICEF, the Red Cross) on governance issues. Didier is a member of the Risk Who's Who Society, the American Finance Association, the Eastern Finance Association, and the European Finance Association.

IMD, Lausanne, Switzerland, is an independent university institute with campuses in Lausanne and Singapore. For more than 75 years, IMD has been a pioneering force in developing leaders who transform organizations and contribute to society. IMD has been ranked in the top three of the FT's Executive Education Rankings (combined ranking for open & custom programs) since 2012. It has also been in the top four for 18 consecutive years.
Since 2004, IMD has sustained the premier "triple-crown" of AACSB, European Foundation for Management Development EQUIS, and AMBA accreditations, and, in 2022, IMD earned Swiss institutional accreditation, confirming IMD's commitment to delivering the highest quality teaching, research and services.

Texte du rabat

"The role of boards in corporate governance is constantly changing. New topics such as geopolitics, cyber risk, ESG and greenwashing are coming to the fore and new guidance is required to enable boards to meet these challenges"--

Résumé
The most up-to-date version of the gold standard in board governance In the newly revised second edition of High Performance Boards: A Practical Guide to Improving & Energizing your Governance, author Didier Cossin delivers an incisive and practical roadmap to board governance best-practices. Accessible to professionals from a variety of backgrounds, the book lays out the foundational and advanced concepts you'll need to understand to effectively govern a for-profit firm, non-profit, or government entity. You'll learn to manage risk, increase the impact of your board, consider and evaluate the importance of ESG metrics, take into account geopolitics, and supervise your organization's culture. You'll also discover: Extensive revisions to existing chapters, including new methods of cyber-risk management and stakeholder management Strategies for avoiding the common pitfall of 'greenwashing' * Increasingly common new activism techniques undertaken by boards and investors to shape the behaviour of organizations An indispensable resource for board members and directors serving on boards at organizations of all kinds, High Performance Boards will also earn a place on the bookshelves of corporate lawyers, board secretaries, and students of corporate governance.

Contenu

About the Author xi

Acknowledgements xiii

Preface xv

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, Diversity, Focus, and Dedication 11

The Second Pillar: Information Architecture 13

The Third Pillar: Structures and Processes 14

The Fourth Pillar: Group Dynamics and Board Culture 16

Chapter 2 Governance Challenges around the World 19

Scientific Lessons from Natural Selection 21

What is Transformational Leadership? 22

Should We Trust Leaders? 23

The Governance DNA 24

Chapter 3 The Successful Director: Values and Character 27

Duty of Care 29

Duty of Loyalty 30

Duty of Compliance (or Obedience) 31

Integrity: A Key Characteristic of Board Directors 31

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

Quality and Diversity 35

Focus 38

Dedication 39

Chapter 5 The Second Pillar: Information Architecture 43

How Complete is Your Information? 44

Chapter 6 The Third Pillar: Board Structures and Processes 51

Processes 52

Committee Structure 53

Board Secretary 54

Lead Director or Vice Chair 54

Chapter 7 The Fourth Pillar: Group Dynamics and Board Culture 57

Understanding Group Dynamics 59

Coalitions Within a Board are Inevitable - and they Feed into Politics 62

Boards Fall into Traps 64

Drawing Strength from the Board's Potential 67

Developing Self- awareness 68

Board Culture 69

Summary Table to Part I: The Four Pillars of Board Effectiveness Toolkit 72

Checklist on People Quality, Diversity, Dedication, and Focus 72

Checklist on Information Architecture 73

Checklist on Structures and Processes 73

Checklist on Group Dynamics 75

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 83

Chapter 10 A Board Member's Practical Guide to Risk Thinking 87

The Physical Health Check: Technical Risks 87

The Mental Health Check: Behaviours 93

The Strategic Risk Check 96

The Governance Risk Check 98

Chapter 11 Elements of Advanced Risk Techniques for Board Members: From Quants to Cyber 101

The Why and How of Quantitative Risk Assessment for Boards 102

Integration of Risks 105

The Outcome of Risk Assessment 105

Cyber Risk 107

Chapter 12 Crisis Management 111

Crisis as a Turning Point 114

There is Work to be Done in Peaceful Times 114

Communication Principles 115

Another Powerful Weapon: Gathering Information 116

A Crisis Will Shed Light on Boardroom Fissures 118

Procedure vs Authenticity 119

Communicate Your Way to Rebuilding Trust 120

Chapter 13 The Four Tiers of Conflicts of Interest 123

Tier-I Conflicts: Individual Directors vs Company 124

Tier-II Conflicts: Directors vs Stakeholders …