CiNii 図書 - The handbook of board governance : a comprehensive guide for public, private, and not-for-profit board members

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 Arguden 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 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 of Possible 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 Metayer 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

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The handbook of board governance : a comprehensive guide for public, private, and not-for-profit board members

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