The handbook of board governance a comprehensive guide for public, private, and not-for-profit board members
"The Handbook of Board Governanceprovides comprehensive coverage of all topics in corporate governance by subject matter experts. The chapter authors are a combination of practitioners (directors, management, advisors) and academics. The practitioners will bring practical experience and the aca...
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| Otros Autores: | |
| Formato: | Libro electrónico |
| Idioma: | Inglés |
| Publicado: |
Hoboken, New Jersey:
John Wiley & Sons, Incorporated
2024.
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| Edición: | Third edition |
| Materias: | |
| Ver en Biblioteca Universitat Ramon Llull: | https://discovery.url.edu/permalink/34CSUC_URL/1im36ta/alma991009828029206719 |
Tabla de Contenidos:
- Cover
- Title Page
- Copyright Page
- Contents
- Foreword
- Preface
- Organization of This Handbook
- How to Read This Handbook
- Readers Interested in This Handbook
- About the Editor
- Richard Leblanc, Editor
- Chapter 1 The Board Governance Handbook: An Introduction and Overview
- Introduction and Overview
- Diversity of Authorship
- Three Moments of Corporate Governance
- Précis of This Handbook's Chapters
- Part I: Hiring, Evaluating, and Dismissing the CEO
- Part II: Strategy and Investors
- Part III: Technology Governance
- Part IV: Environment, Social, and Governance
- Part V: Financial Governance
- Part VI: Emergency and Crisis Governance
- Part VII: Risk Governance
- Part VIII: Human Capital and Compensation Governance
- Part IX: Legal, Ethical, and Conduct Governance
- Part X: Board Leadership
- Part XI: Board Structure, Composition, and Effectiveness
- Part XII: Not-for-profit, Private, and State-owned Enterprise Governance
- Part XIII: International Corporate Governance
- About the Author
- Part I Hiring, Evaluating, and Dismissing the CEO
- Chapter 2 CEO Succession Planning
- Introduction
- The Market for CEOs
- CEO Turnover
- Incoming CEOs
- Models of Succession Planning
- Common Practices in Succession
- Conclusion
- About the Authors
- Notes
- Chapter 3 Incrementalism Is Not Going to Work
- 1. Information: "An Outside-In View of the World"
- 2. Strategy: "Incremental Is Not Going to Work"
- 3. Risk Mitigation: "Admit Your Mistake, Pivot, and Move On"
- 4. Trust: "Tell Them Like It Is"
- CEO Selection: "The Most Important Job Boards Do"
- Final Thoughts: "Be More Focused"
- About the Authors
- Chapter 4 Model President and CEO Position Description
- Introduction
- Executive Leadership
- Legislation, Regulation and By-laws.
- The Board Chair, Human Resources Committee, and Board of Directors
- External Communication
- Ethical Business Conduct
- Financial and Nonfinancial Performance Management
- Strategic Plan
- Management Succession Planning
- Risk Management
- Position Description Amendment and Review
- About the Author
- Chapter 5 Model President and CEO Annual Performance Evaluation and Incentive Compensation Policy
- Introduction
- 1. Purpose
- 2. Recommendation by the Human Resources and Compensation Committee for Approval of the Board
- 3. CEO Position Description
- 4. Information Required to Complete the Evaluation
- 5. CEO Self-Evaluation of Performance
- 6. Performance Evaluation by HR and Compensation Committee Members
- 7. Weighting of CEO Performance Measures
- 8. Consolidated Performance Results of the Evaluation
- 9. Consolidated Performance Results Aligned to Incentive Compensation
- 10. Communication of Performance Results and Incentive Compensation
- Appendix: Annual Performance Evaluation of the CEO
- Introduction
- 1. Position Description of the CEO
- 2. Information Required to Complete This Evaluation
- 3. CEO Self-Evaluation of Performance
- 4. HR and Compensation Committee Evaluation of the Performance of the CEO
- Performance Measures of the CEO
- (1) Strategic Planning and Execution
- (2) Stakeholder Relationships
- (3) Leadership Style, Management Relationships and Ethical Conduct
- (4) Board Relationships and Succession Planning
- (5) Financial Planning and Performance
- Additional Performance Commentary
- Conclusion
- About the Author
- Chapter 6 Board Oversight of Possible CEO Misconduct
- Introduction
- Mitigating the Need for an Investigation into CEO Misconduct
- Examples of Conduct Triggering a Decision by the Board to Investigate the CEO.
- A Board Should Recognize Red Flags for Possible CEO Misconduct
- How a CEO Misconduct Concern(s) May Reach a Committee or Board
- Progressive Disciplining of a CEO by a Board
- Materiality Threshold for an Investigation into Possible CEO Misconduct
- Conflicts of Interest in Approving an Investigation into CEO Misconduct
- Board Oversight of an Investigation into Possible CEO Misconduct
- The CEO's Procedural Rights Must Be Respected
- The Board Chair's Role in Media and Employee Communication of the Investigation
- Conclusion
- About the Author
- References
- Chapter 7 Model CEO Succession Planning Charter
- Introduction
- Ad Hoc CEO Succession Committee Terms of Reference
- Purpose
- Committee Mandate
- Committee Authority
- Committee Composition
- Committee Administration
- About the Author
- Notes
- Part II Strategy and Investors
- Chapter 8 The Three Dilemmas for Creating a Long-Term Board
- Chapter Summary
- 1. Introduction: Making the Case for Why Boards Should Care About Being Long Term
- 2. The Dilemma of a Time Constrained Board
- 3. The Dilemma of Using Stock Ownership as a Means of Aligning Interests
- 4. Shareholder Engagement: The Dilemma of How and When Directors Should Engage
- 5. Solutions for Long-term Boards
- Time Spent on Strategy
- Directors as Owners
- Shareholder Engagement
- 6. Conclusion
- About the Authors
- Notes
- Chapter 9 Pension Fund Governance: Working Under Tension
- Abstract
- Introduction
- Two Key Governance Challenges Within Pension Plans
- Reconciling Fiduciary Duties and Climate Change
- Multilayer Agency Conflicts
- Contrasting Viewpoints on Pension Plan Governance in Canada
- Committee-board Tensions
- Investment Scope-oversight Capability Tensions
- Representative or Trustee: A Role Under Tension
- Key Players with Contrasting Views.
- Risk Management: A New Challenge
- Areas of Concern
- Synthesis
- Key Takeaways
- About the Authors
- Selected References
- Chapter 10 A Critique of the Investment Fund Governance Regime in Canada
- Introduction
- Investment Funds
- Types of Investment Fund
- Relationship with the Fund Manager
- How Funds Are Constituted
- The Problem
- Addressing the Problem
- Fund Governance in the United States
- Termination of the Management Agreement
- Approval of the Management Agreement
- Management of Conflicts of Interest
- Oversight of the Compliance Function
- Other Responsibilities
- The Fund Governance Regime in Canada
- Comparison with the United States
- Standard of Care
- Mandate
- Scope of Authority
- Membership
- Impact of the IRC
- Limitations of the IRC
- In Sum
- About the Author
- Notes
- Chapter 11 Third Stage Corporate Governance: Investors and Companies Divided by a Common Language
- About the Authors
- Notes
- Part III Technology Governance
- Chapter 12 Technology and the Corporate Board: Critical Considerations Going Forward
- Introduction
- History
- Exponential Thinking
- Emerging Technologies
- Artificial Intelligence
- Blockchain
- Cloud/Edge
- Telecommunications 5G/6G
- IoT and the Metaverse
- Quantum Computing
- Cybercrime
- Other Technologies
- Business Models and Disruptive Technology
- Conclusion
- References
- About the Author
- Chapter 13 Questions the Board Should Ask About Artificial Intelligence
- 1. Understanding AI
- 2. Unprecedented Growth in AI
- 3. Societal Concerns About AI
- 4. Use of AI in the Organization
- 5. Director Skills Matrix
- 6. Board Committees
- 7. AI Strategy Formulation
- 8. AI Policies
- 9. Ethics
- 10. Regulatory Compliance
- 11. AI Accountability, Monitoring, and Reporting
- 12. AI and Workplace Recruitment and Management
- 13. Summary.
- About the Author
- Additional References
- Notes
- Chapter 14 Artificial Intelligence Governance Standards
- Introduction
- How Is Regulation of AI Developing?
- Legislation
- Could Standards Be the Way Forward?
- The AI Standardization Landscape
- The AI Governance Standard
- Overview
- Who Is the AI Governance Standard For?
- What Are Governing Body's Overarching Responsibilities in Relation to AI?
- What Makes AI Technologies Different from Other Technologies?
- Implications from the Use of AI for Organizations
- What Is the Purpose of AI Governance?
- How Is the Governing Body Accountable for the Use of AI?
- What Is the Appropriate Level of Oversight of AI?
- What Are the Practical Steps Organizations Can Take to Alleviate Constraints on the Use of AI?
- How Should Existing Governance Mechanisms Be Revised to Accommodate the Use of AI?
- Practical Steps to Improve Your AI Governance
- About the Authors
- References
- Reports
- Standards
- Websites
- Notes
- Chapter 15 Fair Warning Has Been Given: What Do Directors Need to Do Now to Respond to Cyber Risk?
- Setting the Stage
- Context-From Crisis Springs Regulation
- A Very Unwelcome Phone Call
- Summary
- Key Observations and Recommendations
- Closing Remarks
- The Big Business of Cybercrime
- How Did We Get Here?
- What Does This Mean to Directors?
- What, Me Worry? We Have Insurance
- Summary Comments
- About the Author
- Notes
- Chapter 16 Cyber Risk from an IT Leader's Point of View
- In the News
- Costs of Cybercrime
- The CISO's Evolving Role and Function
- CISO Responsibility
- Cybersecurity Governance
- Boards, Cyber, and the Regulatory Environment
- The Cyber Conversations for Boards
- Conclusion
- About the Author
- Notes
- Chapter 17 Cyber Legislation, Standards, and Practices: An Overview for Directors
- Purpose
- Content.
- Background.
