The handbook of board governance : a comprehensive guide for public, private, and not-for-profit board members / Richard Leblanc, editor.

Format:

Book

Author/Creator:

LeBlanc, Richard.

Contributor:

Leblanc, Richard, 1965- editor.

Language:

English

Subjects (All):

Boards of directors.

Corporate governance.

Corporate governance--Handbooks, manuals, etc.

Physical Description:

1 online resource (1555 pages) ; illustrations.

Edition:

Third edition.

Place of Publication:

Hoboken, New Jersey: John Wiley & Sons, Incorporated, 2024.

Summary:

"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 academics will bring rigor and proximity to the literature. Topics covered include: value creation and the strategic role of the Board; risk governance and the oversight by the board; board composition and diversity; role of the board chair; blindspots and trendspotting in the boardroom; audit committee effectiveness; and much, MUCH more"-- Provided by publisher.

Contents:

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"

Chapter 4 Model President and CEO Position Description

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

Chapter 5 Model President and CEO Annual Performance Evaluation and Incentive Compensation Policy

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

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

Chapter 6 Board Oversight of Possible CEO Misconduct

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

References

Chapter 7 Model CEO Succession Planning Charter

Ad Hoc CEO Succession Committee Terms of Reference

Purpose

Committee Mandate

Committee Authority

Committee Composition

Committee Administration

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

Chapter 9 Pension Fund Governance: Working Under Tension

Abstract

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

Selected References

Chapter 10 A Critique of the Investment Fund Governance Regime in Canada

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

Chapter 11 Third Stage Corporate Governance: Investors and Companies Divided by a Common Language

Part III Technology Governance

Chapter 12 Technology and the Corporate Board: Critical Considerations Going Forward

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

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

Chapter 14 Artificial Intelligence Governance Standards

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

Reports

Standards

Websites

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

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

Chapter 17 Cyber Legislation, Standards, and Practices: An Overview for Directors

Content.

Background.

Notes:

Description based on publisher supplied metadata and other sources.

ISBN:

9781119909286

1119909287

9781119909293

1119909295

OCLC:

1416702143