The Governance Revolution: What Every Board Member Needs to Know, NOW!

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This is truly brilliant... I read the whole thing word for word. The scope is breathtaking. It is well researched, exhaustive, and deeply thoughtful. -Robert J. Rosenberg, retired partner and co-chair of Insolvency Practice Group at Latham & Watkins LLP Boards of directors are sitting ducks. Shareholders complain and attack them, management manipulates them, and individual board members have little power, able to act only as a small part of the board as a whole. Governance issues are front and center, yet often there is little understanding, even among board members, of the key role that they themselves play. Written in an accessible and human voice, The Governance Revolution: What Every Board Member Needs to Know, NOW! provides information and context essential to anyone seeking to understand how corporations and their stewards - the board of directors - can and should function in the volatile world we inhabit. In every chapter Deborah Hicks Midanek offers detailed insight into the authentic lives of board members of corporations, the current standards for the board members, and why these standards exist. She includes a timely discussion of how clarity of purpose improves board and director effectiveness. Informed by her years of experience serving public, private, and family owned corporate, as well as charitable, boards and government organizations, she provides essential context regarding the evolution of board practice as well as candid discussion of the issues involved in the relentless effort to improve corporate governance processes. Focused mainly on the dominant public corporation, Midanek also explores the special challenges of serving on private and family owned, as well as nonprofit and public agency, boards. Written by a seasoned board member, and liberally laced with stories and cases illustrating the tricky issues directors wrestle with, The Governance Revolution: What Every Board Member Needs to Know, NOW! is the essential common-sense companion for anyone working with a board, serving on a board, or wanting to do so in the future. Directors, aspiring directors, investors, students of corporate behavior, and you will all benefit from this book. Dedication Praise for the Governance Revolution About De/G PRESS About the Author About the Series Editor Contents Prologue: What Is the Governance Revolution? Introduction Part I: The System and How It Came To Be Chapter 1: How Our Governance System Began Chapter 2: The Emergence of the Corporation in United States Chapter 3: Post–World War I Developments Chapter 4: The Glow Following World War II Chapter 5: Shifting Dynamics from 1970 to 2000 Chapter 6: Post 2000 Intensification of Focus on the Board Part II: The Players and Capital Market Forces Chapter 7: The Rise of Independent/Disinterested Directors Chapter 8: The Rise of Institutional Investors Chapter 9: The Impact of The Great Inflation Chapter 10: Mortgage Backed Securities and Structured Products Conundrums Chapter 11: The Aftermath of the Abyss Chapter 12: The Rise of Leveraged Buyouts, High Yield Bonds, and Private Equity Investment Chapter 13: The Rise of Hedge Funds and Emergence of Aggressive Activism Chapter 14: The Evolution of the New York Stock Exchange Part III: The Role of The Board Introduction Chapter 15: Clarifying the Rights and Roles of the Board and the Shareholders Chapter 16: Assessing the Proliferating Policies and Principles Chapter 17: Considering the Proposed New Paradigm Part IV: Doing the Job Boards Must Protect Corporation Regardless of Conflicting Agendas Chapter 18: Review Issues for Boards to Address Highlighted by NYSE Chapter 19: Establish the Appropriate “Tone at the Top” Chapter 20: Choose the CEO Wisely and Actively Plan for Succession Chapter 21: Develop a Strong Organizational Framework Chapter 22: Tailor Board Work to the Company Chapter 23: Focus Intently on Compensation Chapter 24: Seek Wisdom, Courage and Breadth of Experience in Director Recruitment Chapter 25: Actively Evaluate Board Performance to Constantly Improve Chapter 26: Manage Risk Effectively Chapter 27: Independently Evaluate the Impact and Execution of Transactions Chapter 28: Communicate Clearly, Consistently and Constantly Part V: Hazards and Their Navigation Chapter 29: Address Individual Hazards and Personal Fear Chapter 30: Navigate Corporate Hazards and Distressed Situations Chapter 31: Recognize and Rectify Hazards of Board Process Chapter 32: Know that Steady, Purposeful Work is the Antidote Chapter 33: Survive Success and Relentlessly Build Resilience Conclusion: Own the Role and Build the Future Index