Tougher Boards for Tougher Times: Corporate Governance in the Post-Enron Era / Edition 1

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The Enron disaster was the first of many business scandals thatclearly highlighted the current crisis of confidence in corporateleadership. For too long, management and CEOs have held most of thereal power. Too many boards acted as little more than complicitpawns, resulting in reckless corporate over-expansion, misguidedacquisitions at foolish prices, unwarranted levels of executivecompensation, fiddling the books, outright fraud, and bankruptcy.Boards and the directors that serve on them are now under moreintense scrutiny than ever before as regulators, institutionalinvestors, and shareholders are demanding a higher standard ofcorporate directorship.

Tougher Boards for Tougher Times examines the key issues,challenges, and controversies that boards have to face in the bravenew world of corporate governance. It examines the changing role ofboards and directors in this tense and uncertain world ofheightened expectations, failed promises, wholly unacceptableexcess, and a growing recognition in many quarters that the stakesare high. This book offers a new model for those who must govern,one in which boards composed predominantly of independent directorsare gaining power, demonstrating that they have backbone, andsaying NO more often.

  • Outlines the formidable challenges of contemporarydirectorship, and offers cautions and clear advice for diligentdirectors in an increasingly hostile world.
  • Describes how boards can be part of the solution instead ofpart of the problem.
  • Explains how boards can exercise more real power, balancebetter the distribution of power between managements and boards,and provide tough oversight when necessary in relation to the CEOand management.
  • Includes extensive coverage on: interpersonal relationshipsbetween directors and management, ethics and social responsibility,directors’ liability, similarities and differences betweenU.S. and Canadian boards, and between governance of corporate andnot-for-profit boards, issues to consider before accepting a boardinvitation, problems associated with leaving a board, and muchmore.
  • Features three chapters by contributors with the specialexpertise to address the extra demands on board committees chargedspecifically with audit, human resources and compensation, andgovernance and nominating.
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What People Are Saying

From the Publisher
Praise for Tougher Boards for Tougher Times

"Written by one of Canada’s leading and most experienced directors, Tougher Boards for Tougher Times is a must-read for all aspiring, current and seasoned directors. This eye-opening book inspires all of us to strive for excellence and integrity in the boardroom in an intelligent, informative and pragmatic way."

Beverly Topping, President & CEO, Institute of Corporate Directors and ICD Corporate Governance College

"The ‘tick the box’ requirements of good governance are now well understood and broadly followed. These are the basic foundations for good governance. Dimma makes a real contribution to moving from that base to the new level of governance performance required in today’s corporate environment, drawing on practical experience and relevant examples of how governance can be improved."

The Honorable Michael H. Wilson, Chairman, UBS Canada, and Chairman, Canadian Coalition for Good Governance

"Bill Dimma uses a light touch in bringing to bear all the wisdom of his vast boardroom experience. He shows that it’s not just what you do as a director, it is also the way that you do it that matters in the post-Enron boardroom world."

Phillip Crawley, Publisher and CEO, The Globe and Mail

"If all corporate directors had carried out their responsibilities as capably as Bill Dimma, corporate governance would not be such a controversial issue as it is today. This is a ‘must read’ for directors as well as our future business leaders—the business students of today. It is an opportunity for all of us to learn from a pro!"

Carol Stephenson, Dean, Richard Ivey School of Business, The University of Western Ontario

"In the world of corporate governance three things matter most: experience, experience, and experience. Bill Dimma is the voice of experience. His latest book cuts through all the theories and fads in the corporate governance craze and offers truly useful advice."

Governor Jim Blanchard, Former Governor of Michigan, Former U.S. Ambassador to Canada, and Corporate Director

More Praise for Tougher Boards for Tougher Times

"Drawing on his 40 years’ experience serving on more than 50 boards, Bill Dimma offers fresh and discerning insights into the most difficult and controversial issues associated with corporate governance. A must-read for practicing and prospective directors alike."

Dezsö J. Horváth, Dean, Tanna H. Schulich Chair in Strategic Management, Schulich School of Business, York University

"Bill Dimma has made an enormous contribution to both corporate governance and the basic integrity of enterprise in this country with this new book on the role of the Boards of Directors in contemporary business. Tougher Boards for Tougher Times should be made mandatory reading for all present Directors and those who harbour aspirations for the office."

James K. Gray, O.C., Co-founder and former Chairman, Canadian Hunter Exploration Ltd.

"This book illustrates why Bill Dimma is recognized as a leader in the field of corporate governance. Bill has the ability to articulate difficult concepts so that they are easily understood. This book is a must read for all those who are involved, or aspire to become involved, in corporate governance."

Purdy Crawford , Counsel, Osler, Hoskin & Harcourt LLP

"I can only applaud Bill Dimma’s Tougher Boards for Tougher Times as very readable and filled with experience and wisdom. It should be read by all involved in corporate governance, from investors to executives and of course regulators and directors."

Stephen A. Jarislowsky, Chairman and Chief Executive Officer, Jarislowsky, Fraser Limited

"Bill Dimma’s new book is full of penetrating insights into the work of the director in the modern enterprise. None is more telling than the recognition that a director’s own character is as vital as any definition of independence or formal requirements of corporate governance regulations."

Dr. R. I. (Bob) Tricker, author of the Economist Essential Director and first to use the title Corporate Governance

"All Canadian directors—and shareholders—should celebrate the publication of Tougher Boards for Tougher Times: Corporate Governance in the Post-Enron Era, in which Bill Dimma shares his vast experience, his wisdom and his frank advice on how to strive for excellence in what he calls ‘the brave new world of directorship in this young century.’ It’s a great read and an invaluable reference book—I couldn’t put it down!"

Mary Mogford, Corporate Director (ICD.D.)

"Bill Dimma has been actively and positively involved in corporate governance for over a generation. I have always found him well worth listening to—and reading as well!"

The Right Honourable John N. Turner, P.C., C.C., Q.C., Miller Thomson LLP

"Once again, Bill Dimma has written a thorough and practical guide to navigating the often treacherous currents of board governance. Its readibility makes it a useful handbook for us all."

Arthur Martinez, Former Chairman, President and CEO, Sears, Roebuck and Co.

"Bill’s book is a must-read for both existing and potential Directors. For as the title suggests, joining a Board in today’s post-Enron world is a serious, sometimes thankless, but most important challenge and responsibility."

Peter C. Godsoe, Former Chairman and CEO, Scotiabank

"Bill Dimma’s book is a must read for every corporate director, particularly for those joining a board for the first time."

The Honourable Henry N. R. Jackman, O.C., O.Ont., LL.D., C.D., Honorary Chairman, The Empire Life Insurance Company

"Bill Dimma deals with the evolving subject of corporate governance generally, and the increasingly onerous role of board directors in particular, with his habitual understanding, decision, and good humour. No one in Canada today writes with greater insight and concision about the vexed question of business ethics in a rapidly changing corporate world."

The Honourable Roy MacLaren, Former Federal Cabinet member, former Canadian High Commissioner to the United Kingdom, and Corporate Director

"Bill Dimma has done it again! Tougher Boards for Tougher Times truly captures many important things about corporate governance that simply have not kept up with the changing expectations of our society. At one level, this helpful book harvests insights and presents good, sound thinking and wisdom about a host of the complicated puzzles and issues that contemporary boards must come to grips with. At another level, though, and even more important than his careful review and discussion of the many dimensions of corporate governance that are under attack, Dimma strikes at the overwhelming importance of character and ethics in determining whether or not one is going to be an effective board member. This is a very well balanced book that gives boards, board members, and those interested in the proper functioning of boards fundamental insights into what it takes to be effective and meet the expectations of our communities in this challenged domain of corporate governance."

John McArthur, Former Dean, Harvard Business School

"Bill Dimma’s wealth of experience leaps off the pages of his most recent book. Tougher Boards for Tougher Times will provide welcome guidance for corporate directors navigating through the challenges faced by 21st century boards."

Carol Hansell, Senior Partner, Davies Ward Phillips Vineberg LLP

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Product Details

  • ISBN-13: 9780470837306
  • Publisher: Wiley
  • Publication date: 3/10/2006
  • Edition description: New Edition
  • Edition number: 1
  • Pages: 254
  • Product dimensions: 6.30 (w) x 9.25 (h) x 0.79 (d)

Meet the Author

William A. Dimma has had a long and distinguished career asa director, serving on fifty-five corporate boards and anotherforty not-for-profit boards. For over forty years, he has beensought after for the knowledge and understanding he brings to thefield of corporate governance, as well as for his dedication to,and passion for, improving the practice of directorship.

Mr. Dimma has served as a director or chairman for the followingorganizations, among many others: Brookfield Asset Management Inc.,Delta Hotels, Enbridge Inc., Greater Toronto Airports Authority,Home Capital Group, London Life Insurance Company, Monsanto Canada,Sears Canada, Torstar Corporation, Trizec Corporation, and UnionCarbide Canada Limited.

In addition to his illustrious career as a director, Mr. Dimmahas also held numerous senior management positions at companiessuch as Union Carbide Canada, Torstar Corporation and Toronto StarNewspapers, A. E. LePage, and Royal LePage.

He earned a doctorate in Business Administration from HarvardUniversity and holds honorary degrees from several Canadianuniversities, as well as the Order of Canada and the Order ofOntario.

The Institute of Corporate Directors (ICD) is thenational association for corporate directors in Canada. Theirmembership represents directors who serve corporations of allsizes, including not-for-profits, SMEs (small and medium sizedenterprises) and crown corporations.

The mission of the Institute of Corporate Directors is torepresent the interests of directors — to foster excellence indirectors to strengthen the governance and performance of Canadiancorporations. The ICD will achieve this mission through education,certification and advocacy of best practices in governance.

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Table of Contents

Ch. 1 The bad/good old days : business and governance over four decades 13
Ch. 2 The classic board dilemma : individual competence, collective impotence 23
Ch. 3 Post-Enron governance : early reaction and flood of proposals 33
Ch. 4 The director with character 43
Ch. 5 The perfect board revisited 53
Ch. 6 Director independence and definitional hazards 63
Ch. 7 Declaration of independence? : board composition 69
Ch. 8 Related directors : perception and reality 75
Ch. 9 Differences between the U.S. and Canada in the role of board chairman : why? 83
Ch. 10 Time demands on today's non-executive chairman 87
Ch. 11 A larger role for today's non-executive chairman 93
Ch. 12 The audit committee 101
Ch. 13 Compensation committee competence and independence : a work in progress 113
Ch. 14 The governance and nominating committee 125
Ch. 15 Senior executive compensation 139
Ch. 16 Stock options I : improve their utility or abandon them 157
Ch. 17 Stock options II : performance options 163
Ch. 18 Stock options III : directors in the middle 169
Ch. 19 A cautionary tale : a case study of director risk 177
Ch. 20 On the frankness of directors when resigning from boards 187
Ch. 21 Miscellaneous musings 193
Ch. 22 Corporate and not-for-profit governance : similarities and differences 209
Ch. 23 A personal take on ethics 225
Ch. 24 Directorship : eleven easy lessons learned the hard way 237
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