Board Games: Straight Talk for New Directors and Good Governance is an essential resource for any current or aspiring board director. It identifies the issues directors are most likely to face in today's rapidly changing, potentially hazardous business environments, offering candid, well-informed insights that address emerging issues, potential conflicts, and real-board situations. Readers will learn how to be more effective, more informed, and more diligent directors committed to the shareholders' best interests—even if that mindset challenges the interests of current management.
This book shows new directors on any board how the current systems of financial reporting, regulatory compliance, and crisis management work, serving as a playbook that can help them serve the corporate good while protecting themselves—and do the right thing for shareholders, employees, customers, and communities they serve. The authors apply their extensive experience at the top of various corporations and nonprofit organizations to identify the behind-the-scenes, boardroom-culture issues that can trip up any director and demonstrate the critical importance of committing to the right governance, due diligence, and independent oversight.
- Supplies frank advice and straight talk for current board directors and future directors that warn of the various kinds of troubling developments that can arise in and outside the boardroom
- Breaks down the core requirements, expectations, and commitments directors must make to protect shareholders based on the coauthors' deep and varied board and executive leadership experience
- Provides a roadmap for anyone who wants to serve on a board or advisory board—be it for a company, institution, not-for-profit, or government or community organization—or those who currently serve on boards but need guidance and advice
- Explains why most boards aren't more diverse and what today's directors can and should do to rectify this issue
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About the Author
Joseph Daniel McCool is principal of The McCool Group, a global advisory firm that helps companies, universities, and not-for-profit organizations get better results from executive search, management succession, and the board nominating process.
Table of Contents
Foreword Herb Kelleher ix
1 How to Get Appointed to a Board When You're Not a Household Name: Bring Something the Board Wants but Doesn't Have 1
2 Putting Shareholders First… Not Last: The Case for Dividends and the Role of Independent Directors 19
3 The Hide and Seek Game of Corporate Finance: Understanding Balance Sheets and Corporate Economics 37
4 When Bad Things Happen to Good Boards: Protecting Shareholders and Your Reputation 45
5 Meeting Your Fiduciary Responsibility: Your Personal Declaration of Independence 57
6 The GEO as Board Chair: How Aligning or Separating These Roles Frames the Game 65
7 Getting CEO Search and Succession Right the First Time: Don't Fumble the Handoff 73
8 The Audit Committee: The Board's "Fire Department" 85
9 The Fantasyland of Executive Compensation: Directors Ought to Know How Much Is Too Much 107
10 Cybersecurity Is Every Director's Business: Why Cyberattacks Are Existential Threats 117
11 The Leadership That Boards Need Now: The Most Critical Dynamics on Today's Boards Are Human Ones 133
Appendix I Navigating the Morass of Corporate Jargon: Don't Choke on Alphabet Soup (A Glossary) 145
Appendix II Sample Balance Sheet 157
Appendix III Board and Committee Self-Evaluation Form 159
About the Authors 187
What People are Saying About This
"McCool and Montford have distilled years of experience with high-level boards into this book—a how-to manual of the highest order. It provides the type of information board members need to make an impact and feel confident in the process. Slip this book into your briefcase before your next board meeting!"
"John knows where boards have been and especially how their Audit Committees manage risk. Joe knows where boards must go and he brings equal depth and insight about the board's Nominating function. Together, Montford and McCool pack a powerful statement on the independence of board directors—and how you can make a real impact on effective governance—in the pages of this book."
"I enjoyed reading Board Games a great deal. It is full of very topical and detailed information for both novice and experienced board members alike, and it takes on the tough issues, like cyber security and executive compensation, in bold and straightforward ways. Montford and McCool provide some comprehensive and rigorous guidelines and tools for board performance and self-evaluation. This is a how-to book designed to support the can-do posture required of today's boards. I will keep this book in my library and refer to it often."
"If you want to be a better, wiser, and more independent board director, this book is your code-breaker and action plan. It's your move."