Giving Voice to Values in the Boardroom

by Cynthia Clark

Overview

This book takes the central issues facing board members today and applies the giving voice to values framework while also providing insights from practicing board members who have faced these issues. It covers such topics as strategic planning and monitoring, director independence, privacy and cyber risk, executive compensation and CEO succession planning. With this book, readers will also grapple with the conflicts of interest that might arise in the director selection process, role of the nominating committee and the compensation committee in order to cultivate more optimal board dynamics.

The principles of giving voice to values start by asking a deceptively simple question: ‘What if you were going to act on your values—what would you say and do?’ The book then provides an overview of the current landscape of corporate governance along with the major rules and director duties applicable to the board of directors. The book’s latter chapters contain a series of five scenarios common to the board of directors that are presented as a set of “Board Challenges” involving the tensions often found in board work.

In Giving Voice to Values in the Boardroom, the author, Cynthia E. Clark, provides practical strategies for board members and other constituents of corporate governance to deal with these challenges. These cases are designed to help users of the book implement prescripting and action planning. Each case will also have discussion questions about the stakes and stakeholders, common reasons and rationalizations and examples of how firms and governance professionals have handled similar board challenges.

Product Details

ISBN-13:	9780367179397
Publisher:	Taylor & Francis
Publication date:	12/31/2020
Series:	Giving Voice to Values
Pages:	136
Product dimensions:	6.12(w) x 9.19(h) x (d)

About the Author

Cynthia E. Clark, Ph.D is a corporate governance and business ethics expert focusing on shareholder activism, ESG issues, proxy disclosures and data privacy. She has also conducted training sessions on ethical decision-making and optimal nominating and governance procedures to numerous senior management teams and boards of directors. She is widely cited in the media on governance issues, including recently in The Wall Street Journal, The Boston Globe, CNN, Reuters and multiple appearances on Bloomberg Radio. She is an active member and speaker with the National Association of Corporate Directors, 2020 Women on Boards and the Society for Governance Professionals. She is the author of Business & Society: Ethical, Legal and Digital Environments. Cynthia is also a Professor of Management and Director of the Geneen Institute for Corporate Governance at Bentley University.

Table of Contents

Acknowledgments xi

Abbreviations xiii

Introduction xv

Part 1 The giving voice to values (GVV) framework 1

1 The GVV framework 3

What are values? 3

Rationalizations 6

What is giving voice? 8

Using prescripting 10

Part 2 Corporate governance: A pursuit and a profession 13

2 Corporate Governance 15

What is corporate governance? 15

Figure 2.1 Definitions of Corporate Governance from differing perspectives 16

Stakes and stakeholders 17

Duties of the board 18

The corporate governance landscape 21

Figure 2.2 Key governance principles (ISC, Common Sense) 22

Part 3 Key issues in the boardroom 29

3 Monitoring and strategy roles 31

Board challenge #1: independence and the gray director 33

Applying GVV 34

Figure 3.1 PwC 2019 Corporate Directors Survey 36

Conclusion 41

4 Director selection and the nominating committee 44

Board challenge #2: what is our director selection process? 46

Figure 4.1 Percentage of CEO and Chairman Split 47

Applying GVV 48

Conclusion 56

5 CEO succession 61

Board challenge #3: CEO succession and planning for the future 62

Figure 5.1 Least trusted business sectors 64

Applying GVV 65

Conclusion 72

6 CEO compensation 75

Board challenge #4: CEO compensation and the rising star 78

Applying GVV 80

Figure 6.1 Next year's CEO market pay rates 84

Conclusion 85

7 Digital innovation and the boardroom 90

Information reuse and unauthorized access 92

Board challenge #5: cybersecurity or digital innovation? 94

Applying GVV 98

Figure 7.1 Board preparedness for cyber risk 104

Conclusion 104

Conclusion 108

Definitions 110

Index 113

Editorial Reviews

"Professor Clark’s outstanding and much-needed book, Giving Voices to Values in the Boardroom, starts from the premise that voicing one’s values matters to board decision-making, and values drive behavior. To change behaviors, director voices are needed.

Speaking up can be very challenging – and even costly – for directors.

Beginning with the central challenge in corporate governance – director independence – Dr. Clark critiques real boardroom situations that both strengthen and undermine director independence, competencies and dynamics. Then, Dr. Clark proceeds to tackle the central role of a board: CEO succession and compensation, and linking both of these to strategic execution. Dr. Clark concludes with the risks and opportunities of digitization, which has the power not only to disrupt business models but make companies obsolete. Again, voices matter. A good board is never in denial.

Based on weaving research with real board situations and interviews, Professor Clark’s book is a welcome and fresh perspective on the way boards actually impact performance (or not). This book makes a significant contribution to the field and should be a must-have for any director who wants to make a difference on the board on which they are a member. I highly recommend it!" - Richard Leblanc, FCMC, BSc, MBA, LLB, JD, LLM, PhD, Professor of Governance, Law & Ethics, York University, and Independent Advisor to Boards

From the Publisher