High Performance Boards - Didier Cossin

. .

Résumé :

About the Author xi

Acknowledgements xiii

Preface xv

Part I: The Four Pillars of Board Effectiveness 1

Joanne Marker and Board Service 3

Chapter 1 The Four Pillars of Board Effectiveness 9

The First Pillar: People Quality, Diversity, Focus, and Dedication 11

The Second Pillar: Information Architecture 13

The Third Pillar: Structures and Processes 14

The Fourth Pillar: Group Dynamics and Board Culture 16

Chapter 2 Governance Challenges around the World 19

Scientific Lessons from Natural Selection 21

What is Transformational Leadership? 22

Should We Trust Leaders? 23

The Governance DNA 24

Chapter 3 The Successful Director: Values and Character 27

Duty of Care 29

Duty of Loyalty 30

Duty of Compliance (or Obedience) 31

Integrity: A Key Characteristic of Board Directors 31

Chapter 4 The First Pillar: People Quality, Diversity, Focus, and Dedication 35

Quality and Diversity 35

Focus 38

Dedication 39

Chapter 5 The Second Pillar: Information Architecture 43

How Complete is Your Information? 44

Chapter 6 The Third Pillar: Board Structures and Processes 51

Processes 52

Committee Structure 53

Board Secretary 54

Lead Director or Vice Chair 54

Chapter 7 The Fourth Pillar: Group Dynamics and Board Culture 57

Understanding Group Dynamics 59

Coalitions Within a Board are Inevitable - and they Feed into Politics 62

Boards Fall into Traps 64

Drawing Strength from the Board's Potential 67

Developing Self- awareness 68

Board Culture 69

Summary Table to Part I: The Four Pillars of Board Effectiveness Toolkit 72

Checklist on People Quality, Diversity, Dedication, and Focus 72

Checklist on Information Architecture 73

Checklist on Structures and Processes 73

Checklist on Group Dynamics 75

Part II: Board Failures and Challenges 77

Chapter 8 Four Areas of Board Failure 79

Chapter 9 Risks and Ensuring the Right Board Risk Philosophy 83

Chapter 10 A Board Member's Practical Guide to Risk Thinking 87

The Physical Health Check: Technical Risks 87

The Mental Health Check: Behaviours 93

The Strategic Risk Check 96

The Governance Risk Check 98

Chapter 11 Elements of Advanced Risk Techniques for Board Members: From Quants to Cyber 101

The Why and How of Quantitative Risk Assessment for Boards 102

Integration of Risks 105

The Outcome of Risk Assessment 105

Cyber Risk 107

Chapter 12 Crisis Management 111

Crisis as a Turning Point 114

There is Work to be Done in Peaceful Times 114

Communication Principles 115

Another Powerful Weapon: Gathering Information 116

A Crisis Will Shed Light on Boardroom Fissures 118

Procedure vs Authenticity 119

Communicate Your Way to Rebuilding Trust 120

Chapter 13 The Four Tiers of Conflicts of Interest 123

Tier-I Conflicts: Individual Directors vs Company 124

Tier-II Conflicts: Directors vs Stakeholders 126

Tier-III Conflicts: Stakeholders vs Other Stakeholders 132

Conflicts of Interest within a Group of Stakeholders 136

Tier-IV Conflicts: Company vs Society 137

Chapter 14 High-level Fraud and Active Board Oversight 143

Why Does High-level Fraud Happen? 145

How to Create an Effective Oversight Environment 153

Tools for Anti-fraud Activities: Assessment, Prevention, Detection, and Investigation 159

Part III...