From a roundup of new books, insights on board effectiveness, leadership strategies, corporate insolvency, an unconventional hire, making a difference ... and a case of mistaken identity.
The sea change in board governance
From The Director's Manual by Peter Browning and William Sparks. Copyright [c] 2015 by the authors. Published by John Wiley & Sons Inc. (www.wiley.com/business).
While some suggest that our current board governance environment is a result of the Sarbanes-Oxley Act, that assertion would be only partially true. Certainly, the Sarbanes-Oxley Act has had a profound impact on the internal reporting requirements of corporations.
However, the pivotal change that would forever change the landscape of corporate boards took place on Aug. 1, 2002. That's when the NYSE Board of Directors approved and submitted to the SEC for approval a revision to their Listed Company Manual that recommended, among others, the following corporate board guidelines:
* A majority of corporate board members must be independent; that is, they cannot have any material interest in the corporation.
* Independent directors are the only voting members of the board.
* Boards must have a minimum of three standing committees: audit, compensation, and governance/nominating.
Edited by James Kristie. Excerpts reprinted with permission of the publishers. All rights reserved.
* Boards must be conducting annual assessments of the CEO, the board itself, and each of the three standing committees.
* Independent directors must meet periodically in executive session without company management being present.
Of all the Listed Company Manual changes approved by the NYSE, the last one requiring the independent directors to meet without the CEO represents a sea change in the world of board governance. Prior to this change, CEOs never would have allowed this meeting to take place, and with good reason; you never know what might be discussed in the meeting, including a CEO's performance and compensation.
Peter Browning is founder and managing director of Peter Browning Partners LLC, a board advisory service that helps directors address tough questions in board governance. He has served on the boards of 13 public companies, two as CEO. Will Sparks is a managing partner with Peter Browning Partners (www.peterbrowning.com).
Early detection is what is needed
From Distressed Investment Banking: To the Abyss and Back (Second Edition) by Henry F. Owsley and Peter S. Kaufman. Copyright [c] 2015 by Beard Books. Published by Beard Books (www. beardbooks.com).
People in our culture are driven to succeed, to take risks. And few people...