For Your Bookshelf …

• Date: 01 November 2016
• Published date: 01 November 2016
• Author: Jannice Moore
• DOI: http://doi.org/10.1002/bl.30062

6 BOARD LEADERSHIP

For Your Bookshelf …

Reviewed by Jannice Moore

Jannice Moore is president of The Governance Coach™, specializing in coaching

boards to apply Policy Governance principles for optimum effectiveness.

The Handbook of Board Governance:

A Comprehensive Guide for Public,

Private, and Not-for-Profit Board

Members, 1st edition

by Richard Leblanc (Editor)

John Wiley & Sons, 2016

Richard leblanc has tackled a mas-

sive task in bringing together this

859-page compendium of current

governance thinking. Selecting from a

multiplicity of sources, he has included

a wide variety of authors, providing

perspectives from the United States,

Canada, Europe, the United Kingdom,

Australia, and New Zealand. A number

of the authors also draw on wider inter-

national experience. There are articles

by board chairs, CEOs, and directors,

as well as academics, researchers,

consultants, shareholder advisors, and

corporate counsel.

This is not a book to sit down and

read cover to cover. Rather, it is an

excellent resource into which to dip

when you want to obtain a cross sec-

tion of current thinking and issues

related to a specific governance topic.

Many authors also address their per-

ceptions of where governance is going

in the next five to ten years. Articles in

each of the eight sections of the book

are grouped around a given theme. In

a short review it is impossible to do jus-

tice to individual articles, and I regret

not being able to reference more than

a few chapter authors. Richard LeBlanc

provides a twenty-two-page editor’s

précis of the book’s contents. The

length of the précis is a good indica-

tor of the wide-ranging scope of the

book. I will provide a bird’s-eye view,

occasionally briefly “landing” in a chap-

ter for a closer look, and adding a few

comments from my perspective as a

governance consultant with twenty-

five years’ experience working with

a wide range of boards primarily in

public-sector and large not-for-profit

organizations.

The opening section addresses

the board’s responsibilities. Authors

Useem, Cary, and Charan tackle

building more engaged leadership

in the boardroom and the implica-

tions for recruitment of new board

members. Indeed, one could write

an entire book on the meaning of

“engaged leadership” and how that

plays out in different types of boards.

This topic left me wanting more. The

authors’ reference to Warren Buf-

fett’s comment that “… collegiality

trumped independence [and a] cer-

tain social atmosphere presides in

boardrooms where it becomes impoli-

tic to challenge the chief executive”

made me wish that the book had

included an article by Buffett himself,

whose annual shareholder letters,

with significant governance relevance,

are widely read.

Chris Pierce provides a cogent

summary of ten trends in corporate

governance: increased use of cor-

porate governance codes; higher

levels of regulation and enforcement;

greater board diversity, including

independent directors, gender, eth-

nicity, and age diversity; more focus

on strategy, value creation, and

corporate responsibility; increased

emphasis on the governance of risk;

greater emphasis on information

governance; greater emphasis on

compensation governance; greater

emphasis on accountability and

responsibility to shareholders and

other stakeholders; increased use of

board evaluations; and director and

board development. In subsequent

sections of the book, many of these

trends are addressed in more depth.

A chapter on the nonexecutive

chairman is pertinent to corporate

boards (by which I mean for-profit

boards) but has less relevance for not-

for-profit and public-sector boards,

where the usual lack of insider board

members makes this largely a nonissue.

In general, noncorporate boards will

find information that can be applied

with some tweaks throughout the

book, but the underlying premise for

most articles appears to be governance

of for-profit corporations. Two chap-

ters on CEO succession and succession

planning, with valuable content for all

boards, round out the first section.

Section II addresses the question,

“What makes for a good board?” Dr.

Leblanc offers the first chapter here,

addressing the importance of direc-

tor independence, competency, and

behavior. He identifies ten director

behaviors that should be assessed:

independent judgment, integrity, orga-

nizational loyalty, commitment, capac-

ity to challenge, willingness to act,

conceptual thinking skills, communica-

tion skills, teamwork skills, and influ-

ence skills. In another chapter Solange

Charas emphasizes the critical impor-

This is not a book to sit

down and read cover

to cover. Rather, it is

an excellent resource

into which to dip when

you want to obtain a

cross section of current

thinking and issues

related to a specific

governance topic.