Name: The Governance Revolution By Deborah Hicks Midanek
SKU: 9781547416448
Price: 14.93 USD
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The Governance Revolution Summary

The Governance Revolution: What Every Board Member Needs to Know, NOW! by Deborah Hicks Midanek

Boards of directors are sitting ducks. Shareholders complain and even attack, management manipulates, and individual board members have little power, able to act only as part of the board as a whole. Governance issues are front and center, yet there is often little understanding, even among board members, of the key role that they play. Written in an accessible and human voice, The Governance Revolution: What Every Board Member Needs to Know, NOW! provides information and context essential to anyone seeking to understand how corporations and their stewards-the board of directors-can and should function in the volatile world we inhabit. Deborah Hicks Midanek offers useful insight into what board members of corporations actually do, the current standards for board members and why they exist. She includes a timely discussion of how clarity of purpose can improve board and director effectiveness. Informed by her long experience serving public, private, and family owned corporate boards as well as those of charitable, and government organizations, she provides essential context regarding the evolution of board practice as well as candid discussion of the issues involved in the relentless effort to improve corporate governance processes. Focused mainly on the dominant public corporation, she also explores the special challenges of serving private and family owned as well as nonprofit and public agency boards. Written by a seasoned board member, and liberally laced with stories and cases illustrating the tricky issues directors wrestle with, this book is the essential common-sense companion for anyone working with a board, serving on a board, or wanting to do so. Directors, aspiring directors, investors, and students of corporate behavior will benefit from this highly readable description of the cloistered boardroom. For Roger Trapp's article in Forbes featuring a discussion of this title click here https://www.forbes.com/sites/rogertrapp/2018/10/22/independent-directors-nehttps://www.forbes.com/sites/rogertrapp/2018/10/22/independent-directors-need-to-stand-up-to-activists/#7060008826b0ed-to-stand-up-to-activists/#7060008826b0 For a Roundtable discussion in Financier Worldwide Magazine featuring Deborah Hicks Midanek please click here https://www.financierworldwide.com/roundtable-risks-facing-directors-officers-aug18#.W1BqQdVKiUk Click here for a review in Financial Analysts Journal https://www.cfapubs.org/doi/abs/10.2469/br.v13.n1.10 Click here for an excerpt on Corporate Board Member: https://boardmember.com/what-is-the-governance-revolution/

About Deborah Hicks Midanek

Deborah Hicks Midanek, Principal, Prevail Investments, LLC; Vice Chairman & Independent Director, Innovate MS., USA

Part I: The System and How It Came To Be 1 Chapter 1: How Our Governance System Began 3 The First Limited Liability Corporation 3 Amsterdam Stock Exchange Established to List VOC Securities 4 VOC Completes Initial Public Offering, Possibly World's First 4 The Governance of VOC Establishes the Model 5 The Lords Seventeen Governance Structure Drawn from Guild System 5 VOC Confronts a Large Activist Shareholder 6 . . . And a Bear Syndicate 6 The Corporate Form Advances and Spreads-And with It, the Board 7 Corporations Arrived in the New World 8 And Bubbles Burst 9 Chapter 2: The Emergence of the Corporation in United States 11 New York Pioneers Simple Incorporation Procedure 11 Boston Manufacturing Company is First Private Corporation in United States 12 Corporations Gain Power Under State Control 13 Economic Opportunity Expands; Farmers and Artisans Suffer Disruption 14 Corporate Control is Concentrated 15 How J.D. Rockefeller Went from Rags to Riches 15 The Government Fights Back, Kind Of 16 Early Days of the New York Stock Exchange 17 Teddy Busts the Trusts 19 Government Power Takes on Commercial Power: Teddy v J.P. 19 Unintended Consequences Lead to More Antitrust Laws 20 Chapter 3: Post-World War I Developments 23 The Stock Market Crashes 23 The Great Depression and FDR's New Deal 23 Safety Net for Banks Created 24 Regulation of Securities and Securities Markets Takes Root 25 Safety Net Extended to Citizens as Social Security is Born 25 Frustration Sets in as Unemployment Persists 26 Government and Business Mobilize for World War II 27 Roosevelt and Business Create Formidable Alliance 27 Solidarity Works Miracles 28 Wartime Success Reaches Far Beyond Battlefields 29 Chapter 4: The Glow Following World War II 31 The 1950s Board Role 31 Stock Market Investing is Patriotic Duty 32 The Nifty Fifty Catches On 33 Investor Relations Become a Corporate Function 34 Chapter 5: Shifting Dynamics from 1970 to 2000 35 Agency Theory is Born 35 The Stock Market Corrects 36 Outrage over the Wreck of Penn Central Fuels New Focus on Board Role 36 Broad Corruption Revealed Leads to Focus on Governance Per Se 37 The Board as Overseer Takes Root as Independent Directors Become Desirable 38 The Definition of Independence Proves Elusive; We Know It When We See It 38 The 1980s Board Role: The Board Becomes Important 39 Mighty Institutional Investors Weigh In 40 The Courts Recognize Independent Judgment of the Board as Mission Critical 41 Economic Uncertainty and Social Unrest Reduce American Confidence 42 Market Crashes on Black Monday 42 Changing Market Forces Become Visible 43 NYSE Establishes Safeguards 43 The 1990s Board: Independence Criteria Tighten as Equity Linked Compensation Grows 44 True Independence Grows in Value 45 Equity Linked Compensation Creates Moral Hazard 46 Independence of Mind Needs Help from Independence of Process 46 Revolving CEOs 47 Chapter 6: Post 2000 Intensification of Focus on the Board 49 Corruption Eruption Leads to Sarbanes Oxley and Growing Focus on Board 50 The Functioning of the Board of Directors Gains Attention 52 Sarbanes-Oxley Act 54 Part II: The Players and Capital Market Forces 59 Chapter 7: The Rise of Independent/Disinterested Directors 61 Considering Independent Director Effectiveness 61 Dueling Definitions 62 New York Stock Exchange Listing Requirements Stress Independence of Directors 62 Independent Directors Fill a Structural and Legal Need 66 Chapter 8: The Rise of Institutional Investors 69 Mutual Fund Development 69 Comments from Mutual Fund Leader John C. Bogle 71 The Growth of Passive Investing 74 The Defined Benefit Pension Plan Grows 75 Employee Retirement Income Security Act of 1974 (ERISA) Strengthens Pension Rules 76 The Defined Benefit Pension Plan Declines 77 Retirement Assets Shift into Mutual Funds 78 Public Sector Pension Plans 78 The Growing Pension Crisis 79 Investing by Public and Private Plan Fiduciaries 80 Shifting Patterns of Share Ownership in United States 82 The Perils and Possibilities of Concentrated Share Ownership 83 The Rise of Proxy Advisor Power 84 Proxy Advisors Helped Interpret High Volume of Information 85 Responsible Voting of Proxies in Best Interests of Clients Required 85 Proxy Advisors Take Heed: Physician, Heal Thyself 86 Chapter 9: The Impact of The Great Inflation 89 The Seeds of the Great Inflation Are Sown by the Fateful Phillips Curve 89 Our Economy Fights Another War, on Several Fronts 91 Employment v. Inflation 91 Federal Reserve Chairman Volcker Toughs It Out 92 Impact of Prolonged Inflation on Capital Market Innovation 94 Securitization Solves a Genuine Problem, and Turns the World Upside Down 94 Not Your Daddy's Trading Floor 95 Interest Rate Arbitrage Comes of Age with the Swap Market 96 Chapter 10: Mortgage Backed Securities and Structured Products Conundrums 99 Using Securitization Techniques, the Sky Was the Limit-Or Maybe Not 100 The Mortgage Derivative Market Implodes 101 Hark, Securitization of Sub Prime Mortgages Begins 101 Earnings as Defined by Generally Accepted Accounting Principles May Not Create Cash 102 Sub Prime Industry Almost Died in 1998 103 Public Policy Starts the Subprime Cycle Again 103 Repeal of Glass Steagall Act Allows Commercial Banks and Investment Banks to Compete 104 And We Pushed Ourselves into the Abyss 105 Low Interest Rates Fuel Frenzies in Multiple Arenas 105 Collateralized Debt Obligations Explode, In More Ways Than One 106 The Abyss Itself 106 Multiple Financial Institutions Fail 107 And WaMu, Too, Bites the Dust 108 Chapter 11: The Aftermath of the Abyss 111 Chapter 12: The Rise of Leveraged Buyouts, High Yield Bonds, and Private Equity Investment 113 No Longer Your Granddaddy's Way to Buy a Company 113 The Venture Capital Firm is Born 114 The Private Equity Fund is Born 114 The Leveraged Buy Out Arrives 115 Pension Plans Buy in to Private Equity Investing 116 The Hostile Takeover Epidemic 117 The Role of Michael Milken 117 Milken Flexes His Funding Muscles 118 Corporate Titans Are Shaken by an Upstart 119 The Government Fights Back-For Real 119 Giuliani Plays Hardball with RICO Threat 120 Milken Pleads, and NOT to Engaging in Insider Trading 121 And Drexel Fails 122 And Restructures Its Own Board of Directors 122 Lasting Impact of Milken and Drexel Burnham 123 Private Equity Goes Public 123 Chapter 13: The Rise of Hedge Funds and Emergence of Aggressive Activism 125 Hedge Funds Remain Largely Opaque and Unregulated 125 Hedge Funds Emerge as Activists 126 Traditional Institutional Investors Join the Fray 127 The Current Impact of Activism 128 Voting Results on Shareholder Proposals 129 Chapter 14: The Evolution of the New York Stock Exchange 131 Part III: The Role of The Board 133 Chapter 15: Clarifying the Rights and Roles of the Board and the Shareholders 137 The Board Serves the Corporation as Its Agent 138 The Powers of the Board 139 Public Company Ownership 140 Functional Principles of the Board 141 Accountability of the Board 143 Defining Board Success 143 The Purpose of the Corporation Project 145 Short Termism Really Is a Problem 146 Chapter 16: Assessing the Proliferating Policies and Principles 149 OECD Encourages Adoption of National Codes of Governance 150 Other Voices Join in 150 Chapter 17: Considering the Proposed New Paradigm 153 Summary Roadmap for the New Paradigm 153 The New Paradigm Attempts a Synthesis of Good Corporate Governance Concepts 155 Proposed Investor Behavior 158 New Paradigm Proposes Integrated Long-Term Investment Approach 159 Proposed Integration of Citizenship Matters into Investment Strategy 159 Proposed Disclosure of Investor Policies and Preference 160 And Now Comes CIRCA, Council for Investor Rights and Corporate Accountability 161 Activist Playbook 162 Proxy Fights and Shareholder Candidates 163 The Bower and Paine Analysis of Maximizing Shareholder Value as Corporate Goal 163 The Dangers of Agency Theory 165 Part IV: Doing the Job 169 Boards Must Protect Corporation Regardless of Conflicting Agendas 169 Chapter 18: Review Issues for Boards to Address Highlighted by NYSE 171 Executing the Work of the Board 173 Chapter 19: Establish the Appropriate Tone at the Top 175 Relentless Focus on Ethical Behavior and Discerning the Right Thing to Do 178 Training as to What Ethical Behavior Means is Important in Our Changing World 179 Ensure Reports on Compliance are Made Directly to the Board Periodically 179 Chapter 20: Choose the CEO Wisely and Actively Plan for Succession 181 Keep the Emergency Succession Plan Current 181 Build a Future View of Company Needs into Longer Term Succession Planning 182 Setting Criteria and Developing Possible Candidates 182 Work with the Incumbent 183 Know Your Senior Management Team 184 Chapter 21: Develop a Strong Organizational Framework 187 Chapter 22: Tailor Board Work to the Company 189 Board Leadership 189 Committee Structure 190 Audit Committee 192 Compensation Committee 194 Nominating and Corporate Governance Committee 195 Other Committees 196 Special Committees 196 Special Negotiation Committee 196 Special Litigation Committee 197 Special Investigation Committee 197 Board Information 198 Information Security 198 Collegiality 199 Manage Communication Mindfully 199 Executive Session 201 Meeting with Management 201 Setting the Agenda 202 Facilitate Candid Communication and Trusting Relationships 202 In Crisis the Buck Stops with the Board 203 No Time to Resign 204 Chapter 23: Focus Intently on Compensation 205 Executive Compensation 205 Fairly Compensate Directors 205 Chapter 24: Seek Wisdom, Courage and Breadth of Experience in Director Recruitment 207 Get the Right Mix of Directors in the Boardroom 208 Value Tempered Judgment over Technical Expertise 2108 Chapter 25: Actively Evaluate Board Performance to Constantly Improve 213 Developing the Process 213 Chapter 26: Manage Risk Effectively 217 Further Comments on the Board and Cybersecurity 220 Never Underestimate the Impact of Human Error 221 Importance of Plans 221 Chapter 27: Independently Evaluate the Impact and Execution of Transactions 223 Chapter 28: Communicate Clearly, Consistently and Constantly 225 Part V: Hazards and Their Navigation 229 Chapter 29: Address Individual Hazards and Personal Fear 231 Liability Concerns 231 Efforts to Insulate Directors 232 Directors and Candidates Should Understand the Protections They Have 234 Beware the Responsible Corporate Officer Doctrine 234 Chapter 30: Navigate Corporate Hazards and Distressed Situations 237 Liquidity: What to Do When Cash Runs Low 238 Form a Board Committee to Focus Closely on the Emergency 238 Is This Really a Role for the Board? 240 The Corporation Is Counsel's Client; The Board Retains Counsel 241 The Next Step: Assess Viability 241 Bringing in Help 244 Assessing Leadership Resources 245 Structuring the Leadership Role 245 Communicate the Plan, and the Progress 246 Just Do It 247 Appreciation of the Effort Put in Goes a Long Way 248 Yes, Virginia, You Did Sign Up for This 248 Becoming the Debtor in Possession 248 Chapter 31: Recognize and Rectify Hazards of Board Process 251 Continuing Confusion as to Responsibility and Authority 251 Group Think 252 Faulty Filters 252 Corporate Myths 253 Conformity Pressure 253 The State Dinner 254 Bullying 254 Chapter 32: Know that Steady, Purposeful Work is the Antidote 255 Reading the Room 255 Preparing 256 Owning Your Style 256 Finding Your Point of View-and Theirs 256 Leading with Your Ears 257 Addressing Biases 257 Overconfidence 258 Confirmation Bias 258 Survival Bias 259 Attribution Bias 259 Building a Championship Team 260 Dissent is Not Disloyalty 261 Building a Portfolio of Roles 261 Chapter 33: Survive Success and Relentlessly Build Resilience 263 Conclusion: Own the Role and Build the Future 267 Index 269

Additional information

Sku

CIN1547416440VG

ISBN 13

9781547416448

ISBN 10

1547416440

Title

The Governance Revolution: What Every Board Member Needs to Know, NOW! by Deborah Hicks Midanek

Author

Deborah Hicks Midanek

Series

The Alexandra Lajoux Corporate Governance Series

Condition

Used - Very Good

Binding type

Paperback

Publisher

De Gruyter

Year published

20181008

Number of pages

316

Prizes

N/A

Cover note

Book picture is for illustrative purposes only, actual binding, cover or edition may vary.

Note

This is a used book - there is no escaping the fact it has been read by someone else and it will show signs of wear and previous use. Overall we expect it to be in very good condition, but if you are not entirely satisfied please get in touch with us

The Governance Revolution Deborah Hicks Midanek

The Governance Revolution by Deborah Hicks Midanek

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The Governance Revolution Summary

The Governance Revolution: What Every Board Member Needs to Know, NOW! by Deborah Hicks Midanek

About Deborah Hicks Midanek

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