Chairman of the Board: A Practical Guide - Hardcover

Lechem, Brian

Hardcover

ISBN 10: 0471228893 ISBN 13: 9780471228899

Verlag: Wiley, 2002

Inhaltsangabe

Practical, real-world advice for the most challenging of positions
The role of the chairman of the board is an art form that varies with the size, type, and corporate climate of the organization. Chairman of the Board provides practical guidance on this critical role, offering advice on matters such as how to work with the CEO, ethical considerations, corporate social responsibility, and performance evaluation of boards and board members. Seasoned executive Brian Lechem discusses regulatory requirements and legal exposures relating to board responsibilities and how to minimize risks to company resources. Real-life examples illustrate how challenges have been met by companies with both positive and negative results. Information on board regulations for not-for-profit and government agencies and Canadian and U.K. companies lends the book broad appeal.

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Über die Autorin bzw. den Autor

BRIAN LECHEM is President of Boardroom Advisory Services, a consulting practice, and editor of Boardroom newsletter, based in Toronto, Canada. He is founder President, a fellow, and former executive director of the Institute of Corporate Directors, a Canadian organization allied with the National Association of Corporate Directors in the U.S. and the Institute of Directors in the U.K.

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Praise for Chairman of the Board

"Board chairmen will find Brian Lechem's book an excellent resource for addressing the issues that arise from the ongoing role of the chairman in managing the governance systems of their corporations."
-Peter Dey
Chairman
Toronto Stock Exchange Committee on Corporate Governance in Canada
Partner
Osler, Hoskin & Harcourt LLP

"Brian Lechem is the first authority to define a chair's role in a timely and very readable book-Chairman of the Board: A Practical Guide. As chair of two publicly traded companies and one not-for-profit, I find that there is little 'guiding hand' advice. I would highly recommend chairs of all boards, and those aspiring to the office, to read this book."
-Jon K. Grant
Chairman of the Board
CCL Industries Inc., Laurentian Bank of Canada, and the Canadian Canoe Museum

"Chairman of the Board is much more than a practical guide for chairs. It is a well-written, thoughtful review of the myriad problems facing everyone with responsibility for the governance of an organization."
-James Gillies
Professor Emeritus
Schulich School of Business

Aus dem Klappentext

The role of the chairman of the board is unlike any other in the modern corporation, one that requires a simultaneous grasp of the big and small picture. The chairman exerts extraordinary influence over the strategic direction of the company, yet at the same time must manage the delicate relationships and critical business of the board of directors. Remarkably, precious little research has been conducted into the nature of chairmanship, and most chairmen are forced to learn on the job, with no training or formal preparation. Writing primarily for new chairmen, chairmen of small to midsize businesses, and chairmen in the nonprofit sector, while also offering practical guidance to seasoned leaders of major corporations, Brian Lechem provides a fascinating look at the essential duties of this pivotal role in Chairman of the Board: A Practical Guide.

As companies become more and more international and accountability requirements increasingly stringent, the chairman of the board must confront a constantly evolving array of risks and responsibilities. Lechem identifies a chairman's four primary functions:
* Concentrate on strategic leadership, focusing on an appropriate and realistic vision
* Ensure that the board is constituted with a good blend of skills, experience, and business competence
* Guarantee that the corporation has the policies, procedures, and resources in place to achieve its goals
* Monitor the achievement of these goals and ensure that the board is provided with the appropriate information it needs to be effective

Lechem offers practical advice on matters such as how to work with the CEO, ethical considerations, corporate social responsibility, and performance evaluation of boards and board members. He discusses key regulatory issues and legal exposures the board must address in an increasingly litigious society and addresses the thorny problem of board disagreement and dissent-the moment "management" is tossed aside and a chairman's "leadership" must take center stage.

Chairing a board of directors undoubtedly requires a host of intangible skills, but applying Brian Lechem's proven, practical guidelines will nevertheless give a chairman the best chance for success. Chairman of the Board is a must-read for any professional who aspires to the peak of his or her profession.

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Chairman of the Board

A Practical GuideBy Brian Lechem

John Wiley & Sons

ISBN: 0-471-22889-3

Introduction

A Question of Style

There is a difference between leadership and management. Leadership is of the spirit, compounded of personality and vision; its practice is an art. Management is of the mind, more a matter of accurate calculation, of statistics, of methods, timetables and routines; its practice is a science. Managers are necessary; leaders are essential. -Field Marshal Lord Slim, Address to Australian Institute of Management, 1957

If there is one topic about which little has been written, and even less consensus achieved, it is the role of the chairman of the board in the North American context. The very title conjures up connotations of grandeur, like Admiral of the Fleet. In reality, the chairman of the board is probably the pivotal figure in projecting the image of a successful and profitable corporation.

If one were to ask the majority of board chairmen what they considered to be their primary function, one can guarantee many different responses, so vague is the concurrence. This book attempts to present an understanding of the function of chairman and to define the essential aspects of what constitutes the role. This book also will provide practical assistance to board chairmen. Much of what is included has relevance to organizations in the not-for-profit and volunteer sectors, many of which have substantial budgets and should, wherever practicable, follow closely the lines upon which a successful business is operated. Some of the key issues also have parallels. For example, the vital relationship between the chairman and the chief executive officer, which is considered in some depth, has a parallel in considering the relationship between the chief elected officer, often called the chairman, and the chief staff officer of a volunteer organization, increasingly called the president.

It is also written with a view toward helping chairmen and potential chairmen of medium-size and smaller enterprises, although chairmen of large companies also may feel that this book offers practical assistance. The book will be especially useful for the first-time chairman and for the board of a recently listed public company or one soon to be seeking an initial flotation.

Even the person acting as chairman of a privately held enterprise that has outgrown the ability of its founders to handle everything themselves will find useful information in this book. The principles of sound corporate governance remain the same; only the scale changes.

ORIGIN OF THE ROLE OF CHAIRMAN

The title "chairman of the board" raises a number of interesting connotations. According to the Oxford English Dictionary, the word "chairman" is gender neutral, as it comes from the same root as the word "human" and is defined as the occupier of a chair of authority, the person chosen to preside over a meeting, a company, a corporate body. The terms "he," "she," "his," and "her" are frequently used within this text to reflect the fact that men and women both serve as chairmen. Perhaps Sir Adrian Cadbury puts it best in the introduction to his fine book The Company Chairman when he states: "I come back to the word 'chairman' because, leaving aside the seventeenth century use of the word for someone whose occupation was to wheel bath-chairs, its dictionary definition is both established and precise." Wherever the term "chairman" appears, it is intended to have equal application to both sexes.

Although some people prefer to use "chairperson" or even "chair," the traditional term is more appropriate. More important, the term "chair" really confuses the person with the office. One can seat someone in the chair or, in the university sense, create a chair for a professor, but the chair denotes the office, not the person occupying it.

It is a strange thing, but the actual position of chairman is also ill-defined both from a statutory and practical aspect. Put simply, the chairman, in the context of this book, is the person whom the board of directors elects to take the chair at a meeting. It need not be the same person for every meeting, and the directors in theory can choose whoever they wish from among their number to preside over their activities. In reality, they rarely do.

Legally, all directors have equal responsibilities, have one vote, and the majority prevails. Even the practice of allowing the chairman a second or casting vote is outmoded. In simple terms, if a resolution fails to receive a majority of votes, the motion is lost. Conversely, there is nothing to say that the chairman votes only if there is a tie, although some old-fashioned bylaws still perpetuate this practice. The chairman has an obligation to vote just like every other director, and in this situation an abstention is not necessarily a recommended course of action, but it does constitute a recorded vote. Further, a majority vote commits the entire board, whatever the position of individual directors, unless of course the resolution or decision is illegal or ultra vires (outside or beyond the authority of the board).

The development of the role of chairman has acquired increased significance in recent years. According to Cadbury:

The pace of business activity has become more hectic and public attention focussed on companies has become greater. Companies have grown larger and more international and have extended the range of goods and services which they supply. Their growth had involved bids and mergers on an increasing scale. The public is now only too conscious of the impact which such events as takeovers, closures, and the ups and downs of trade in general can have on their lives.

Because the role of chairman is evolutionary, one has to allow for a degree of customization according to the personalities involved and, importantly, the stage of development of the corporation itself. But the most important aspect must be for the chairman to ensure, as far as possible, that the board is effective and that it provides the leadership, in a strategic sense, that the company needs.

One danger is that a board may tend to micromanage: become involved in some of the minutiae of operational management that is not really part of its brief. It may consider that fulfilling its role of monitoring management is its principal focus, which it is not-it is only one of them. A chairman must maintain a careful balance between the board setting objectives for management to achieve and becoming too deeply involved in their achievement. As Cadbury puts it: "The board drives and encourages as well as checks."

One of the most frequent objections raised to boards of directors is that they still remain "old boys' clubs." In addition, membership of a board, particularly a high-profile one, is still regarded as a sinecure without specifically ensuring that the board incorporates those two key elements: competence and an appropriate balance of membership.

Therefore, the modern role of the chairman is to oversee that the board:

Concentrates on strategic leadership and focuses on an appropriate and realistic vision

Is constituted with a good blend of skills, experience, and business competence

Ensures that the corporation has a realistic set of goals and objectives, and the policies, procedures, and resources in place to achieve them

Regularly monitors...

Details zur Ausgabe

• Verlag: Wiley
• Erscheinungsdatum: 2002
• Sprache: Englisch
• ISBN 10: 0471228893
• ISBN 13: 9780471228899
• Einband: Gebundene Ausgabe
• Auflage: 1
• Anzahl der Seiten: 216
• Kontakt zum Hersteller: Wiley-VCH GmbH; product_safety@wiley.com; ; Boschstrasse 12; Weinheim; 69469; Deutschland