Table of Contents
Epigraph
Title Page
Copyright Page
Foreword
Introduction
Imperfect Board Members
Smart and Healthy
A Quick Read, A Fun Story
Discipline for Directors
More Than a Story—Prepare to Take Action
CHAPTER ONE - ON THE EDGE
CHAPTER TWO - A GLIMMER OF HOPE
CHAPTER THREE - THE SECRET FORMULA
CHAPTER FOUR - THE ENEMY WITHIN
CHAPTER FIVE - UNRAVELING FROM THE INSIDE
CHAPTER SIX - REBUILDING FROM THE GROUND UP
CHAPTER SEVEN - ONE STEP FORWARD, TWO STEPS BACK
CHAPTER EIGHT - EXPECT MORE
CHAPTER NINE - CATCHING THE WIND
CHAPTER TEN - UNCOVERING THE GEM
CHAPTER ELEVEN - BREAKTHROUGH
CHAPTER TWELVE - THE BIG DAY
AFTERWORD
RECOMMENDED READING ON GOVERNANCE
NOTES
Acknowledgments
THE AUTHOR
“This is an interesting approach to learning more about governance. The parable is not only helpful to anyone involved in governance of an agricultural cooperative, but also with family, family businesses, church, and community. It is an easy read and has a happy ending! This book can help make your life and the lives of those around you easier.”
—Don Schriver, retired executive vice president, Dairy Farmers of America and former chair, National Council of Farmer Cooperatives
“The Imperfect Board Member is a very easy read. It is of great value to anyone serving on a board, be it a private, public, or not-for-profit organization.”
—Hon. Lyle Vanclief, P.C., former Canadian Minister of Agriculture and Food; certified director, Institute of Corporate Directors
Copyright © 2006 by Jim Brown. All rights reserved.
Published by Jossey-Bass A Wiley Imprint 989 Market Street, San Francisco, CA 94103-1741 www.josseybass.com
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Library of Congress Cataloging-in-Publication Data
Brown, Jim.
The imperfect board member : discovering the seven disciplines of governance excellence / Jim Brown.
p. cm.
Includes bibliographical references.
ISBN-13: 978-0-7879-8610-0 (cloth) ISBN-10: 0-7879-8610-0 (cloth)
1. Boards of directors. 2. Corporate governance. I. Title.
HD2745.B735 2006
658.4’22—dc22
2006019149
HB Printing
FOREWORD
It used to be that people looked up to boards of directors. They had no real idea what boards did; still, they trusted that these surely were honorable and important groups. But now that strange names like Enron and Sarbanes and Oxley have become a part of everyday language, the luster of boards has faded and the scrutiny of their work has increased. Unfortunately, most of that attention has focused on fiduciary responsibilities and legal liabilities, making it entirely likely that when all of this blows over, people will still be as bored with and confused by boards as they were before.
This is why The Imperfect Board Member is such an important book. In two equally important ways, it gives us a compelling look at how boards can truly add value, and along the way it shows us why boards are so important.
First, it makes the work of boards human. In spite of how boards are depicted in Hollywood, they do not consist of a bunch of cigar-smoking men in pin-striped suits sitting around in a dark, wood-paneled conference room figuring out how to deceive or manipulate naïve stockholders.
The truth is, most boards are made up of ordinary people. They are grandparents. They are Little League coaches. They are next-door neighbors. And they are often volunteers who have nothing to gain from sitting on a board other than taking part in a learning experience and knowing that they are contributing to something important.
Second, The Imperfect Board Member makes the work of boards entirely understandable and accessible. Sparing us the jargon that induces sleepiness, it provides a clear description of what boards should—and shouldn’t—be doing.
This may sound like I’m saying this is a book for people who aren’t on boards. In part, I am. Better than anything before it, this book will help the average person grasp what legitimate board work is about. It’s ideal for the middle manager who wonders what the company’s board is really for. It’s important for the majority of investors who are brave enough to put some of their hard-earned savings into stocks but are too intimidated to attend an annual meeting. It’s what all front-line volunteers in a community service group need so they understand the part the board has to play.
But even more, The Imperfect Board Member is a book for actual board members. The author—a friend of mine—often jokes that a greeter at Wal-Mart gets more orientation than most board members ever do. We all know that’s no joke. It’s true for boards of every description. And it’s appalling. Although it sounds extreme, management guru Peter Drucker wrote, “There is one thing all boards have in common . . . They do not function.”
For over a decade, Jim Brown and his team have been helping boards overcome their dysfunctions and govern well. Now this book extends the clarity of their perspective and the wisdom of their insights to everyone who cares enough to make a difference.
Jim does all this by painting a picture of real, likeable people struggling to be better board members and leaders. As they encounter twists and turns and pitfalls, we learn and grow with them. Whether we’re directors of large corporations or board members of small community non-profits, we see ourselves in this story. Most important of all, we’re left with a renewed vision. Boards really can add value to the organizations they serve. Board members really can work together in meaningful and rewarding ways. And even though we all have imperfections, governance excellence really is possible.
July 2006
PATRICK LENCIONI
INTRODUCTION
BOARDS MATTER
When my partners and I began our consulting practice in the middle of the 1990s, most people had no idea what the word governance even meant. Typically, board members presumed they were elected or appointed because of their wisdom and experience. Typically, CEOs and executive directors considered the board to be a necessary nuisance. Neither board members nor senior executives considered board coaching or director development to be of consequence. Indeed, there seemed to be a stigma that accepting any such service would be tantamount to admitting they were not qualified to be at the board table.
Lesen Sie weiter in der vollständigen Ausgabe!
Lesen Sie weiter in der vollständigen Ausgabe!
Lesen Sie weiter in der vollständigen Ausgabe!
Lesen Sie weiter in der vollständigen Ausgabe!
Lesen Sie weiter in der vollständigen Ausgabe!
Lesen Sie weiter in der vollständigen Ausgabe!
Lesen Sie weiter in der vollständigen Ausgabe!
Lesen Sie weiter in der vollständigen Ausgabe!
Lesen Sie weiter in der vollständigen Ausgabe!
Lesen Sie weiter in der vollständigen Ausgabe!
Lesen Sie weiter in der vollständigen Ausgabe!
Lesen Sie weiter in der vollständigen Ausgabe!
Lesen Sie weiter in der vollständigen Ausgabe!
Lesen Sie weiter in der vollständigen Ausgabe!
Lesen Sie weiter in der vollständigen Ausgabe!
Lesen Sie weiter in der vollständigen Ausgabe!
Lesen Sie weiter in der vollständigen Ausgabe!