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Copyright © 2015 by Peter Browning and William Sparks. All rights reserved.
Published by John Wiley & Sons, Inc., Hoboken, New Jersey.
Published simultaneously in Canada.
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ISBN 978-1-119-13336-0 (cloth); ISBN 978-1-119-13337-7 (ePDF); ISBN 978-1-119-13338-4 (ePub)
The authors would like to thank a number of colleagues, friends, and family members whose support and assistance made this effort possible. Our editor Mark Morrow's practiced and experienced hand kept us on track, providing critical insight, recommendations, and advice. Wanda Craig and Tamara Burrell assisted us in early drafts of the manuscript. Erika Weed helped in our research and social media efforts. We gratefully acknowledge the support of our business partners Dennis Whittaker, Allen Rogers, and, of course, Shannon McFayden. We are especially grateful for the advice, counsel, and support of Keith Eades. We appreciate the artistic talent of our graphic designer, Yeshua Perez. We would also like to thank Matt Davis at Wiley for his recommendations and patience, and especially for supporting this effort from the very beginning.
I would like to thank my fellow directors with whom I have served and learned so much over the past twenty-six years and my teammates at the two companies in which I served as CEO, where we learned together the role of the board, its strengths, and its limitations.
If not for the urging of my partner and friend, Will Sparks, I am not sure this book would have ever gotten off the ground, so I offer my deepest appreciation to him for his strong support and confidence that we could produce a useful, relevant book that would be helpful to aspiring and current directors. Of course, I want to acknowledge the hard work and incredible effort of Pat Rogers with whom I have worked for over twenty years. She is the only person capable of reading and deciphering my handwriting.
And, finally, I would like to thank my wife Kathy for her continuing and unwavering support, encouragement, and love.
I would like to thank my family, friends, colleagues, and students who have inspired, challenged, and supported me over the years. Thanks to my colleagues at EnPro Industries, especially Steve Macadam, Ken Walker, Robert McLean, and Susan Sweeney, for their support and encouragement. I owe a debt of gratitude to my colleagues at Queens University of Charlotte as well, especially Pamela Davies and John Bennett. I very much appreciate the attention to detail of Linda Healy Vespa and Elizabeth Henderson, who helped shape my writing, and to the late Jerry B. Harvey, John L. Lobuts, and Dominic J. Monetta, who helped shape my thinking. I would like especially to thank my family for their unwavering support. Finally, and, most importantly, I owe more than a debt of gratitude to Peter Browning who has been a mentor, colleague, and dear friend over the years; you've taught me more than you'll ever know.
Each corporate board has its own unique culture, created by the mix of directors, the personality and style of the CEO, and the culture of the company. Boards operate within this context to fulfill their fiduciary duties to shareholders while at the same time satisfying growing regulatory reporting requirements and regulations. It's a balancing act that is difficult at best.
The Director's Manual provides a proven, flexible framework to help boards of directors meet these challenging requirements while allowing each board to do so in the context of its own unique culture and business demands. The framework offered in this book provides guidance that is well suited for both established and new boards as they convene members and establish themselves within an organization.
Help is provided with regard to all aspects of board governance, including the role of the board, board schedules, dealing with a disruptive director, member selection, advice on management of group dynamics, and the creation of high-performing boards. Further guidance is contained in a comprehensive set of board and director assessments and a proprietary assessment (Board Culture Profile) that measures the most important determinant of board performance: group culture.1
The impetus for writing the book was rooted in both our interest in, and our experience with, board governance, and the increasing scrutiny of shareholders and shareholder activists in board structure and performance. We believe this book will be an essential educational and practical resource for both current and aspiring directors, since it blends leadership and research findings on organizational dynamics with practical, straightforward advice for corporate directors, along with a solid set of how-to best practices.
Corporate boards are influenced by the prevailing corporate governance climate outside the boardroom. If the economy is booming, unemployment is low, and the country's confidence is high, then a board's set of priorities and options are likely to be very different from those in times of economic and social uncertainty.
Although this may seem to be an obvious connection, most resources concerned with board governance don't fully explore the impact of this symbiotic relationship between the world inside the corporate boardroom and the realities of the world outside the boardroom. And, even when the impact of this board and real-world relationship is covered in these resources, little practical advice and useful tools are offered.
The Director's Manual directly addresses this information shortfall by providing governance guidelines that are not only clear and concise but also immediately applicable to every board type and environment.