CEO Leadership
Navigating the New Era in Corporate Governance
9780226665160
9780226665337
CEO Leadership
Navigating the New Era in Corporate Governance
Corporate governance for public companies in the United States today is a fragile balance between shareholders, board members, and CEOs. Shareholders, who are focused on profits, put pressure on boards, who are accountable for operations and profitability. Boards, in turn, pressure CEOs, who must answer to the board while building their own larger vision and strategy for the future of the company. In order for this structure to be successful in the long term, it is imperative that boards and CEOs come to understand each other’s roles and how best to work together.
Drawing on four decades of experience advising boards and CEOs on how to do just that, Thomas A. Cole offers in CEO Leadership a straightforward and accessible guide to navigating corporate governance today. He explores the recurring question of whose benefit a corporation should be governed for, along with related matters of corporate social responsibility, and he explains the role of laws, market forces, and politics and their influence on the governance of public companies. For corporate directors, he provides a comprehensive examination of the roles, responsibilities, and accountability the role entails, while also offering guidance on how to be as effective as possible in addressing both routine corporate matters and special situations such as mergers and acquisitions, succession, and corporate crises. In addition, he offers practical suggestions for CEOs on leadership and their interactions with boards and shareholders. Cole also mounts a compelling case that a corporate culture that celebrates diversity and inclusion and has zero tolerance for sexual misconduct is critical to long-term business success.
Filled with vignettes from Cole’s many years of experience in the board room and C-suite, CEO Leadership is an invaluable resource for current and prospective directors, CEOs, and other senior officers of public companies as well as the next generation of corporate leaders and their business and financial advisors.
Drawing on four decades of experience advising boards and CEOs on how to do just that, Thomas A. Cole offers in CEO Leadership a straightforward and accessible guide to navigating corporate governance today. He explores the recurring question of whose benefit a corporation should be governed for, along with related matters of corporate social responsibility, and he explains the role of laws, market forces, and politics and their influence on the governance of public companies. For corporate directors, he provides a comprehensive examination of the roles, responsibilities, and accountability the role entails, while also offering guidance on how to be as effective as possible in addressing both routine corporate matters and special situations such as mergers and acquisitions, succession, and corporate crises. In addition, he offers practical suggestions for CEOs on leadership and their interactions with boards and shareholders. Cole also mounts a compelling case that a corporate culture that celebrates diversity and inclusion and has zero tolerance for sexual misconduct is critical to long-term business success.
Filled with vignettes from Cole’s many years of experience in the board room and C-suite, CEO Leadership is an invaluable resource for current and prospective directors, CEOs, and other senior officers of public companies as well as the next generation of corporate leaders and their business and financial advisors.
304 pages | 4 line drawings, 2 tables | 6 x 9 | © 2019
Economics and Business: Business--Business Economics and Management Studies
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Table of Contents
Introduction
Glossary of Acronyms
Glossary of Governance Terms of Art
Part I: The Policy, Law, and Market Forces That Have Created the New Era of Corporate Governance
1 What Is Corporate Governance and Why Do We Care?
2 The Threshold Question of Corporate Governance: For Whose Benefit Are Corporations to Be Governed?
3 The Forces That Shape Corporate Governance
Part II: The Board-Centric Corporation
4 The Role of the Board
5 Assembling an Effective Board
6 Duties, Accountability, and Protections of Directors
7 Routine Board Operations
8 Special Situations
9 A Digression on Private Companies, Not-for-Profits, and Congress
Part III: Activism and the Threat of Shareholder-Centricity
10 Activists and Their Goals and Tools
11 The Case against Shareholder-Centricity
Part IV: Challenges to CEO Leadership
12 The Problem
13 Elements of a Solution
Glossary of Acronyms
Glossary of Governance Terms of Art
Part I: The Policy, Law, and Market Forces That Have Created the New Era of Corporate Governance
1 What Is Corporate Governance and Why Do We Care?
2 The Threshold Question of Corporate Governance: For Whose Benefit Are Corporations to Be Governed?
3 The Forces That Shape Corporate Governance
Part II: The Board-Centric Corporation
4 The Role of the Board
5 Assembling an Effective Board
6 Duties, Accountability, and Protections of Directors
7 Routine Board Operations
8 Special Situations
9 A Digression on Private Companies, Not-for-Profits, and Congress
Part III: Activism and the Threat of Shareholder-Centricity
10 Activists and Their Goals and Tools
11 The Case against Shareholder-Centricity
Part IV: Challenges to CEO Leadership
12 The Problem
13 Elements of a Solution
Acknowledgments
Appendix 1: Flowchart Illustrating Proxy Voting
Appendix 2: Template for an Oral Board Self-Evaluation
Appendix 3: Template for M&A Agendas
Appendix 4: Primer on Valuation Methodologies
Appendix 5: Summary of Key Percentages
List of Abbreviations in Notes
Notes
Index
About the Author
Appendix 1: Flowchart Illustrating Proxy Voting
Appendix 2: Template for an Oral Board Self-Evaluation
Appendix 3: Template for M&A Agendas
Appendix 4: Primer on Valuation Methodologies
Appendix 5: Summary of Key Percentages
List of Abbreviations in Notes
Notes
Index
About the Author
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