The Black Box of Governance
Boards of Directors Revealed by Those Who Inhabit Them
In the world of corporate governance, the board of directors is often viewed as the "black box" of companies: only the board members who are seated at the meeting table understand how this "decision-making machine" works. In this book, a board member with over 25 years’ experience pulls off the lid and shows both how boards have worked and how they could work.
This book is grounded in extensive research in three different surveys: one with more than 100 Brazilian directors, another with 340 board members from 40 countries, and a final one with 103 Brazilian directors serving on 238 boards. It also includes interviews with Ira Millstein, Sir Adrian Cadbury, Robert Monks and Mervyn King. The inner-workings of the board of directors are revealed:
• What keeps directors awake at night
• Obstacles to efficient decision-making
• Behavioral dynamics, both within the board and in relation to the management
• Pitfalls that arise from individual and group biases
Based on these insights and the author’s own consulting and board experience, the book presents a guide to behavioral tools enabling directors and executives to confidently navigate the boardroom, improving interactivity and the efficiency of the decision-making process. Intended for directors and executives who are directly involved in the board's activities, as well as for leaders responsible for strategy implementation, this book provides a behavioral compass for all those interacting with the "black box."
Table of Contents
Foreword by Ira Millstein; Foreword by Sérgio Rial; Foreword by Karina Litvack; Introduction; PART I The Black Box 1 The Decision-Making Machine; 2 Alone, But Always Accompanied; 3 Relations under Tension; 4 The Chair of the Board, Too Often Misunderstood; 5 What Keeps Board Members Awake at Night?; PART II Thinking Outside the Box 6 The Myth of Corporate Rationality; 7 The Behavioral Compass
Sandra Guerra has more than 25 years of experience in the board of directors and corporate governance. She was co-founder and chair of the Brazilian Institute for Corporate Governance (IBGC) and board governor of the International Corporate Governance Network (ICGN). She holds a Master of Science degree in business.
"The Black Box of Governance is an important read for both corporate directors and management, as well as for anyone who expects 'good governance' in the boardroom. It provides an international context – the issue is not restricted to one country, it’s global."
Ira Millstein, corporate lawyer and senior partner at Weil, Gotshal & Manges
"A very positive attribute of The Black Box of Governance is that, although based on research among the most renowned theorists, the author presents us with an eminently practical book."
Sergio Rial, Banco Santander's CEO in Brazil and member of Delta Airlines' BoD
"… that’s what makes this such a compelling read. It artfully weaves together a panoramic review of all the leading academic research on board governance with real-life stories told by real-life people, who speak candidly about the best and the worst of human nature in the high-stakes, sometimes inglorious world that is the boardroom. Each and every one of these stories rings true."
Karina Litvack, non-executive board director at Eni S.p.A and director at BSR (Business for Social Responsibility) and the CFA Institute
The above quotes have been taken from their respective forewords.