This book takes the central issues facing board members today and applies the giving voice to values framework while also providing insights from practicing board members who have faced these issues. It covers such topics as strategic planning and monitoring, director independence, privacy and cyber risk, executive compensation and CEO succession planning. With this book, readers will also grapple with the conflicts of interest that might arise in the director selection process, role of the nominating committee and the compensation committee in order to cultivate more optimal board dynamics.
The principles of giving voice to values start by asking a deceptively simple question: ‘What if you were going to act on your values—what would you say and do?’ The book then provides an overview of the current landscape of corporate governance along with the major rules and director duties applicable to the board of directors. The book’s latter chapters contain a series of five scenarios common to the board of directors that are presented as a set of “Board Challenges” involving the tensions often found in board work.
In Giving Voice to Values in the Boardroom, the author, Cynthia E. Clark, provides practical strategies for board members and other constituents of corporate governance to deal with these challenges. These cases are designed to help users of the book implement prescripting and action planning. Each case will also have discussion questions about the stakes and stakeholders, common reasons and rationalizations and examples of how firms and governance professionals have handled similar board challenges.
PART I. The Giving Voice to Values (GVV) Framework
1. The Giving Voice to Values (GVV) Framework
PART II. Corporate Governance – a Pursuit and a Profession
2. Corporate Governance – a Pursuit and a Profession
PART III. Key Issues in the Boardroom
3. Monitoring and Strategy Roles
4. Director Selection and the Nominating Committee
5. CEO Succession
6. CEO Compensation
7. Digital Innovation and the Boardroom
Biography
Cynthia E. Clark, Ph.D is a corporate governance and business ethics expert focusing on shareholder activism, ESG issues, proxy disclosures and data privacy. She has also conducted training sessions on ethical decision-making and optimal nominating and governance procedures to numerous senior management teams and boards of directors. She is widely cited in the media on governance issues, including recently in The Wall Street Journal, The Boston Globe, CNN, Reuters and multiple appearances on Bloomberg Radio. She is an active member and speaker with the National Association of Corporate Directors, 2020 Women on Boards and the Society for Governance Professionals. She is the author of Business & Society: Ethical, Legal and Digital Environments. Cynthia is also a Professor of Management and Director of the Geneen Institute for Corporate Governance at Bentley University.
"Professor Clark’s outstanding and much-needed book, Giving Voices to Values in the Boardroom, starts from the premise that voicing one’s values matters to board decision-making, and values drive behavior. To change behaviors, director voices are needed.
Speaking up can be very challenging – and even costly – for directors.
Beginning with the central challenge in corporate governance – director independence – Dr. Clark critiques real boardroom situations that both strengthen and undermine director independence, competencies and dynamics. Then, Dr. Clark proceeds to tackle the central role of a board: CEO succession and compensation, and linking both of these to strategic execution. Dr. Clark concludes with the risks and opportunities of digitization, which has the power not only to disrupt business models but make companies obsolete. Again, voices matter. A good board is never in denial.
Based on weaving research with real board situations and interviews, Professor Clark’s book is a welcome and fresh perspective on the way boards actually impact performance (or not). This book makes a significant contribution to the field and should be a must-have for any director who wants to make a difference on the board on which they are a member. I highly recommend it!" - Richard Leblanc, FCMC, BSc, MBA, LLB, JD, LLM, PhD, Professor of Governance, Law & Ethics, York University, and Independent Advisor to Boards
