Boards of Directors in Disruptive Times: Improving Corporate Governance Effectiveness

The current business context of disruptive, accelerated change requires a new framework for understanding how boards of directors can best support their organizations. In this book, Professor Jordi Canals presents a new model of effective governance, positioning the board of directors as the steward of the firm's future development, and focusing on the notion of corporate purpose. Canals argues that boards of directors should focus on strategy and corporate transformation, CEO and senior management development and succession, the board and the firm's culture, the board as a team, the engagement of shareholders and critical stakeholders, and the firm's overall impact. Moreover, for boards to be effective, directors must develop new competencies. Drawing on well-grounded theory and international case studies, this book outlines a new, holistic model of boards of directors, offering a pathway to effective governance that will enhance companies' reputation and success.

Table of Contents:
Introduction; 1. The changing nature and functions of boards of directors; 2. Boards of directors and purpose: From monitoring to Stewards of the firm's purpose; 3. Boards of directors in corporate strategy: From maximizing short-term shareholder value to creating long-term value; 4. The role of the board of directors in corporate transformation; 5. The board in CEO and senior managers selection, development and succession; 6. From board structure to boards as effective teams; 7. From compliance to an engaging corporate culture; 8. Engaging shareholders and key stakeholders; 9. Assessing the firm's overall impact; 10. Effective boards of directors for better governance: Creating a masterpiece.

About the Author :
Jordi Canals is the IESE Foundation Professor of Corporate Governance and President of the IESE Center for Corporate Governance in Barcelona, Spain. He has published widely on corporate strategy and corporate governance, was the Dean of IESE Business School (2001–2016), and is or has been a board member in several international companies, as well as in universities and foundations.

Review :
'Today's companies are simultaneously facing enormous disruption - in markets, in technologies and in the nature of competition - and the demand that they be more purpose driven, and much more responsive to the needs of multiple stakeholders. In this important and intriguing book, Jordi Canals unpacks what this means for the role and capacity of the board. Drawing on a wide range of case studies he presents an eminently practical, highly grounded approach to creating the 21st century board that will be an invaluable resource for boards and CEOs alike.' Rebecca Henderson, John and Natty McArthur University Professor, Harvard University 'Much has been written about improving corporate governance through structural changes that give shareholders more influence over corporate decisions. Much less has been said about what boards do, what they can do and what they should do as stewards of the corporation's purpose. This book urges a shift of focus away from oversight towards a stronger board engagement in strategy, hiring and other activities central to the corporation's purpose. The book draws on recent academic research in providing clear guidelines for how this can be done. It is an inspiring well-written book that will be appreciated by today's boards, burdened with ever increasing demands on their time and attention to broadening corporate and social issues. A refreshing change of voice in the corporate governance debate.' Bengt Holmstrom, MIT Professor and Nobel Laureate in Economics, 2016 'This book is welcome and badly needed reading for all boards and CEOs who want to position their company well for the future we need to build together. We are seeing multiple forces rapidly changing the conventional drivers of companies' success. Boards would be wise to not only adapt, but anticipate. This is an insightful and well researched book that challenges the definition of a competent board in an environment where societal expectations and planetary boundaries are rapidly changing the way business needs to operate.' Paul Polman, Chairman of Imagine and former CEO of Unilever 'As Chairman and CEO of Bertelsmann and as Chairman of the Supervisory Board of Adidas, I know how crucial the interaction between the Executive Committee –with the CEO - and the Board of Directors is for successful corporate governance that is geared to long-view financial and non-financial goals. Rarely have the importance, role and character of a competent and effective board of directors been so aptly analyzed as by Jordi Canals. An important book on boards of directors at the right time.' Thomas Rabe, Chairman and CEO of Bertelsmann, and Chairman of the Supervisory Board of Adidas 'As our world continues to face new crises and disruptions, boards have the responsibility to help transform companies so they can contribute towards solving some of these challenges. In this book, Jordi Canals presents a model that outlines practical considerations for all directors and executive leaders, to rethink the role of boards of directors in governing business, engaging stakeholders, and building strategies in today's complex and uncertain world.' Jean-Pascal Tricoire, Chairman and CEO of Schneider Electric 'Recommended.' J. Walker, Choice