The Handbook of Board Governance

The Handbook of Board Governance

The Handbook of Board Governance

When I agreed to contribute a chapter to Richard Leblanc’s book, I knew he was an excellent speaker, blogger and teacher. I also suspected he was a good promoter. How else could he attract over 23,000 members to his Linkedin group, Boards & Advisors? But, I never dreamed I’d see The Handbook of Board Governance: A Comprehensive Guide for Public, Private, and Not-for-Profit Board Members make the lights of New York’s Times Square across from the Hard Rock Cafe. Now I’m half expecting to see Leblanc on the late night TV circuit, like a candidate for public office reaching out to voters.
It reminds me a little of Robert A.G. Monks placing a full-page ad in The Wall Street Journal in 1992, calling out the directors of Sears as “Non-Performing Assets.” Monks was pushing several corporate governance reforms at Sears, as well as a study of spinning off several businesses due to lack of synergy. Sears committed $5.5 million to defeat Monks’ candidacy for a single seat on the board, so it wasn’t surprising that he lost. He had already headed the Pension Welfare Benefits Administration and had founded Institutional Shareholder Services, so was well known. However, the ad gave him a greater degree of popular notoriety and may have helped chart the course for future accomplishments – LENS Investment Management, the Corporate Library, a whole shelf of authored books, etc. 

Non-Performing AssetsIn a year when serial self-promoter Donald Trump has a good chance of winning the Presidency, some might dismiss such ads simple publicity stunts, like what we may have seen for Trump Steaks or Trump University. However, publicity can be the key to growing awareness of important issues, not just a means to a quick buck. There is substance behind the popularizing efforts of Monks and Leblanc who are both in it for the long-term.

Although Sears ultimately implemented much of Monks’ program, few see it as a growth company.  They would have been better off with him as a director. Likewise, The Handbook of Board Governance actually has a good chance of becoming The handbook future directors will turn to in reference to issues or problems they face. Leblanc has assembled an outstanding collection of wide-ranging material covering the key issues from a who’s who list of corporate governance experts (I’m not sure how I got in), as well as contributing his own excellent chapter on Director Independence, Competency and Behavior.

Today’s most powerful revolutionary forces are multinational corporations, globalizing the economy at the speed of light — even after Brexit — even if Trump builds a wall between us and our third most important trading partner. Corporations facilitate the ability of entrepreneurs to generate previously unknown abundance. Few want to sacrifice the golden goose. However, more and more recognize abundance has come at the cost of inequality, environmental degradation, alienation and anomie. The ‘self-regulation’ of markets was always an illusion and is now more widely seen as inadequate because markets focus only on what can be readily priced. Other values are frequently more important.

Corporations cannot remain largely democratic-free zones because governments and other social institutions no longer provide an adequate counterbalance to their power. Yes, mine is one of the more radical voices in The Handbook of Board Governance. Most of the authors provide directors with the practical advice they need today to cope with their growing role in a changing world. However, Leblanc’s compilation does not shy away from the real contests for Power and Accountability that are occurring at an increasing rate. Publicity and public opinion, like the Times Square ad, are waking individuals to the central role played by corporate governance. Recognition, public opinion, dialogue and transformation are coming. Don’t be left behind. Don’t risk being a non-performing asset. And if you are not a director, advisor or gatekeeper… read on. If we are going to create the world we want, we need to know how the current one operates. The Handbook of Board Governance has plenty to say about that, as well as how the world of corporate governance should operate.

More to come on The Handbook of Board Governance.


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