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更新日期:
2003-07-07
Thin on Top: Why Corporate Governance Matters and How to Measure and Improve Board Performance
Bob Garratt
Nicholas Brealey Publishing
21 Mar 2003
256p
書籍編號:
02-194
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● 內文簡介

In this wake-up call to directors and executives, government regulators and investors, Garratt advocates a back-to-basics approach based on the centuries-old values of good governance – accountability, probity, and transparency to, whether public or private.

Long before the fall of Enron, there was Robert Maxwell and the plundering of retirement funds in the UK . Out of the chaos of that international scandal came a process for corporate governance that has won the respect of politicians and industry leaders worldwide – including the ex-chairman of the Federal Reserve, Paul Volcker. Thin on Top deconstructs US and UK corporate governance practices and lays out plans for developing universal methods of learning, measuring, and managing a new set of competencies to break the cycle of corporate misdeeds, professionalize directing and improve board performance.

Good corporate governance is not just complying with the rules in a formulaic way, but is about the board's performance contributing to the direction, health, and wealth of the organization. The ultimate measure of board performance is the continuous accumulation of shareholder value whilst simultaneously developing good relations with the growing powers of stakeholder networks. Thin On Top takes the raging international debate on corporate governance away from its over-fixation on the headline compliance issues and moves it into two key areas: assessing Board Performance and developing a Learning Board.

Bob Garratt argues against the current complacency and idolization of ‘celebrity CEOs' and seeks to re-establish the supremacy of the board of directors as the bastion of the company's, and shareholder's rights. To reach end the book emphasizes that there are fundamental differences between ‘managers', and ‘directors', and that the majority of organizations are over-managed. It finds that many of the current ‘corporate disaster' cases are caused by a toxic mixture of directoral ignorance, strategic incompetence, and personal cowardice.

With politicians moving company law from the civil to the criminal domain, the fundamental question posed about the future of boards is – Incarceration or Professionalization? This book argues strongly for directing to become an accredited profession and describes early experiences in this venture. It introduces the novel Ten Directoral Duties as the global basis for developing effective directoral behaviors and values. In doing so looks behind the boardroom door and studies the use, and abuse, of power around the boardroom table. It offers practical solutions, notably full director induction, training and appraisal processes; and the new metrics of Directoral Dashboards to augment management accounts.

 

● 作者簡介

Bob Garratt is Chairman of the board of Board Performance, an international consulting firm that advises corporate leaders on director development and strategic thinking, and is Visiting Professor in Corporate Governance at the Tanaka Business School of Imperial College, London University . He has extensive experience of board and director development across five continents. He chairs Organisational Development in Hong Kong and Singapore ; is a founder member of the Commonwealth Associate of the Judge Institute of Management, University of Cambridge ; and sits on the Professional Standards Committee and Chartered Accreditation Board of the Institute of Directors and the Research Group of the Centre for Tomorrow's Company.

His previous books include The Fish Rots from the Head, The Learning Organisation, Valuing People At Work and Developing Strategic Thought(ed.).

In 2002 Bob Garratt won the ‘Shareholder Value' prize of the European Business Forum for his essay The Future for Boards and has been involved in developing the ideas behind Thin on Top for over 25 years. He lives in London .

 

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