Board of Directors - Governance -

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Page Description - this page includes information related to Board of Director Governance and Governance Committees.

Governance - A set of formal and informal rules and practices which determine: How authorization for decision making is exercised, How decisions are made around investments, How decision execution is monitored and the results of these decisions are measured, and How those who make the decisions are held accountable.

Articles and Presentations:

CEO Involvement in Selection of New Board Members: An Empirical Analysis - trend is to not include CEOs in the process - http://www.EnergyCollection.us/Board-Charters/Governance/CEO-Involvement.pdf
The Challenge of IT Governance - http://www.EnergyCollection.us/Board-Charters/Information-Technology/Challenge-IT-Governance.pdf
CLASS: Five elements of corporate governance to manage strategic risk - Strategic risk management is an increasing concern for both boards and senior executives. Many recent business failures are due to senior level misjudgement and mismanagement of risk, the consequences of which can range from embarrassment to serious setback to bankruptcy. Ineffective risk management puts otherwise strong business models in jeopardy. Here we present CLASS (Culture, Leadership, Alignment, Systems, and Structure), an integrated, five-element model of corporate governance. We identify how attending to the elements in this framework supports development of an integrated and robust approach to corporate risk, and helps senior executives anticipate and handle the complexities of risk inherent in meeting strategic objectives. here (do not distribute)
Commentary on "the governance of sustainability" - http://www.EnergyCollection.us/Board-Of-Directors/Comentary-Governance-Sustainability.pdf
The Constraints of Thin-Cap Company Boards - The role of the board is different for small-cap companies, where the line separating governance from management issues isn't so bright - http://www.EnergyCollection.us/Board-Of-Directors/Governance/Constraints-Thin-Cap.pdf
Corporate Governance and Firm Value: The Impact of the 2002 Governance Rules - The 2001 to 2002 corporate scandals led to the Sarbanes–Oxley Act and to various amendments to the U.S. stock exchanges’ regulations. We find that the announcement of these rules has a significant effect on firm value. Firms that are less compliant with the provisions of the rules earn positive abnormal returns compared to firms that are more compliant. We also find variation in the response across firm size. Large firms that are less compliant earn positive abnormal returns but small firms that are less compliant earn negative abnormal returns, suggesting that some provisions are detrimental to small firms. http://www.EnergyCollection.us/Board-Charters/Governance/Corporate-Governance-Firm-Value.pdf
Corporate Governance - The foundation for corporate citizenship and sustainable businesses - 8 pages - by the Global Corporate Governance Forum - http://www.EnergyCollection.us/Board-Charters/Governance/Corporate-Governance-Sustainable-Businesses.pdf
Driving Board Performance - 2007-10-01 - Best Practice Recommendations from the NACD Blue Ribbon Commission on the Governance Committee - http://www.EnergyCollection.us/Board-Charters/Governance/Driving-Board-Performance.pdf
Governance and Accountability - New Approaches to Auditing the Managerial Leadership System - Presented 2009-08-11-14 - "There is a growing movement in the Audit field: Away from straightforward audits of process and procedures; Toward one of global evaluation of effectiveness and efficiency of an organization’s governance and of organization s and
management systems." http://www.EnergyCollection.us/Companies/Sandia/Sandia-Governance.pdf
Measuring and Improving the Performance of Corporate Boards Using the Balanced Scorecard - 2003 - here (do not distribute)
Oversight Presentation - detailed presentation on NNSA oversight and governance - http://www.EnergyCollection.us/Companies/NNSA/Oversight-Presentation.pdf

Books and References:

Aguilera, R.V. “Corporate governance and director accountability: An institutional comparative perspective.” British Journal of Management, 16(s1), 2005: S39-S53.
Bain, Neville & Barker, Roger, The Effective Board. London: Kogan, 2010.
Bainbridge, S.M. Corporate Governance After the Financial Crisis. New York: Oxford University Press, 2011.
Baker, H.K. & Anderson, R., eds. Corporate Governance: A Synthesis of Theory, Research, and Practice. Hoboken, NJ: Wiley & Sons, 2010.
Basel Committee on Banking Supervision, “Principles for Enhancing Corporate Governance.” Bank for International Settlements Communications, October 2010.
Bonn, I., & Pettigrew, A. “Towards a dynamic theory of boards: An organisational life cycle approach.” Journal of Management and Organization, 15(1), 2009: 2.
Braiotta Jr., A., et al. The Audit Committee Handbook, 5th ed. Hoboken, NJ: Wiley & Sons, 2010.
Brundin, E., & Nordqvist, M. “Beyond Facts and Figures: The Role of Emotions in Boardroom Dynamics.” Corporate Governance: An International Review, 16(4), 2008: 326.
Canadian Securities Administrators, “Staff Notice 58-306 2010 Corporate Governance Disclosure Compliance Review,” December 2010.
Clarke, T. & Branson, D. The SAGE Handbook of Corporate Governance. Thousand Oaks, CA: Sage, 2012.
Caplan, G.R. & Markus, A.A. “Independent Boards, But Ineffective Directors.” The Corporate Board, March/April 2009: 1-4.
Carter, D. A., D’Souza, F., Simkins, Betty J. and Simpson, W. Gary, “The Gender and Ethnic Diversity of US Boards and Board Committees and Firm Financial Performance.” Corporate Governance: An International Review, 18(5), 2010, 396-441.
Dalton, D.R., & Dalton, C.M. In press. “Board of directors: A collision of theories and collapsing applications,” in R. Fredrick and J. R. Boatright, eds., A Companion to business ethics. Hoboken, NJ: Wiley.
Datar, S.M., Garvin, D.A., & Cullen, P.G. Rethinking the MBA: Business Education at a Crossroads. Boston: Harvard Business Press, 2010.
de Larosière, Jacques, et al., “The high-level group on financial supervision in the EU.” Report issued 25 February 2009.
Erakovic, L. & Overall, J. “Opening the ‘black box’: Challenging traditional governance theorems.” Journal of Management and Organization, 16(2), 2010: 250.
Financial Reporting Council, “Guidance on Board Effectiveness.” Financial Reporting Council Limited, March 2011.
Fraser, J. & Simkins, B.J., eds. Enterprise Risk Management. Hoboken, NJ: Wiley & Sons, 2010.
Goergen, M., et al. Corporate Governance and Complexity Theory. Cheltenham, UK: Edward Elgar, 2010.
House Committee on Financial Services, “Dodd-Frank Wall Street Reform and Consumer Protection Act.” H.R. 4173, 25 June 2010. http://www.yorku.ca/rleblanc/EUSubmission(Canadagp)FINAL.pdf
Institute of Chartered Secretaries and Administrators, “Boardroom Behaviours – A Report Prepared for Sir David Walker by the Institute of Chartered Secretaries and Administrators.” Report, June 2009.
Institute of Corporate Directors, “ICD Key Competencies for Director Effectiveness.” Competency list issued, Toronto, 2006.
Larcker, D. & Tayan, B. Corporate Governance Matters. Upper Saddle River, NJ: Pearson, 2011.
Leblanc, Richard, “A Fact-Based Approach to Boardroom Diversity,” Director Journal, Institute of Corporate Directors, Issue 154, March 2011: 6-8.
Leblanc, Richard, and Pick, Katharina, “Separation of Chair and CEO Roles: Importance of Industry Knowledge, Leadership Skills & Attention to Board Process,” Director Notes, Conference Board, New York, August 2011.
Leblanc, Richard, et al., “Working group submission (Canada), European Commission Green Paper: The EU corporate governance framework,” July 22, 2011, available at:
Murphy, S.A. & McIntyre, M.L. “Board of director performance: a group dynamics perspective.” Corporate Governance, 7(2), 2007: 209.
Leblanc, R. & Schwartz, M. “The black box of board process: Gaining access to a difficult subject.” Corporate Governance: An International Review, 15(5), 2007: 843-851.
Leblanc, Richard & Gillies, James, Inside the Boardroom: How Boards Really Work and the Coming Revolution in Corporate Governance. Toronto: Wiley, 2005.
Models. Behaving. Badly - Emanuel Derman
Monks, R.A.G. & Minow, N. Corporate Governance, 5th ed. Boston: Wiley & Sons, 2011.
National Association of Corporate Directors, “Board Dynamics.” Director’s Handbook Series, 2004.
National Association of Corporate Directors, “Template for Disclosure of Director Skills and Attributes.” Resources@nacdonline.org, August 2010.
National Commission on the Causes of the Financial and Economic Crisis in the United States, “The Financial Crisis Inquiry Report.” U.S. Government Printing Office, January 2011.
Neill, D. & Dulewicz, V. “Inside the ‘black box’: the performance of boards of directors of unlisted companies.” Corporate Governance: An International Review, 10(3), 2010: 293-306.
Parker, L. “Boardroom Operational and Financial Control: an Insider View.” British Journal of Management, 19(1), 2008: 65.
Payne, G.T., Benson, G.S. & Finegold, D.L. “Corporate board attributes, team effectiveness and financial performance.” Journal of Management Studies, 46(4), 2009: 704-731.
Pye, A. & Pettigrew, A. 2005. Studying board context, process and dynamics: Some challenges for the future. British Journal of Management, 16(s1): S27-S38.
Saloman, J. Corporate Governance and Accountability, 3rd ed. Chichester, West Sussex, UK: Wiley & Sons, 2010.
The Black Swan and Fooled by Randomness - Nassim Nicholas Taleb
The Centre for Corporate Governance, “Board Effectiveness & Performance.” University of Technology, Sydney, October 2010.
The Fish Rots From The Head: The Crisis in our Boardrooms: Developing the Crucial Skills of the Competent Director by Bob Garratt
Thinking Fast & Slow - Daniel Kahneman - Winner of Nobel Prize in Economics
Trautman, Lawrence J. & Altenbaumer-Price, Kara. “The Board’s Responsibility for Information Technology Governance.” The John Marshall Journal of Computer & Information Law, 28:4, 2011: 312-341, available at: http://papers.ssrn.com/sol3/papers.cfm?abstract_id=1947283
Trautman, Lawrence J. “The Matrix: The Board’s Responsibility for Director Selection and Recruitment.” Florida State University Business Review, Vol. 11, 2012: 1-66, available at: http://papers.ssrn.com/sol3/papers.cfm?abstract_id=1998489
U.S. Senate Permanent Subcommittee on Investigations, “Wall Street and The Financial Crisis: Anatomy of a Financial Collapse.” U.S. Government Printing Office, April 13, 2011.
Useem, M. “How Well-run Boards Make Decisions.” Harvard Business Review, 84(11), 2006: 130-138.
Van Ees, H., Gabrielsson, J. & Huse, M. “Toward a behavioral theory of boards and corporate governance.” Corporate Governance: An International Review, 17(3), 2009: 307–319.
Vinnicombe, A., et al., eds. Women on Corporate Boards of Directors: International Research and Practice. Cheltenham, UK: Edward Elgar, 2008.
Zinkin, J. Challenges in Implementing Corporate Governance. Singapore: Wiley & Sons, 2010.

Charters:

Corporate Governance Guidelines - ALLETE - 2010-10-19 - http://www.EnergyCollection.us/Board-Charters/Governance/ALLETE-Guidelines.pdf
Corporate Governance and Nominating Committee Charter - ALLETE - 2010-10-18 - http://www.EnergyCollection.us/Board-Charters/Governance/ALLETE-Governance-Nominating.pdf
Ameren - Corporate Governance Guidelines - 2010-12-10 - http://www.EnergyCollection.us/Board-Charters/Governance/Ameren-Governance-Guidelines.pdf
Committee on Directors and Corporate Governance - American Electric Power - http://www.aep.com/investors/corporategovernance/docs/DIR_AND_CORPGOV_CHARTER.pdf
Atmos Energy - Nominating and Corporate Governance Charter - 2011-02-08 - http://www.EnergyCollection.us/Board-Charters/Governance/Atmos-Nominating-Governance.pdf

China Notes:

Global investors say that they can be a force for good by staying involved with China and leveraging their financial resources. "It has been widely acknowledged that China has made significant strides on the corporate governance front with respect to laws, rules, regulations and standards," says Lee Kha Loon, head of Asia Pacific CFA Institute Center that works on matters of corporate governance. "But, the acceptance of good governance practices by Chinese companies will likely be a long and involved process, and will not happen overnight."

Companies and Organizations:

Global Corporate Governance Forum - supports regional and local initiatives to improve corporate governance in middle- and low-income countries in the context of broader national or regional economic reform programs. Organization website - http://www.gcgf.org/
Institute on Governance - Founded in 1990, the Institute On Governance (IOG) is an independent, Canada-based, not-for-profit public interest institution with its head office in Ottawa and an office in Toronto. Our mission is ‘advancing better governance in the public interest,’ which we accomplish by exploring, developing and promoting the principles, standards and practices which underlie good governance in the public sphere, both in Canada and abroad. Company website - http://iog.ca

Companies - Governance Charters:

ADP - The primary objectives of the Nominating/Corporate Governance Committee are to assist the Board by: (i) identifying individuals qualified to become Board members and recommending that the Board select a group of Director nominees for each next annual meeting of the Company's stockholders; (ii) ensuring that the Audit, Compensation and Nominating/Corporate Governance Committees of the Board shall have the benefit of qualified and experienced "independent" Directors; and (iii) developing and recommending to the Board a set of effective corporate governance policies and procedures applicable to the Company. Webpage.
Advanced Energy - The primary function of the Nominating and Governance Committee (the "Committee") is to assist the Board of Directors by (1) establishing qualifications and standards to serve as a director of the Company, (2) identifying and recommending individuals qualified to become directors of the Company, (3) recommending committee membership and committee Chairpersons and (4) developing, recommending and reviewing corporate governance standards and policies for the Company. Webpage.
Alliant Energy - The purposes of the Nominating and Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of Alliant Energy Corporation (the “Company”) are to: (1) identify individuals qualified to become Board members, consistent with criteria approved by the Board, and to recommend to the Board nominees for all directorships to be filled by the Board or shareowners; (2) identify individuals qualified to serve on Board Committees and recommend to the Board members for each Board committee; (3) develop and recommend to the Board a set of corporate governance principles; (4) oversee the evaluation of the Board and the Company's management; and (5) advise the Board with respect to other matters relating to the corporate governance of the Company. Website.
JPMorganChase - Governance Committee Mission - The Corporate Governance & Nominating Committee exercises general oversight with respect to the governance of the Board of Directors. Webpage.
Midwest ISO - an essential link in the safe, cost-effective delivery of electric power across much of North America. The Midwest ISO is committed to reliability, the nondiscriminatory operation of the bulk power transmission system, and to working with all stakeholders to create cost-effective and innovative solutions for our changing industry. PDF.
Pepco - http://www.pepcoholdings.com/services/governance/committees/gov/
Sempra Energy - The Corporate Governance Committee is a committee of the Board of Directors of Sempra Energy. The committee assists the board in discharging the board's responsibilities with respect to corporate governance matters. Its charter was adopted by the board on October 30, 2003, and amended through December 5, 2006. Website.

Reports & Papers:

Bridging Board Gaps - 2011 - The aim of this Report is to encourage meaningful improvement in the effectiveness of public company directors.As an initial matter, directors must accept that boards work part time (typically meeting six times a year for two days per meeting10) and generally receive the bulk of their information from management. Directors are not a full-time board of managers, nor does the Study Group suggest they should be. Yet directors must be on the front lines for the constructive oversight of public companies; regulators alone cannot do this job.11 To this end, it is worth considering how to empower part-time boards to a greater extent. http://www.EnergyCollection.us/Board-Charters/Governance/Bridging-Board-Gaps.pdf

Spotlight on the RTO Board: Governance - A discussion organized by the Harvard Energy Policy Group. Site link - http://www.hks.harvard.edu/hepg/Papers/Randazzo%20RTO%20Gov%204-02%20Atlanta.pdf Permanent link - http://www.EnergyCollection.us/Board-Of-Directors/Spotlight-RTO-Board.pdf

Resources:

The Board's Role in Shaping Strategy - from Directors Monthly Nov 2008 - http://www.EnergyCollection.us/Board-Charters/Governance/The-Boards-Role-In-Shaping-Strategy.pdf

The Board's Role in Strategy: Research and Action Points - from Directors Monthly Jan 2009. http://www.EnergyCollection.us/Board-Charters/Governance/The-Boards-Role-In-Strategy.pdf

CalPERS Corporate Governance - http://www.calpers-governance.org/principles/home

Committee Evaluation Form - Midwest ISO - Boards - Governance - form used by the Midwest ISO Board for self-evaluation - http://www.EnergyCollection.us/Companies/MidwestISO/Committee-Evaluation-Form-MidwestISO-Governance.doc

Compliance Week - A Weekly Newsletter On Corporate Governance, Risk And Compliance. Subscription required to gain access to articles.

The Conference Board - The Conference Board is a global, independent business membership and research association working in the public interest. Our mission is unique: To provide the world's leading organizations with the practical knowledge they need to improve their performance and better serve society. http://www.conference-board.org/

CorpGov.net - Since 1995 the Corporate Governance site at CorpGov.net has facilitated the ability of institutional and individual shareowners to better govern corporations, enhancing both corporate accountability and the creation of wealth. News/commentary, links, corporate governance definitions and advocacy geared to the active investor. Subscribe to the publications of our stakeholders. CorpGov.net is supported by ad revenue, as well as the publisher’s speaking engagements, and consulting contracts on corporate governance. http://corpgov.proxyexchange.org

Council of Institutional Investors - a U.S. shareowner-rights organization. It is a not-for-profit association of 130 public, labor, and corporate pension funds with assets exceeding $3 trillion. The Council works to educate members and the public about corporate governance, and to advocate for strong governance standards on issues ranging from executive compensation to the election of corporate directors. http://www.cii.org/

Governance - Governance is the leading international monthly newsletter on issues of corporate governance, boardroom performance and shareholder activism. http://www.governance.co.uk

The Governance Institute - The Governance Institute provides trusted, independent information and resources to board members, healthcare executives, and physician leaders in support of their efforts to lead and govern their organizations. The Governance Institute is a membership organization serving not-for-profit hospital and health system boards of directors, executives, and physician leadership. Membership services are provided through research and publications, conferences, Webinars, and advisory services. In addition to its membership services, The Governance Institute conducts research studies, tracks healthcare industry trends, and showcases governance practices of leading healthcare boards across the country. First-rate governance education is crucial to the development of your board members. Membership with The Governance Institute will give you access to board-specific tools, resources, and customized research that will elevate your board meetings and equip your board for success. http://www.governanceinstitute.com

GovernanceMetrics International - GMI was formed in April 2000 by a small group of people who recognized the need for a new, easy-to-use tool to monitor corporate governance. http://www.gmiratings.com

The Journal of Management & Governance - The Journal of Management and Governance (JMG) is dedicated to advancing the understanding of corporate governance issues within and throughout privately-held firms, publicly-held corporations and government-controlled organizations. The journal is devoted to exploring the links between management and governance through both theoretical analyses and empirical investigations to improve the understanding of all the rules, codes, principles, practices, processes, mechanisms, structure and relationships, as well as institutions, networks and individuals affecting the way firms and organizations are managed, administered and controlled. Analyzed are strategies and decision-making; accounting, reporting and information control; measurement issues in governance; relational, cognitive and behavioural based; institutional economics. Contributions from all areas of business administration (accounting and control, general and strategic management, organizational theory and behaviour, finance and banking) and manuscripts concerning both the private and the public sectors are welcome to the extent that they contribute to these general issues and to the understanding of governance thus broadly defined. http://www.springer.com/business+%26+management/business+for+professionals/journal/10997

Proxy Statements - in Wikipedia - http://en.wikipedia.org/wiki/Proxy_statement

Society of Corporate Secretaries and Governance Professionals - founded in 1946 as the American Society of Corporate Secretaries, has over 3,800 members representing approximately 2,600 companies. Its members deal with public disclosure under the securities laws and matters affecting corporate governance, including the structure and meetings of the Board of Directors and its committees, the proxy process and the annual meeting of shareholders and shareholder relations, particularly with large institutional owners. Website

United National Global Compact - The United Nations Global Compact is a strategic policy initiative for businesses that are committed to aligning their operations and strategies with ten universally accepted principles in the areas of human rights, labor, environment and anti-corruption. Company website - http://www.unglobalcompact.org/

Wikipedia - Corporate Governance - http://en.wikipedia.org/wiki/Corporate_governance

Resources - additional:

Roles and Responsibilities:

Includes items that can fall into the responsibilities of the Governance Committee.

Development of descriptions of the capabilities needed for new Board members (to facilitate a new Director search).

Monitor full board participation and recommend changes to enhance the participation of each member.

New Director orientation.

Full Board on-going education.

Full Board self evaluation.

Monitor the company's Values Statement and Code Of Conduct.