Information and guidance on board effectiveness for corporate governance professionals.
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The new Government statements advocating greater diversity on boards can focus opportunity to address not only gender, but also diversity of thought, experience and personalities. High performing board members will harness this concept in its wider sense to effectively manage and evidence their decision making.
Corporate strategy and CEO appointments
Should boards shape strategy before they appoint a new chief executive to execute it? Some non-executives give their views.
The fourth ICAEW thought piece on corporate governance focuses on diversity, outlining the principal drivers that can help boards set and assess diversity objectives and promote long-term business success.
Guidance on board effectiveness
Guidance published by the FRC in March 2011 "to assist companies in applying the principles of the UK Corporate Governance Code. The guidance relates to the sections of the Code that deal with leadership and the effectiveness of the board.
In December 2017 the FRC published proposals for a revised Corporate Governance code which included revised guidance for board effectiveness as Appendix B.
Boardroom best practice
A series of best practice guides from leadership consultants SpencerStuart with chapters covering such topics as measuring performance, induction and education, succession planning and board leadership. Published in 2017.
Culture as a corporate asset
National Association of Corporate Directors (NACD) Blue Ribbon Commission 2017 report exploring how boards can strengthen their oversight of corporate culture, providing ten practical recommendations that boards can adopt.
Board culture - Its role in achieving sustainable success
Document written by Mazars Head of Board Practice, Anthony Carey. Identifies types of board culture and looks at the 'holy grail' - 'the engaged board'. Published 2016.
Board effectiveness - continuing the journey
A joint report from EY and the Investment Association from 2015 that aims to highlight and share best practice and new ideas for improving and demonstrating board effectiveness
Director 360: growth from all directions
As part of their Director 360 initiative, Deloitte member firms interviewed 317 chairmen and directors in 15 countries on the topic of board effectiveness (2014). The 2016 report EMEA 360 boardroom survey has a section on Board effectiveness
Eversheds 2013 Board report: The effective board
An Eversheds study from 2013 into global boardroom composition and culture, investigating how board structures are changing.
Report on board effectiveness: Updating progress, promoting best practice
This Association of British Insurers report, from 2012, gives an update on progress and highlights best practice in diversity, succession planning and board evaluation as vital components of board effectiveness. It also includes a review of the role of the chairman.
Report on board effectiveness, highlighting best practice: encouraging progress
An Association of British Insurers (ABI) report focusing on board diversity, succession planning and board evaluation. Gives examples of best practice.
The tone at the top: Ten ways to measure effectiveness
A Deloitte report from 2011 on ten ways to evaluate the tone at the top of organisations - an essential element of effective internal control and corporate governance.
Corporate governance guidance and principles for unlisted companies in the UK
Publication from the Institute of Directors (2010) aimed at shareholders, directors and stakeholders of unlisted companies.
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Good boardroom practice: a guide for directors and company secretaries
An authoritative guide to company secretarial practice. Detailed commentary is accompanied by over 80 precedents. Appendix 3 - Good boardroom practice: a guide for directors and company secretaries has been written by ICSA as they believe that unwritten boardroom procedures and practices are no longer acceptable.
What makes for a good board? Independence, competency, dynamics and behaviours
This title provides comprehensive, expert-led coverage of all aspects of corporate governance for public, nonprofit, and private boards. This section contains 4 chapters on board behaviour and effectiveness: Director independence, competency and behaviour; The criticality of board director team intelligence (TQ) in economic value creation; Lessons form the banking crisis: leadership and effective board behaviours; The challenge of director misconduct.
Boards that lead
This title provides comprehensive, expert-led coverage of all aspects of corporate governance for public, nonprofit, and private boards. This chapter looks at board leadership and maps out what active leadership from the board should look like. Includes a section on recruiting directors who add value and a checklist for recruiting new board members - important guidance for the nomination committee.
Handbook of board governance, The: a comprehensive guide for public, private, and not-for-profit board members
This title provides comprehensive, expert-led coverage of all aspects of corporate governance for public, nonprofit, and private boards. Provides practical guidance and expert insight relevant to board members across the spectrum to aid the building of a more effective board. Written from the United States perspective.
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Trade press articles
Reconstructing the board's role in culture
The National Association of Corporate Directors (NACD) have commissioned leading governance professionals to identify how boards can play an active role in shaping a healthy corporate culture. Here's a summary of their recommendations.
Tone at the top: A director's perspective on the board's role in corporate culture
Linda J.Welty shares her expertise in establishing positive corporate culture.
VW board still stuck in low gear
Michael Marquardt analyses the factors contributing to Volkswagen AG's 2015 "Dieselgate" crisis and questions whether the VW supervisory board has strengthened its composition since.
Articles and books in the Library collection
Corporate Governance: Principles, policies and practices
Tricker, B. (Oxford University Press, 2015)
Part 3 (Practices) includes information on board effectiveness - building better boards and board evaluation.
The Effective board: building individual and board success
Bain, N. (Institute of Directors, 2010)
The book is a guide to best boardroom practice and building effectiveness.
Evaluation of 'non-PLC' boards
Governance, No.243. September 2014. pp.10-12
The author argues that other boards can now benefit form the wealth of experience that exists on how to conduct effective PLC board evaluations and to get real change from the results. Includes a section on the different challenges of 'non-PLC' boards and a table of the principles of the FRC Code as applied to non-PLC boards covering leadership, effectiveness, accountability, remuneration and relations with stakeholders.
Financial reporting failures, board's competency and effectiveness.
International Journal of Disclosure and Governance, Vol.10. No.2. May 2013. pp.155-174.
Financial misreporting and accounting mis-statements figure prominently in recent corporate scandals. Although the more notorious of these involved directors' fraud and conflict of interests, there are cases that are indicative of a board that has failed to exercise its oversight duty where directors were negligent, resulting in loss or damage to the company. This article highlights the following governance issues: the relevant of financial literacy or expertise and its enforceability and process, and procedures that could improve the board's effectiveness.
Getting the most out of your board evaluation
Governance and Compliance: the ICSA Magazine. March 2013. pp.24-26.
The authors examine the type of evaluation needed to drive high-quality board effectiveness, while pointing to ways to improve overall performance and risk management at board level.
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