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Better boards

Information and guidance on board effectiveness for corporate governance professionals.

Latest articles from the Corporate Governance Community:

Most articles are only available to Corporate Governance Community members. Log in or find out how to join the Community.

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.

How diverse should boards be?

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.

Disruptive innovation: key for public sector?

Deborah Harris-Ugbomah, Chair of ICAEW’s Non-Executive Directors Group, recently spoke to William Eggers, Senior Advisor at GovLab and US Director for Deloitte Research, about his thoughts on using disruptive innovation in the public sector.

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Guidance

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." Work is currently underway [2017] to update this guidance.

Other publications

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.

eBooks

The Library provides full text access to a selection of key business and reference eBooks from leading publishers. eBooks are available to logged-in ICAEW members, ACA students and other entitled users. If you are unable to access an eBook, please see our Help and support advice or contact library@icaew.com.

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.

Director development and board performance evaluation

An essential source of reference and route map for the position of Non-executive director. Contains case studies and checklists throughout. Chapter 10 looks at the induction, professional development, performance and evaluation of directors. Includes 'Checklist for evaluating board performance' and 'Checklist for evaluating personal performance'

Effective boards and board meetings

An essential source of reference and route map for the position of Non-executive director. Contains case studies and checklists throughout. Chapter 5 gives an overview of the roles of the board, the chairman, the senior independent director (SID), the company secretary and board committees. The subjects of board composition, boardroom behaviour, conduct of board meetings and matters reserved for the board are looked at. Includes 'Checklist: for an effective board'

Boardroom disputes

Unless a board of directors is very small and/or cohesive, it is likely that disagreements will occur at some point between the various members. This book is a guide to effective board decision making through various potential stages of a dispute and highlights the various legal considerations to bear in mind when considering what action to take.

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Terms of use: You are permitted to access, download, copy, or print out content from eBooks for your own research or study only, subject to the terms of use set by our suppliers and any restrictions imposed by individual publishers. Please see individual supplier pages for full terms of use.

Trade press articles

The library provides access to a range of articles in full text from leading business, finance and management journals. Access to articles is provided to logged-in ICAEW members, ACA students and other entitled users subject to suppliers' terms of use.

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.

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.

Evaluating board skills

Article looks at board skills matrix as a useful governance tool for board evaluation, with added value to investors

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Articles and books in the Library collection

Selected books

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.

Selected articles

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.

Find more articles and books

To find out how you can borrow books from the Library please see our guide to book loans. You can obtain copies of articles or extracts of books and reports by post, fax or email through our document supply service.

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