The Alexandra Lajoux Corporate Governance Series
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Edited by:
Alexandra Reed Lajoux
This series aims to increase dialogue between and within the private and public sectors on the leading environmental, social, and governance issues of our time. Exploring and testing the very purpose of corporations and governments, the series features practical solutions to complex challenges.
Author / Editor information
Alexandra Reed Lajoux is Series Editor for Walter De Gruyter, Inc. Dr. Lajoux is Chief Knowledge Officer emeritus (CKO) at the National Association of Corporate Directors (NACD) and founding principal of Capital Expert Services, LLC (CapEx), a global consultancy providing expert witnesses for legal cases. She has served as editor of Directors & Boards, Mergers & Acquisitions, Export Today, and Director’s Monthly, and has coauthored a series of books on M&A for McGraw-Hill, including The Art of M&A and eight spin-off titles on strategy, valuation, financing, structuring, due diligence, integration, bank M&A, and distressed M&A. For Bloomberg/Wiley, she coauthored Corporate Valuation for Portfolio Investment with Robert A. G. Monks. Dr. Lajoux serves on the advisory board of Campaigns and Elections, and is a Fellow of the Caux Round Table for Moral Capitalism. She holds a BA from Bennington College, a PhD from Princeton University, and an MBA from Loyola University in Maryland. She is an associate member of the American Bar Association and is certified as a Competent Communicator by Toastmasters International.
Topics
In the prequel to this book, The Emperor’s Nightingale, Robert A. G. Monks, one of the world’s foremost shareholder activists, had warned corporations against putting short-profit ahead of long-term value for all stakeholders. Few listened – and the result was system-wide trauma that only bold solutions can heal.
In The Emperor’s Nightmare, his latest book, Monks reveals what can happen when corporate leadership abandons the common good to court and conquer a powerful elite.
This insightful, honest, and direct portrayal of corporate governance and the surrounding political system will be of immense value to those interested in corporate governance – particularly shareholder and stakeholder advocates, and the true corporate leaders who serve them. In the end, better corporate governance means better democracy. This book shows the way.
"How would you compare what you expected of board service versus the reality?"
"What do you want to say to lifelong learners of corporate governance?"
Compiling wisdom and practical knowledge from interviews with over 40 board directors, spanning board chairs and CEOs at public companies, private companies, and nonprofit organizations, The Art of Director Excellence, Volume 1 presents insightful answers to these questions and more. It explores a variety of important topics in corporate governance, including developing business strategy with management, navigating risks, being a board chair or committee member on different types of boards, and improving ESG and diversity, along with the many differences in how these decisions are handled in North America, Asia, and Europe.
While this book is an invaluable asset for both new and existing board directors inside the boardroom, it has use outside it as well. The real-world wisdom and experience in this volume will complement academic textbooks as shown in the appendix, which cross references commonly used textbooks to show how this book matches their contents. Academics, business school faculty and students in executive education, as well as graduate and undergraduate corporate governance classes will benefit immensely from this book. Emerging leaders in investment banking, proxy advisory, and executive recruiting will gain knowledge of the inner workings of the boardroom.
The Challenge of Sustainability: Corporate Governance in a Complicated World reviews the evolution of five types of corporate governance and their different sustainability objectives. It discusses the challenges for boards in achieving sustainability from an environmental, economic, employment, and social perspective and introduces the concept of a political tragedy of the commons if boards do what is in the best interests of their profitability only, without considering their responsibilities and unintended consequences for their stakeholders. It explains how volatility, uncertainty, complexity, and ambiguity complicate making sustainable decisions. This book explores ways of helping prevent such negative outcomes.
John Zinkin asserts the director’s need to reconcile volatility with vision, uncertainty with understanding, complexity with courage and commitment, and ambiguity with adaptability. To prevent a potential political tragedy of the commons, the book suggests new decision-making processes; treating employees differently; and makes the case for reforming capitalism. It is aimed at managers, board members and all those who influence them, including shareholder activists, corporate legal personnel, politicians, activists and general readers interested in applying some of these suggestions in their roles as stakeholders, managers and directors.
Amidst growing awareness over the past half century that human activity threatens our natural environment, many of the world’s largest cities have played a role in the sustainability movement, as seen by such initiatives as Day of Cities sponsored by the United Nations. And now local governments in towns and smaller cities are beginning to play a more prominent role in the green movement. This book, inspired by the author’s own experience as a citizen activist and local candidate, is a guide for local governments and citizens wishing to launch sustainability campaigns and programs that make a lasting difference in our world.
Alexandra Reed Lajoux addresses the popular "green city" topic but focuses on smaller municipalities, which are more numerous than big cities, and in greater need of guidance. With a visionary foreword by Ben G. Price, National Organizer, Community Environmental Legal Defense Fund and author of How Wealth Rules the World, the book discusses the most critical environmental, economic, and engineering realities of municipal life and leadership in our times, ranging from rights of nature, to rollback tax rates, to green infrastructure, to gentrification. It will appeal to a broad range of town or city government employees and elected officials, as well as local activists, contemplating the issues of managing and funding sustainability that all localities worldwide face at some level.
Winner of the GOLD Nonfiction Book Award presented by the Nonfiction Authors Association!
Speaking Out on Governance presents a range of viewpoints concerning the role of today’s corporation and its board of directors. The author engages in candid discussion with subject matter experts including boardmembers, corporate attorneys, academics, institutional investors, regulators, and activists. These interviews of leading authorities in the corporate governance arena provide the reader with unique insight into the vitally important but often misunderstood role played by the board.
Deborah Hicks Midanek discusses perspectives regarding what directors of businesses actually do and should do; the true motivations and concerns of the various parties seeking to influence corporate behavior; legal issues surrounding the board; and the key similarities and differences of opinion that may help improve effectiveness of all parties and increase board and director effectiveness. This book is essential reading for corporate directors and would-be directors, senior managers, attorneys, consultants and anyone interested in what drives organizational behavior.
Better Governance Across the Board is a practical guide for achieving good corporate governance of organizations regardless of whether they are for profit, listed, state-owned, family owned, or widely held. It delves into the questions boards must ask if they are to fulfill their fiduciary duties, taking account of regulatory issues. Part 1 defines corporate governance, explaining the four reasons why it matters and how it applies to a wide range of organizations. Part 2 explores the "Five P" framework of Purpose, Principles, Power, People, and Processes that helps boards to create sustainable value. Part 3 concludes by showing how the organization’s long-term "license to operate" is achieved by boards focusing on the three most important assets of the organization: its reputation; its people, and its processes.
This book explores the dilemmas that currently exist in modern approaches to corporate governance and suggests ways of overcoming them. Based on ten years of teaching more than 1,500 directors of publicly listed companies, it integrates key principles of leadership, ethics, branding, and governance into a unique five-factor framework to help directors make good decisions in strategy, risk management, succession planning, internal controls, and stakeholder engagement.
Economic inequality continues to contribute to political and social instability around the world. This instability stifles development and results in widening the wealth gap between the "haves" and "have nots," further eroding stability. It has been argued that entrepreneurship is a prime contributor to this vicious cycle. Using Entrepreneurship and Social Innovation to Mitigate Wealth Inequality contends that this is only true when the opportunity for entrepreneurship is limited to a few. The authors maintain that when entrepreneurship is open to anyone who is properly motivated, innovative, and has a goal of growth for their enterprise, it helps build wealth for a greater number of people. The concept of "social entrepreneurship" is introduced, where entrepreneurship becomes a vehicle for explicitly addressing community-based economic and social challenges using markets.
The book uses examples of entrepreneurial projects and programs that have attempted to address inequality to discuss entrepreneurship as an economic development strategy and its role in addressing the challenges of economic inequality. It advocates thinking and acting systemically, creating and sustaining entrepreneurial support ecosystems, in order to generate the synergy required to scale-up development and transform our economies and provides a distinctive perspective on a pressing social and economic issue, with significant implications for the future of the United States and the world.
Sustainability: What It Is and How to Measure It begins with a succinct business-focused summary of how to think about the risks and opportunities associated with sustainability. The author then includes his proprietary framework, The Corporate Sustainability ScorecardTM C-suite rating system, including the over 140 key sustainability indicators that are used to rate an organization’s sustainability efforts. Each KSI includes examples from organizations around the world, giving the reader a complete and unbiased understanding of all aspects of sustainability. The Scorecard has been developed over the past 20 years and used by more than 70 corporations to rate themselves on sustainability.
Gilbert S. Hedstrom illustrates the use of the Scorecard with hundreds of examples. He discusses sustainability transformation, governance, and strategy and execution. Social responsibility and environmental stewardship form important parts of his discourse in this important contribution to the debate on sustainability that will benefit business executives and those interested in sustainability and business.
Read the author's related article on the NACD blog here: https://blog.nacdonline.org/posts/pge-lessons-oversight
Boards of directors are sitting ducks. Shareholders complain and even attack, management manipulates, and individual board members have little power, able to act only as part of the board as a whole. Governance issues are front and center, yet there is often little understanding, even among board members, of the key role that they play.
Written in an accessible and human voice, The Governance Revolution: What Every Board Member Needs to Know, NOW! provides information and context essential to anyone seeking to understand how corporations and their stewards—the board of directors—can and should function in the volatile world we inhabit.
Deborah Hicks Midanek offers useful insight into what board members of corporations actually do, the current standards for board members and why they exist. She includes a timely discussion of how clarity of purpose can improve board and director effectiveness. Informed by her long experience serving public, private, and family owned corporate boards as well as those of charitable, and government organizations, she provides essential context regarding the evolution of board practice as well as candid discussion of the issues involved in the relentless effort to improve corporate governance processes. Focused mainly on the dominant public corporation, she also explores the special challenges of serving private and family owned as well as nonprofit and public agency boards.
Written by a seasoned board member, and liberally laced with stories and cases illustrating the tricky issues directors wrestle with, this book is the essential common-sense companion for anyone working with a board, serving on a board, or wanting to do so. Directors, aspiring directors, investors, and students of corporate behavior will benefit from this highly readable description of the cloistered boardroom.
For Roger Trapp's article in Forbes featuring a discussion of this title click here
For a Roundtable discussion in Financier Worldwide Magazine featuring Deborah Hicks Midanek please click here
https://www.financierworldwide.com/roundtable-risks-facing-directors-officers-aug18#.W1BqQdVKiUk
Click here for a review in Financial Analysts Journal
https://www.cfapubs.org/doi/abs/10.2469/br.v13.n1.10
Click here for an excerpt on Corporate Board Member:
Mike brings to this work his comprehensive experience and consummate technical talent in a beautifully readable book. A treasure.
--Frank Cummings, Former Adjunct Lecturer in Law at UVA Law School, Columbia Law School, NYU Law School, and ALI-ABA
Retirement Savings Policy reviews the basic policies that govern retirement savings plans, and their real world application, focusing on the key issues of finance, taxation, fiduciary conduct, and employee choice. The discussion is framed around the three fundamental challenges confronting employers and employees today – the pension legacy, the 401(k) revolution, and the pressure, from policymakers, regulators, opinion leaders, and individuals, for changes that will put retirement security within reach of all Americans.
With more than 40 years’ experience in the field, Michael P. Barry provides both a wealth of practical detail – best practices and concrete solutions – and a broad framework for understanding the issues surrounding retirement plans and strategies. The result is a comprehensive introduction to the forces that drive sponsor, participant, and policymaker decision-making.
This is the perfect book for benefits and financial professionals who want a better understanding of the basic rules that govern retirement plan administration but also serves those interested in truly understanding the nuances and issues surrounding retirement plans and policies. The approach is practical, focusing on how US retirement plans actually work, how they are taxed (and not taxed), how they are regulated.
But it is also conceptual, devoting considerable attention to an understanding of why these plans work the way they do. Why regulators and policymakers are so focused on a handful of issues – expanding coverage, reducing fees, fairness. And, at the highest level, what are the problems that we are trying to solve. As such, much of what we discuss will be of interest to a more general reader, who wants a realistic understanding of what is really at stake in current retirement policy debates.
Conventional approaches to board governance have been unable to keep pace with the momentum of change, as well as the uncertainty and asymmetric competition that characterizes the 21st century. Adapt or Fail! A 5x5 Governance Framework for Boards of Directors provides practical ways boards can lead and accelerate adaptation, even in the face of extreme uncertainty and inevitable adversity. It pulls back the curtain on governance successes and failures. It highlights the critical questions every board should ask and the lessons worth learning if organizations are to successfully adapt.
The book describes the five essential powers common to all boards and explores how to use them. Whether for profit or not, large or small, public or private, all boards must conduct the business of the board itself; set direction and policy; approve key decisions and then prudently delegate; oversee the execution of direction within policy; and verify before trusting.
Written by two governance experts who have lived and breathed these issues, the book shows how boards can embed a systematic and disciplined process of continuous adaptation by detecting signals (external/internal); interpreting those signals; responding through experimentation and innovation; judging the effectiveness of the response; and then adapting as necessary. This is an indispensable resource for board members and trustees in both for-profit and non-profit organizations.
