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Harvey A. Meier Co - The CEO and Board Trusted Ally™

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Board Governance Best Practices Book: A Hands-On Guide To Optimize Governance And Leadership Effectiveness

Board Governance Best Practices

$77.00 USD

For orders outside the US, please contact the author.

A practical guidebook to help directors carry out their duties and responsibilities effectively.

Category: Uncategorized
  • Description
  • Testimonials
  • Additional information
  • Table of Contents

Description

A Practical Guide to Enhancing Governance and Leadership Effectiveness

The most effective and successful boards are led by directors who prioritize strong leadership over personal interests and politics.

This practical guidebook aims to help directors carry out their duties and responsibilities effectively. It is designed for both current directors and those considering these roles. The objective is to empower directors to improve their boards’ effectiveness and strengthen collaboration with their CEOs and senior executives to achieve optimal governance and organizational success.

“This guide provides a clear and concise overview of best practices in board governance. It serves as a valuable reference, solidifying its reputation as the Robert’s Rules of Order for Boards. Whether directors are aspiring, new, or seasoned, this resource is insightful and practical, enhancing their contributions in the boardroom and collaboration with the CEO.”

– Mark A. Pfister, IBDC.D (International Board Director Competency Designation)
Strategic advisor for executives and boards in the public, private, and nonprofit sectors

About The Author

CEOs, boards, and senior executives of privately held for-profit companies and non-profit organizations regularly confer with Harvey Meier, their CEO and Board-Trusted Ally® to reaffirm that they are making wise decisions and good judgment calls.

Harvey understands best practices in board governance, ensuring his advice is productive and top-notch. He differentiates facts from emotions to focus on what CEOs and boards need to strengthen their partnership and optimize their organizations’ performance.

“Harvey’s knowledge and understanding of board governance is unmatched by anyone I have encountered in my thirty-eight years of working in the financial sector. This guidebook is a quick, easy read and a must-have. I’ve ordered it for myself and my directors.”

– Lea Klingert, CEO of Alaska Commercial Fishing and Agriculture Bank


“Board Governance Best Practices is a valuable, practical, hands-on resource for new and seasoned directors. It is a concise guidebook outlining best practices, clarifying director roles, responsibilities, and decision-making boundaries, and reinforces the board-CEO partnership.”

– Grant Lundberg, Board Chairman of Frontier CO-OP & CEO of Lundberg Family Farms


“Harvey is an insightful and discerning advisor and mentor – effective at showing boards how to execute best practices and executives how to reach their highest potential. His ability to build and maintain long-term client relationships speaks to his character and warmth. I recommend you get to know him.”

– Christian Muntean, President, Vantage Consulting

Additional information

Weight 5 oz
Dimensions 1 × 7 × 10 in

Board Governance Best Practices

Table of Contents

INTRODUCTION
 
vii
ABOUT THIS GUIDEBOOK
 
viii
BOARD GOVERNANCE
 
1
Section 1 Qualifications and Expectations of a Director
 
1
Section 2 Board Member Responsibilities
 
2
Section 3 Characteristics of a Good Board
 
3
Section 4 Board Tasks and Accountabilities
 
3
Section 5 Criteria for Separating Board and CEO Decisions
 
5
  The Board
 
5
  The CEO
 
6
Section 6 The Board and CEO Decision-Making Boundaries
 
6
  Board Decisions Solely
 
7
  CEO Decisions Solely
 
7
  Shared Decision Areas (Board and CEO)
 
8
Section 7 Why Boards Succeed
 
9
Section 8 The Board as a Partner
 
10
Section 9 The CEO as a Partner
 
10
Section 10 Ten Questions that Matter
 
11
Section 11 The Board-CEO Partnership: Four Critical Questions
 
11
Section 12 Legal Responsibilities of Board Members
 
12
(a) Duty of Loyalty
 
12
(b) Duty of Confidentiality
 
12
(c) Duty of Care
 
13
(d) Duty of Obedience
 
13
(e) Code of Conduct
 
14
Section 13 The Business Judgment Rule
 
14
Section 14 Director Ethical Responsibilities
 
16
(a) Warning Signs
 
16
(b) When In Doubt, Directors Should Ask
 
17
Section 15 Removal of a Board Member
 
17
Section 16 Director Indemnification
 
18
Section 17 Board Member Risk Management Responsibilities
 
18
(a) Use of Commercial Property Insurance
 
18
(b) Use of General Liability Insurance
 
19
(c) Use of Directors and Officers Liability Insurance (D&O Insurance)
 
19
(d) Independent Director Liability Insurance
 
19
(e) Use of Employment Practices Insurance
 
20
(f) Use of Crime Insurance
 
20
(g) Use of Fiduciary Liability Insurance
 
20
(h) Cyber Insurance
 
22

SPECIAL GOVERNANCE CONSIDERATIONS

Section 1 Board Committees
 
23
(a) Executive Committee
 
23
(b) Finance/Audit Committee
 
24
Section 2 Bylaw Amendments
 
24
Section 3 Board Meetings
 
24
(a) Using Robert’s Rules of Order to Conduct Board and Shareholder Meetings
 
25
(b) The Board Meeting Agenda
 
25
(c) The Executive and Closed Board Meetings
 
26
(d) Board Meeting Minutes
 
27
(e) Shareholder Attendance
 
30
Section 4 New Director Orientation
 
30
Section 5 The Board Policy Manual
 
34
Section 6 Conflict Resolution in the Boardroom
 
37
Section 7 Director Communication Styles
 
39
Section 8 Evaluating Board Performance
 
42
Section 9 Evaluating CEO Performance
 
43
Section 10 The CEO Succession Planning Process
 
45
Section 11 CEO, Senior, and Support Staff Compensation
 
47
(a) The Board’s and CEO’s Role in Compensation
 
47
(b) Performance Based Compensation
 
47
(c) The CEO’s Compensation
 
48
(d) Determining CEO, Senior, and Support Staff Compensation
 
48
Section 12 Understanding, Monitoring, and Reviewing Financial Performance
 
49
(a) Overview and Board Responsibilities
 
49
(b) Accrual Accounting versus Cash-Based Accounting
 
51
(c) What to Expect from Your Auditor
 
51
(d) What Should Be Included in the Audit Report
 
52
Section 13 The Strategic Planning Process
 
54
APPENDICES
 
 
A. Example Director Pledge
 
57
B. Example Board Code of Conduct
 
59
C. The Fundamental Motions of Robert’s Rules of Order
 
62
About the Author
 
65

 
PDF – Board Governance Best Practices

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    • The One Page® Planning and Performance System
  • Harvey A. Meier Books
    • Board Governance Best Practices
    • The Agricultural Co-op Director Guidebook Series
    • The D’Artagnan Way
  • Viewpoint Commentary & Articles
  • Corporate and Nonprofit Governance
  • Co-op & Agribusiness Governance & Leadership
    • Enriching the Co-op Board/CEO Partnership
    • How We Advise Co-op Boards of Directors
    • The Institute for Agribusiness Director Training & Education
  • Leadership, Executive Forums, Executive Coaching, and Consultant Mentoring
    • The Institute for Future Leaders
    • Executive Forums
    • Executive Coaching
    • Consulting Coaching
  • Mergers & Acquisitions
  • Mediation & Communication
  • Family Business Management
  • Executive Recruitment
    • How to Do an Executive Search
  • Twin Lakes Village Golf Club/Lake Duplex Rental
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