Giving Voice to Values in the Boardroom
Published by: Routledge
Release Date: December 30, 2020
This book takes the central issues facing board members today and applies the giving voice to values framework while also providing insights from practicing board members who have faced these issues. It covers such topics as strategic planning and monitoring, director independence, privacy and cyber risk, executive compensation and CEO succession planning. With this book, readers will also grapple with the conflicts of interest that might arise in the director selection process, role of the nominating committee and the compensation committee in order to cultivate more optimal board dynamics.
The principles of giving voice to values start by asking a deceptively simple question: ‘What if you were going to act on your values—what would you say and do?’ The book then provides an overview of the current landscape of corporate governance along with the major rules and director duties applicable to the board of directors. The book’s latter chapters contain a series of five scenarios common to the board of directors that are presented as a set of “Board Challenges” involving the tensions often found in board work.
In Giving Voice to Values in the Boardroom, the author, Cynthia E. Clark, provides practical strategies for board members and other constituents of corporate governance to deal with these challenges. These cases are designed to help users of the book implement prescripting and action planning. Each case will also have discussion questions about the stakes and stakeholders, common reasons and rationalizations and examples of how firms and governance professionals have handled similar board challenges.
"Professor Clark’s outstanding and much-needed book, Giving Voices to Values in the Boardroom, starts from the premise that voicing one’s values matters to board decision-making, and values drive behavior. To change behaviors, director voices are needed.
Speaking up can be very challenging – and even costly – for directors.
Beginning with the central challenge in corporate governance – director independence – Dr. Clark critiques real boardroom situations that both strengthen and undermine director independence, competencies and dynamics. Then, Dr. Clark proceeds to tackle the central role of a board: CEO succession and compensation, and linking both of these to strategic execution. Dr. Clark concludes with the risks and opportunities of digitization, which has the power not only to disrupt business models but make companies obsolete. Again, voices matter. A good board is never in denial.
Based on weaving research with real board situations and interviews, Professor Clark’s book is a welcome and fresh perspective on the way boards actually impact performance (or not). This book makes a significant contribution to the field and should be a must-have for any director who wants to make a difference on the board on which they are a member. I highly recommend it!"
—Richard Leblanc, FCMC, BSc, MBA, LLB, JD, LLM, PhD, Professor of Governance, Law & Ethics, York University, and Independent Advisor to Boards
"Speaking up can be emotionally challenging and put a collegial Director culture at risk. The Chapters are organized around five cases: Director Independence, Director Selection, CEO Succession, CEO Compensation and Cybersecurity. Prior to each case, Professor Clark provides a well-researched overview of the topic. The overview itself is worth the price of the book.
Another useful contribution is the author’s classification of the common “push backs” your Board colleagues typically offer to champion the status quo. These pushbacks are (1) standard practice (2) materiality (3) locus of responsibility and (4) locus of loyalty. The book goes into depth about how to confront each of these rationalizations. GVV provides a structure to confront each of these rationalizations."
—Laurence J. Stybel, CEO/Co-Founder Board Options Inc., “Seat at the Table” Webinars
“There likely isn’t a director – new to their role or a seasoned veteran – who wouldn’t benefit from the practical approaches and framework Cynthia applies to any number of timeless or emerging boardroom dilemmas that may challenge his/her/their value system.”
—Amy Rojik, National Partner and Director of BDO’s Center for Corporate Governance