Directors at Work - a practical guide for boards
by Geoff Kiel, Gavin Nicholson, Jennifer Anne Tunney and James Beck
Publisher: Thomson Reuters (2012)
Reviewed by: Julie Garland McLellan*
Some books are compelling. This is such a book. Although the book is long and could have done with a more severe edit there is useful advice on almost every page. Better yet, the advice is practical and actionable.
The book had its genesis in a project to revise and update Kiel and Nicholson's original book, Boards at Work. The authors concluded that was an unwise and unworkable proposition and, instead, have written a new work that builds upon the original and incorporates many of the new governance practices which have emerged over the past ten years into a cohesive and logical book that can be read from start to finish.
The book is structured around the 'corporate governance practice framework'. Directors wanting to go straight to the practical aspects of the work may wish to start at chapter 3 with the legal context and skip the theoretical background provided in Chapter 2. Chapter 4 explains the roles and structures.
For me the most exciting aspect of the book is chapter 5. This introduces the key board functions starting with strategy (which is where every good board should start). The book covers much of the territory from the Australian Institute of Company Directors courses and if you have done those recently you may feel a little disappointed that the courses are not extended further.
There are some useful and practical ideas on setting a policy framework and decision-making and an excellent piece on risk management. This book explores the issues around networking and some of the 'extra-curricularâr' activities expected of directo.
There is a somewhat dry but practical exposition of the key board processes, including meeting protocols, agendas, papers, minutes and calendars. The section on committees covers all the usual committees but could usefully have been expanded to assist in thinking creatively about use of innovative committee structures and assess the needs for committees of the board, management, taskforces, ad-hoc working groups, etc. which many modern boards have established to create greater effectiveness and more strategically aligned operations.
Talking of effectiveness, as would be expected from authors whose day jobs involve board performance evaluations, there is a great section on board effectiveness which covers the whole range of issues from legal protection and insurance, through recruitment, induction and development, to succession planning and the modern quagmire that legislation has created from the once simple field of remuneration.
This is a comprehensive and integrated book. A reasonably intelligent company secretary could establish and maintain a good board secretariat with almost no other sources of reference. However it is a little cumbersome due to its size and my copy rapidly developed signs of aging and falling apart after only a month of carrying around. The electronic version is recommended for anyone who wants to read it whilst travelling and a cover guard is a must if you are intending to refer to it regularly.
There is possibly enough material here for four smaller books each of which could target a segment of the framework. However the value of an integrated concept of boards, directors and how they work is one of the best advantages of the book. The authors have done a Herculean task in uniting and aligning many disparate and diverse threads of the governance debate into a solid and useful practical guide.
I will be diving into this again over the holiday period and (most likely) referring to it in ten years' from now as one of my favourite sources of practical advice. I am sure you will find it similarly useful.
* Julie Garland McLellan is a professional non-executive director, board and governance consultant and mentor. She is the author of "Presenting to Boards", "Dilemmas, Dilemmas: Practical Case Studies for Company Directors", "The Director's Dilemma", "All Above Board: Great Governance for the Government Sector" and numerous articles on corporate strategy and governance.