Boards That Work

by Geoffrey Kiel and Gavin Nicholson
ISBN: 0-074071237-3, Publisher: McGraw-Hill Australia, 2003

Reviewed by: Julie Garland McLellan*


I recommended this book to a friend last week. It is one of the most well-read books I have; I refer to it all the time.

What makes it so good? It is practical. Anyone reading this book can build a board charter and develop their own framework for analysing and improving the efficiency of their board. I should hate it! It could leave me unemployed!

The book is based on four key elements of good board practice:

  • Defining governance roles
  • Improving board processes
  • Key board functions, and
  • Continuing improvement

I often find, when advising boards, that lack of consensus on the role of the board and individual directors is the root of conflict. Many boards simply assume that each new director automatically perform to expectations. Sadly, this is often an erroneous assumption.

Having worked out exactly what role your board wants to play (and what it will expect management to do) the book then runs briskly through processes that enhance efficiency. The elements are effectively covered without making any molehills into mountains.

For me, the best part of the book is the practical way each of the key functions (strategy, risk management, CEO selection, etc.) is addressed. Instead of following the stratagem of books by former regulators and ‘eminent lawyers’ by saying what must be done but not how to do it, this book goes through the nuts and bolts of how good boards tend to approach each activity. Some options are explained and the continuum from ‘hands on development’ to ‘approving and endorsing’ is established without any of the authors’ personal biases coming through.

The section on continuing improvement is now dated; most modern boards do not need to be sold the idea that performance measurement leads to performance improvement. Still, the techniques are clear and choices are spelt out so the reader can make an informed selection.

The chapter on future directions in corporate governance is great. The past five years have proved that this chapter was well edited and the authors picked up the key trends without buying in to the hysteria and prescriptive predictions that were common in 2003.

The book has stood the test of time. It is written by two well respected practitioners and is a useful source of reference. I would not be as wealthy, but my life would be far easier if every board had a copy of this book and a member who had read it.


* Julie Garland McLellan is a governance and board consultant. She is a professional non-executive director and an AICD NSW Councillor. Her newsletter ‘The Directors Dilemma’ (available at is read worldwide. She is the author of “All Above Board: Great Governance for the Government Sector” and is currently working on her second book “All Above Board: Great Governance of Strategy and Risk”.

Julie Garland McLellan to judge 2011 Global eBook Awards