The Chairman's Red Book
by Brett Heading, Sophie Ward and Ben Wood
ISBN: not applicable
Publisher: McCullough Robertson Lawyers (2012)
Reviewed by: Julie Garland McLellan*
Every once in a while an author appears with an exquisite balance between the practical and artistic aspects of company directorship. This book gave me one of those of those happy moments. Although it is obviously self-published and is highly specific to one jurisdiction and one audience, chairmen of public companies based in Queensland, Australia, this book manages to provide guidance without patronising, legal insight without jargon and expertise without lecturing. It is, simply, a great addition to director's reading.
The book offers both insights into the application and compliance with, and straight-forward listings of, relevant legislation. The list of topics has been pruned to a manageable scope and the tome fits comfortably into a medium sized handbag or large coat pocket. The subjects covered include general directors' duties, disclosure and trading, the ASX principals, diversity, remuneration, meeting procedures and more. There is a comprehensive coverage of transactional issues (which many directors encounter only infrequently in their careers) and a thoughtful approach to modern hazards such as electronic records and communications, misguided 'multi-tasking' and digital strategy.
Recent legal cases are discussed in a conversational, storytelling, fashion which allows rapid assimilation for minimal effort. Some of the cases are modern classics, such as the Centro case; others, such as the Bridgecorp case, are almost unheard-of outside the legal fraternity and the persons involved. All add up to a comprehensive and frightening litany of the traps awaiting unwary directors.
The book starts with an exhortation that Chairmen should set the moral tone for their boards and also ensure that the basics of good governance are firmly applied across the companies which they lead. I used exerts from it to provide quotes for a course that was attended by aspiring, rather than practicing, directors and the material was clear even to those with no exposure to boardrooms or the director-level thinking they should contain. As a former listed company chairman I judge the book to be one that I shall refer to often for a quick oversight of key issues and as a consultant I will turn to its pages for advice although the authors, being lawyers, are quick to point out that it is general information and that proper legal advice should always be sought.
There is a companion blog that highlights and extends the material in the book. If well-tended this could prove a useful source of up to date information as the legislative environment changes.
The book is available on request from the authors and it is to be hoped that a commercial copy will be produced at some time to extend the reach of the resource.
Email email@example.com to request a copy.
* Julie Garland McLellan is a professional non-executive director, board and governance consultant and mentor. She is the author of "Dilemmas, Dilemmas: Practical Case Studies for Company Directors", Dilemmas, Dilemmas II: More Practical Case Studies for Company Directors (Volume 2), "The Director's Dilemma", "Presenting to Boards", "All Above Board: Great Governance for the Government Sector" and numerous articles on corporate strategy and governance.