The Board: Behind Closed Doors with the Directors of DFP, Inc.

by James R. Ukropina
ISBN: 1403382557, Publisher: Greenleaf Publishing, 2004

Reviewed by: Julie Garland McLellan*

Boards are secretive. Although transparency and open disclosure are de rigueur for business activities, the boardroom is shrouded in a veil of confidentiality. Minutes are rarely a full transcript and, unless you are actually on the board, or in the room with them, you won't know how decisions were reached, who said what, to whom, how or why.

This raises a pertinent question: how can directors know what a board would be like before they have joined it?

This book answers that question.

The book follows the development of publicly listed DFP, Inc., as it grows, suffers setbacks, rebuffs takeovers, manages dissident directors and adapts to the changing governance demands. Everything is included, from sexual harassment to social responsibility. The board is a hypothetical (of course) and the company doesn't exist, but after a few chapters you will feel as if you belong at that table and have a part to play in all that transpires. Thanks to the author's personal experience, characters and actions are believable.

Some aspects are very American, such as the combined chairman/CEO role. This gives a sense of unreality in some passages, such as the occasion when the CEO demands the resignation of an under-performing director, but governance practitioners from North America confirm these events would be usual over there.

Board papers including key agenda items for the meeting, financial results and share market performance data precede each chapter. The action is mainly centred in the boardroom and focuses on the director's discussions and decision-making. After each meeting, disclosure statements and progress reports keep the reader apace of developments until the next meeting. There are a few lunches (even in the eighties when presumably only wimps were eating) and golf outings for “social decision making and bonding”. Just as in real life, mistakes are made and come back to haunt the board. Most of the time the board does a reasonably good job, just like most boards in most companies.

The key take away from this book is the simulated reality. At the end of the book you will feel as if you have 16 years of boardroom experience. It would be a good read for anyone who enjoyed, or is considering, the AICD Advanced course and a great read for anyone who would like to add to their boardroom experience whilst on the plane, train or in the safety of their own bedroom!

*Julie Garland McLellan is a professional non-executive director and an AICD NSW Councillor. She is the author of “All Above Board: Great Governance for the Government Sector” and numerous articles on corporate strategy and governance.

Julie Garland McLellan to judge 2011 Global eBook Awards