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Dambisa Moyo - How Boards Work: And How They Can Work Better in a Chaotic World

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How Boards Work: And How They Can Work Better in a Chaotic World: summary, description and annotation

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A New York Times bestselling author and veteran board member offers an insiders view of corporate boards, their struggles, and why they must adapt to survive. Corporate boards are under great pressure. Scandals and malpractice at companies like Theranos, WeWork, Uber, and Wells Fargo have raised justified questions among regulators, shareholders, and the public about the quality of corporate governance. In How Boards Work, prizewinning economist and veteran board director Dambisa Moyo offers an insiders view of corporate boards as they are buffeted by the turbulence of our times. Moyo argues that corporations need boards that are more transparent, more knowledgeable, more diverse, and more deeply involved in setting the strategic course of the companies they lead. How Boards Work offers a road map for how boards can steer companies through tomorrows challenges and ensure they thrive to benefit their employees, shareholders, and society at large.

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Copyright 2021 by Dambisa Moyo Cover image Jamen Percy Alamy Stock Photo - photo 1

Copyright 2021 by Dambisa Moyo

Cover image: Jamen Percy / Alamy Stock Photo

Cover copyright 2021 Hachette Book Group, Inc.

Hachette Book Group supports the right to free expression and the value of copyright. The purpose of copyright is to encourage writers and artists to produce the creative works that enrich our culture.

The scanning, uploading, and distribution of this book without permission is a theft of the authors intellectual property. If you would like permission to use material from the book (other than for review purposes), please contact permissions@hbgusa.com. Thank you for your support of the authors rights.

Basic Books

Hachette Book Group

1290 Avenue of the Americas, New York, NY 10104

www.basicbooks.com

First Edition: May 2021

Published by Basic Books, an imprint of Perseus Books, LLC, a subsidiary of Hachette Book Group, Inc. The Basic Books name and logo is a trademark of the Hachette Book Group.

The Hachette Speakers Bureau provides a wide range of authors for speaking events. To find out more, go to www.hachettespeakersbureau.com or call (866) 376-6591.

The publisher is not responsible for websites (or their content) that are not owned by the publisher.

Library of Congress Cataloging-in-Publication Data

Names: Moyo, Dambisa, author.

Title: How boards work: and how they can work better in a chaotic world / Dambisa Moyo.

Description: First edition. | New York: Basic Books, 2021. | Includes bibliographical references and index.

Identifiers: LCCN 2020057073 | ISBN 9781541619425 (hardcover) | ISBN 9781541619418 (ebook)

Subjects: LCSH: Boards of directors. | Directors of corporations. | Corporate governance.

Classification: LCC HD2745 .M69 2021 | DDC 658.4/22dc23

LC record available at https://lccn.loc.gov/2020057073

ISBNs: 978-1-5416-1942-5 (hardcover), 978-1-5416-1941-8 (e-book)

E3-20210330-JV-NF-ORI

How Boards Work is exactly what any prospectiveor sittingboard member needs to understand the true rigors and realities of board life. Having seen it all, Dambisa Moyo offers valuable guidance on how boards can best focus their time and energy while grappling with social, governance, and environmental issues.

ARIANNA HUFFINGTON, founder and CEO, Thrive Global, and former Uber board member

How Boards Work offers a thorough and nuanced take on the ever-evolving role of corporate boards today. Dambisa Moyo provides a candid assessment of the challenges and opportunities that directors face and wisely warns of the dangers of stasis. The book is not only a must-read for the most tenured and experienced board members, but it also provides critical context to those who one day hope to have a seat at the table. CEOs and corporate leaders everywhere would also be wise to pick up this book.

MELLODY HOBSON, co-CEO, Ariel Investments; chair of the board of directors, Starbucks; board member, JP Morgan; former board chair, Dreamworks; and former board member, Estee Lauder

This highly engaging book will rightly attract those interested not just in good corporate governance but also the well-functioning of market-based economies. Drawing on her direct involvements on several boards of companies facing difficult decisions, as well as her global economic expertise, Dr. Moyo has written an indispensable guide to how boards function, malfunction, and, most importantly, should operate better. In not shying away from arguing for more assertive boards to overcome costly corporate failures and malaise, she sets out an action-oriented agenda for improving governanceto deal better with long-standing challenges, including better globalization and management of our environment, and to meet mounting new ones in a post-pandemic world. Simply put, this is a must-read for those who realize that, anchored by a more diverse mindset and modernized governance structures, companies can and must play a more important role in helping society overcome too many years of low, unequal, and non-sustainable growth, as well as proliferating mistrust and spreading marginalization.

MOHAMED A. EL-ERIAN, president of Queens College, Cambridge University; board member, Under Armour; and author of The Only Game in Town and When Markets Collide

Boards have incredible power to impact how companies and their stakeholders meet the challenges of the modern age. But boards are complex and living organisms that require more than just getting smart people in a room. Dr. Moyos book, informed by real-world experience in negotiating complex situations, should be a must-read for any board that wants to excel and have an impact today.

DAN LOEB, founder and CEO, Thirdpoint, and former Sothebys board member

Edge of Chaos: Why Democracy Is Failing to Deliver Economic Growthand How to Fix It

Winner Take All: Chinas Race for Resources and What It Means for the World

How the West Was Lost: Fifty Years of Economic Follyand the Stark Choices Ahead

Dead Aid: Why Aid Is Not Working and How There Is a Better Way for Africa

To current management and employees, so they know what their boards do

To investors, so they appreciate boards limits and possibilities

To policymakers and regulators, so they are more aware of the trade-offs that boards face

To current board members, to help guide their reform agenda

To future board members, to help them grasp the board role

To the general public, so they better understand why successful boards and well-governed corporations are critical for society at large

I TOOK A SEAT ON MY FIRST LARGE CORPORATE BOARD OVER A DECADE AGO . In the years since, I have had the privilege of being intimately involved in corporate decision-making in an era of fascinating transformations around the world. From the early days of my professional career, I have been intrigued by the perspective provided by a boards high corporate perch and its decision-making power.

As it turned out, corporate boards deal with issues that are ideally suited to my own academic and professional experience, including business, economics, finance, and geopolitics. The companies I have served span a wide range of sectors: banking, consumer goods, technology, oil and gas, media, and mining. Each company is worth multiple billions of dollars, most employ a workforce numbering in the tens of thousands, and many serve hundreds of thousands of customers around the globe. Every one of these companies relies on a dozen or so people, sitting at a boardroom table, to oversee a vast and varied enterprise.

In my time serving on corporate boards, I have witnessed and helped respond to some of the most extreme and testing situations in the corporate world, including

Picture 2 the death of a chairman of the board while he was in office;

Picture 3 multiple CEO successions, and hiring and firing of chief executives;

Picture 4 buying and selling companies, including the sale of a global corporation for $100 billion, the largest global mergers and acquisitions transaction in 2016;

Picture 5 enormous regulatory fines stemming from a crackdown on corporate behavior;

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