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Thomas Bakewell - Claiming Your Place at the Boardroom Table

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THE QUICK-ANSWER GUIDE TO YOUR CORPORATE GOVERNANCE QUESTIONS

Serving on a corporate board isnt what it used to be. In todays complex business landscape, meaningful corporate governance requires solid skills in problem-solving, relationship-building, crisis management, leadership development, management oversight, and much more.

Written for both seasoned and first-time directors, Claiming Your Place at the Boardroom Table is a roadmap to becoming a highly knowledgeable and effective board member. Whether youre dealing with intricate business regulations, powerful personalities, crucial audits, or the many other challenges that come with serving on a board, youll find all the information and insights you need in these pages.

Written by experts in the field, Claiming Your Place at the Boardroom Table covers:

  • The essential objectives of the corporate board
  • An overview of effective corporate board service
  • Securing an invitation to your first corporate board
  • Positioning to join your next or ideal corporate board
  • Understanding financial issues board members must cover
  • All the critical information you need to know about public company reporting
  • Proven ways to be a leading member of any board you serve on
  • Packed with real-life case studies illustrating the best of the best practices, Claiming Your Place at the Boardroom Table helps you identify and navigate nuances that will make all the difference in becoming an outstanding board member. Fascinating discussions of legal cases, reporting requirements, regulatory matters, reputational risks, and lessons on all the overarching fiduciary duties of directors are included.

    Being a member of a corporate board can be a remarkably rewarding journey both professionally and personallyif you go in with the right attitude, skills, knowledge, and instincts. Claiming Your Place at the Boardroom Table takes you step by step down this exciting path to make it the most enriching experience it can be.

    PRAISE FOR CLAIMING YOUR PLACE AT THE BOARDROOM TABLE:

    An excellent resource tool for all directorsa book that I know will be a go-to book for both new and seasoned board members. Margaret M. Foran, Chief Governance Officer, VP & Corporate Secretary, Prudential Financial, Inc.; Director, Occidental Petroleum, Inc.; former Chairman, Society of Corporate Secretaries and Governance Professionals

    A terrific handbook for every executive and director looking to achieve excellence in governance, and a great read. Benjamin F. (Tad) Edwards IV, Chairman, CEO and President, Benjamin F. Edwards & Co., Director Cass Information Systems, Inc.

    Practical and substantive; directors will find useful and productive. Bakewell is an expert who earned the right to share with influence and impact. Nido Qubein, President, High Point University; Chairman, Great Harvest Bread Company; Director, BB&T, La-Z-Boy Corporation, and Dots, LLC

    Rarely does a book have insights to offer to such a wide range of people. For first-time directors, experienced directors, up and coming executives, academicians, and investors, it is a must-read. James S. Turley, former Chairman and CEO, Ernst & Young; Director, Citigroup, Emerson Electric Company, and Boy Scouts of America; and Trustee, Rice University

    Tom Bakewell has been active in the governance community for many years. His wisdom and insights, presented here, are entertaining, informative, and clearly worth the read for both the new and veteran director. Dont...

    Thomas Bakewell: author's other books


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    Copyright 2015 by McGraw-Hill Education All rights reserved Except as - photo 1

    Copyright 2015 by McGraw-Hill Education. All rights reserved. Except as permitted under the United States Copyright Act of 1976, no part of this publication may be reproduced or distributed in any form or by any means, or stored in a database or retrieval system, without the prior written permission of the publisher.

    ISBN: 978-0-07-183359-2

    MHID: 0-07-183359-5

    The material in this eBook also appears in the print version of this title: ISBN: 978-0-07-183358-5, MHID: 0-07-183358-7.

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    All trademarks are trademarks of their respective owners. Rather than put a trademark symbol after every occurrence of a trademarked name, we use names in an editorial fashion only, and to the benefit of the trademark owner, with no intention of infringement of the trademark. Where such designations appear in this book, they have been printed with initial caps.

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    TERMS OF USE

    This is a copyrighted work and McGraw-Hill Education and its licensors reserve all rights in and to the work. Use of this work is subject to these terms. Except as permitted under the Copyright Act of 1976 and the right to store and retrieve one copy of the work, you may not decompile, disassemble, reverse engineer, reproduce, modify, create derivative works based upon, transmit, distribute, disseminate, sell, publish or sublicense the work or any part of it without McGraw-Hill Educations prior consent. You may use the work for your own noncommercial and personal use; any other use of the work is strictly prohibited. Your right to use the work may be terminated if you fail to comply with these terms.

    THE WORK IS PROVIDED AS IS. McGRAW-HILL EDUCATION AND ITS LICENSORS MAKE NO GUARANTEES OR WARRANTIES AS TO THE ACCURACY, ADEQUACY OR COMPLETENESS OF OR RESULTS TO BE OBTAINED FROM USING THE WORK, INCLUDING ANY INFORMATION THAT CAN BE ACCESSED THROUGH THE WORK VIA HYPERLINK OR OTHERWISE, AND EXPRESSLY DISCLAIM ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. McGraw-Hill Education and its licensors do not warrant or guarantee that the functions contained in the work will meet your requirements or that its operation will be uninterrupted or error free. Neither McGraw-Hill Education nor its licensors shall be liable to you or anyone else for any inaccuracy, error or omission, regardless of cause, in the work or for any damages resulting therefrom. McGraw-Hill Education has no responsibility for the content of any information accessed through the work. Under no circumstances shall McGraw-Hill Education and/or its licensors be liable for any indirect, incidental, special, punitive, consequential or similar damages that result from the use of or inability to use the work, even if any of them has been advised of the possibility of such damages. This limitation of liability shall apply to any claim or cause whatsoever whether such claim or cause arises in contract, tort or otherwise.

    James J. Darazsdi worked tirelessly over the course of three decades to improve the governance of the many boards and institutions for which he served as a director, executive, and teacher. His
    governance wisdom, business pragmatism, and financial expertise shaped literally thousands of corporate leaders over the span of
    his impressive career as a business and academic leader. I am
    privileged to carry his legacy forward in this book.

    Thomas Bakewell

    Picture 2

    RECOGNIZING THE ACHIEVEMENTS
    OF DR. JAMES JIM DARAZSDI

    Darazsdis experience in a wide variety of companies, both large and small, privately held and public, from food processing to bridge building made him a valuable contributor. His thoughts expressed through his writings in many publications and his books are most worthy of our attention.

    Richard Hardy
    Chairman Emeritus, Affinity Group, Inc.

    Dr. Darazsdi was a strong advocate for Good Governance, and he dedicated most of his time practicing and teaching good corporate governance practices. And today, Dr. Darazsdis book is a crowning jewel from his numerous years of work on such an important topic, and I am confident that it will be used and adopted as a reference manual by companies and institutions worldwide.

    Antoine N. Tony Frem
    Chairman of the Board,
    Interstate Resources Inc. Vice Chairman of Board
    INDEVCO Group and Mayor of the city of Jounieh Lebanon

    I think of the wisdom [Darazsdi] brings to the field of leadership and hope that his legacy textbook can truly portray his wonderful contributions.

    William C. Bill Crews, PhD,
    Executive Director, Nonpublic Postsecondary Education Commission

    Through his research while working on his doctoral dissertation, and afterward, Jim became an expert on corporate boards and the qualities needed to become a board member and to add value to a company. This book will be must-reading for business students or for anyone considering becoming a board director.

    Marcie Harris, MBA Director of Administration
    Raymond James Financial Services, Inc. Member FINRA/SIPC

    James Darazsdi came into a struggling nonprofit and provided his business skills to get Nichols College back on track. Jim brought a fresh look to the College from an industry perspective, which began to refocus Nichols on its core operations.

    Debra M. Townsley, PhD
    President, William Peace University

    Jims association with the National Association of Corporate Directors provided valuable insights into how he could improve our own board performance. Jim developed the board charter and the annual evaluation of board performance, both of which are used today.

    Jim Perdue
    Owner, Perdue Farms

    Jim Darazsdi was an outstanding chief financial officer of Rocco Inc.

    Robert H. Twig Strickler
    Rocco Enterprises Owner

    CONTENTS

    YOUR FIRST B
    OARD

    FOREWORD
    THE PATH TO THE BOARDROOM

    People often ask if I can help them get on a board of directors, which goes with the territory as an officer of the National Association of Corporate Directors (NACD). Few people, though, know what it actually takes to be a directorespecially on a public company board. Gone are the days of the 1980s when a board seat was more of an honorary position. The events of the past 15 to 20 years have put a new lens on board service, and to paraphrase Bob Dylan, The timesthey have achanged. Still, board service has a lot to offer, but it takes a lot in return.

    When I started my career at NACD, I was introduced to Jim Darazsdi. Jim had a unique blend of experiences, from academic, to CEO, to board member of a variety of companies, public, private, and nonprofit. Most importantly, Jim was a lifelong student and someone who truly believed that everyone could benefit from continuous learning. At the time I met Jim, he was the chair emeritus of NACD, and although he was no longer on our board, he remained very active with NACDmost prominently on our faculty, teaching everything from finance to strategy. I had the pleasure to work with him for about 8 years until I received a phone call from him indicating that he was writing a bookas his legacy. He told me he was dying and only had a few months to live, but he wanted to leave a book to help inform the next generation of students of governance and board service. Shortly thereafter, Jims wife Janet called to tell me Jim had passed. She sent me his manuscript and asked if I could help her get it finishedand published. I called the only person I thought might be able to build on the solid foundation that Jim had startedTom Bakewell.

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