Corporate Governance: Understanding the Board-Management Relationship

(Paperback)

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This book presents an economics-based legal and business perspective of essential elements of organization governance. The authors share their wisdom and experience by providing a unique and focused perspective to help you evaluate and understand the actions of directors and officers and their implications for corporate executives, legal counsel, business managers, stockholders, and consumers.

By providing essential guidance to develop a comprehensive, strategic view of organizational responsibilities, this guide:

• Outlines economic fundamentals and specific legal issues underlying organization governance
• Discusses the need for a shift from a governance structure based on tone at the top to a structure based on substantive checks and balances
• Examines information gaps often facing boards and board committees
• Drills into the monitoring of cash flows, the responsibilities of the board, the CLO, the CFO, and others
• Addresses an organization's intellectual capital and the requirements for board and management action and interaction
• Looks ahead when reviewing current issues such as ESG investing and the evolution of governance responsibilities
• Provides the reader with a firm grasp of the developments of corporate governance and what it means for prosecuting or defending corporate litigation arising from governance issues

Author Bio

Stephen has been addressing organization governance issues for over 50 years going back to his May 1970 exchange with Nobel Economist Paul Samuelson in The Quarterly Journal of Economics (Professor Samuelson on Free Enterprise and Economic Influence: A Comment). As founder and president of H.S. Grace & Company, Inc. (HSG), he has been involved in a broad range of consulting assignments and has been retained as a testifying expert in over 150 matters. His work has focused on complex business issues including organization governance and business conduct.Previously, he served as National Director at Large with Touche Ross &Co./Deloitte & Touche, President and CEO of Dane Development Corporation; Vice President of Finance and CFO of Century Corporation; and simultaneously served as Senior Vice President and CFO of Century Development Corporation; and Assistant Treasurer of Zapata Corporation.His professional and community affiliations include: Financial Executives International national chairman 2003-2004, member of the office of the chairman, president of the New York City and Houston chapters, area director, area vice president, and trustee of The Financial Executives Research Foundation and member of Committee on Governance, Risk and Compliance; Forbes CFO Forum Advisory Board; New York State Society of CPAs (NYSSCPA) Quality Enhancement Policy Committee (advisor); Lamar University College of Engineering Advisory Council founding member; Lamar University College of Business Advisory Council; Jesse H. Jones School of Business, Texas Southern University Advisory Council; Calvert House, University of Chicago Advisory Council.His library of publications and addresses is set out on the HSG website. Articles prior to the creation of the HSG website are available. Suzanne spent 30 years within the Interpublic Group of Companies (IPG). She retired as Vice Chair-WW CFO at Initiative Media. Prior to that she was WW-CFO at Lowe Lintas & Partners Worldwide, EVP-Chief Financial & Administrative Officer at Campbell-Ewald Worldwide, and SVP-Finance & Administration at Clinton E. Frank Advertising. She currently is a member of the board of advisors of Grace & Co. Consultancy, Inc. and for the previous nine years was on the board of directors of a private electric vehicle company where she chaired its audit committee and sat on the compensation, corporate governance, and transactions committees. She is active in Financial Executives International and its national committee on governance, risk and compliance, and previously served as president of its Detroit chapter. She is an elected member of the International Womens Forum and past treasurer of its Chicago Forum. Previously, she served on the board of trustees of Fielding Graduate University and chaired its finance, investment, and IT committees; the Detroit Workforce Development Commission executive board; the American Association of Advertising Agencies (AAAA) insurance company board and its investment and audit committees; as well as local civic board associations. She received her MBA from the University of Chicago-Booth School of Business and a BS from Marquette University, where at each school she was a member of Beta Gamma Sigma. Joe has over 40 years of industry experience, including 25 as a claims professional and executive. Through his firm, Catamount Services LLC, he offers consulting and other services to policyholders, insurance companies, brokers, and others. As an arbitrator and mediator, he specializes in disputes involving insurance coverage issues. His expert witness services include testimony on insurance industry custom and practice, as well as claims handling standards. His consulting services include policy and endorsement drafting and reinsurance audits. His specialty areas of expertise are management liability insurance products, such as directors and officers, and other complex professional liability and errors and omissions coverages, including but not limited to transactional risk insurance, lawyers professional, and employment practices liability. He has been a frequent speaker and writer during his extensive professional career, including publications and presentations in the United States, Europe, and Asia. Joe is a certified arbitrator through ARIAS-US, a CPR-trained mediator, and is admitted to practice of law in New York and New Jersey. He is currently a member of the board of advisors at Grace & Co. Consultancy, Inc. Larry earned a degree in mathematics from Brown University and an MBA from NYU. He served as VP and Treasurer of AT&T, as well as CEO and Chair of AT&T Investment Management Corp. He also served as EVP of LaBranche & Co., a NYSE firm. Larry is currently Chair of the Turrell Fund and serves on private equity boards at JP Morgan. He has served on four public company boards and is the author of the book Uncommon Profits Through Stock Purchase Warrants published by Dow- Jones Irwin. He currently is a member of the Board of Advisors of Grace & Co. Consultancy, Inc.