The Black Box of Governance : Boards of Directors Revealed by Those Who Inhabit Them

In the world of corporate governance, the board of directors is often viewed as the "black box" of companies: only the board members who are seated at the meeting table understand how this "decision-making machine" works. In this book, a board member with over 25 years’ experience pulls off the lid and shows both how boards have worked and how they could work. This book is grounded in extensive research in three different surveys: one with more than 100 Brazilian directors, another with 340 board members from 40 countries, and a final one with 103 Brazilian directors serving on 238 boards. It also includes interviews with Ira Millstein, Sir Adrian Cadbury, Robert Monks and Mervyn King. The inner-workings of the board of directors are revealed: • What keeps directors awake at night • Obstacles to efficient decision-making • Behavioral dynamics, both within the board and in relation to the management • Pitfalls that arise from individual and group biases Based on these insights and the author’s own consulting and board experience, the book presents a guide to behavioral tools enabling directors and executives to confidently navigate the boardroom, improving interactivity and the efficiency of the decision-making process. Intended for directors and executives who are directly involved in the board's activities, as well as for leaders responsible for strategy implementation, this book provides a behavioral compass for all those interacting with the "black box." "In the world of corporate governance, the board of directors is often viewed as the 'black box' of companies: only the board members who are seated at the meeting table understand how this 'decision-making machine' works. In this book, a board member with over 25 years' experience pulls off the lid and shows both how boards have worked and how they could work. This book is grounded in extensive research in two different surveys: one with more than 100 Brazilian Directors and another with 340 board members from 40 countries. It also includes interviews Ira Millstein, Sir Adrian Cadbury, Robert Monks, and Mervyn King. The inner workings of the board of directors are revealed: What keeps directors awake at night Obstacles to efficient decision-making; Behavioral dynamics, both within the board and in relation to management; Pitfalls that arise from individual and group biases. Based on these insights and the author's own consulting and board experience, the book presents a guide to behavioral tools enabling directors and executives to confidently navigate the boardroom, improving interactivity and the efficiency of the decision-making process. Intended for directors and executives who are directly involved in the board's activities, as well as for leaders responsible for strategy implementation, this book provides a behavioral compass for all the ones interacting with the "black box""-- Provided by publisher Cover Half Title Title Page Copyright Page Dedication Table of Contents Foreword by Ira Millstein Foreword by Sérgio Rial Foreword by Karina Litvack Acknowledgments Introduction PART I: The Black Box 1 The Decision-Making Machine 2 Alone, But Always Accompanied 3 Relations under Tension 4 The Chair of the Board, Too Often Misunderstood 5 What Keeps Board Members Awake at Night? PART II: Thinking Outside the Box 6 The Myth of Corporate Rationality 7 The Behavioral Compass Bibliography List of Figures List of Tables List of Graphs About the Author Index Preface / by Ira Millstein -- Preface / by Sérgio Rial -- Preface / Karina Litvack -- The decision-making machine -- Alone, but always accompanied -- Relations under tension -- The chair of the board, too often misunderstood -- What keeps board members awake at night? -- The myth of corporate rationality -- The behavioral compass