How to build your corporate governance library.
Now that industry-wide conferences are in full swing, whether you are traveling to your destination by bus, train or hopping on a plane, there should be some spare time to get in a little bit of reading.
So, corporate secretaries should consider using some of that valuable time building or adding to your corporate governance library.
We spoke to a few industry experts and governance professionals who recommended some books worth reading – books that can help corporate secretaries keep up with the changing regulatory environment and other emerging issues.
Here are a handful of great choices:
(i) Perhaps the most important book for corporate secretaries is Influence: Science and Practice by Robert Cialdini, says Jack Sunday, CEO of Group Five, a consulting and market research firm specializing in corporate shareholder and stock plan services. ‘To be successful most corporate secretaries today require the support of others in the company, including the board of directors, over whom they have little or no power or authority [and] it is primarily through their personal influence that they are able to accomplish their objectives.’
According to Sunday, Cialdini combines evidence from studies with the techniques and strategies he gathered while working in the industry to help his readers develop persuasive tactics, which can be helpful to corporate secretaries.
(ii) Another book Sunday recommends is Management/Mismanagement Styles: How to identify a style and what to do about it by Ichak Adizes. ‘This book delineates various management styles and provides effective ways of dealing with them to improve personal effectiveness.’
(iii) Kris Veaco, principal of the Veaco Group, and former in-house corporate secretary, feels that stocking up on corporate law books is equally important. These books once played an integral role in a corporate secretary’s formal education, and remain an untapped resource. ‘The American Bar Association has some resources, such as the Corporate Directors Guidebook, that are also relevant to the corporate secretary,’ says Veaco.
(iv) The Directors Handbook by Thomas Dougherty at Skadden Arps is also very thorough, says Veaco, who has been advising large public companies on securities law compliance and corporate governance for over 20 years. He points out that the key to staying on top of your game is to ‘have a strong foundation in governance and then stay current with the changes.’ So, curling up with the right book can help.
If none of these recommendations matches your governance needs, believe it or not, there is a smorgasbord of books left to choose from.
(v) This year, Stanford Graduate School of Business released, Why Does Corporate Governance Really Matter? by David Larcker and Brian Tayan, which seeks to encapsulate board governance and not just the theory.
‘We were trying to separate the hype and rhetoric of corporate governance versus what we know,’ says Larcker. ‘The book looks at governance from all perspectives, not just legal…the existing literature is too legalistic - it focuses more on compliance rather than strategy.’
In hindsight, he says the book provides facts over opinions and can help corporate secretaries identify emerging developments that can improve governance. ‘Corporate governance isn't one-size-fits-all. We show that there are a lot of things to take into account in making governance decisions - from a company's culture to its business model to where the company is in its growth cycle to a lot of other issues,’ Larcker concludes.
In closing, this newsletter should reach many of you as you are attending the Society of Corporate Secretaries and Governance Professionals national conference in Denver. While you are there, be sure to pick up or find out more about the publications the society offers, as well as the other reading materials provided by corporate secretaries across the US, and start expanding your library.
