Constructive Engagement: Directors and Investors in Action

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Gower Publishing, Ltd., 2005 - Business & Economics - 286 pages
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The relationships between investors, directors and companies have never been so vital, or so confusing. Gone are the days when being a non-executive director (NED) meant an agreeable lunch, and when CEOs wanted them to meet investors 'over my dead body'. Even the most admired companies can be engulfed in scandal, and the NEDs find themselves having to drive through fundamental changes. The corporate environment is full of pitfalls for unwary boards. And there are plenty of headline stories of directors who have failed to measure up. Equally, a high quality board which has the confidence of the investors is a major strategic asset: making better decisions, attracting better people and allowing bolder strategies to succeed with investor backing. Nicholas Beale uses research gathered from leading FTSE 100 chairmen, directors and investors to explore the changing roles and relationships of chairmen, executive and non-executive directors, and investors. engagement; an approach that sees these companies (and the people behind them), each in their own way, address the challenges that are at the heart of global capitalism, and that have lead to the Higgs Review, Sarbanes-Oxley and other regulatory attempts to address corporate mismanagement. From discussions with over 100 leading practitioners, detailed studies of three leading companies, three leading investors and an extended case study on investor engagement at Royal Dutch Shell, the author draws a series of ideas and guidance for all of the parties involved. Sadly this book has come too late for the directors and investors of those companies that have crashed and burned. But for all others who are, or aspire to be, directors or significant investors in listed companies: read this book, learn the lessons it has to offer, and start adopting them in the organization(s) with which you work and in the portfolios you develop.
 

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Contents

Axes of Engagement
3
Someone of Sound Mind
23
A Policemans Lot
31
Seven Pillars
49
BP
51
Tate Lyle
73
Vodafone
83
BGI
99
Constructive Engagement in Action Royal Dutch Shell
123
Notes of Experience
149
Chairmanship and Board Effectiveness
151
The Independent Directors and Executive Directors
169
Reflections on the Investment Industry
195
Perspective on the Governance Landscape and Trends
213
Unscientific Postscript
221
From Governance to Stewardship
223

Fidelity
105
UBS Global Asset Management
115

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About the author (2005)

Nicholas Beale is a social philosopher and longtime collaborator with Dr Polkinghorne.

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