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Disaster in the Boardroom

‘Where was the board?’ Time and again, we ask ourselves this very question in the wake of yet another corporate scandal or disastrous financial collapse. The board of directors are the guardians of the company, ensuring it is well-managed and operating in the best interest of shareholders and stakeholders.

So why, when companies come crashing down, do we hear of boards who have failed in their fiduciary duties; that they have either been ignorant, complaisant or down-right complicit? The fact is that corporate scandals are nothing new, nor are they limited to any one geography. They are a damning indictment of our systems of corporate governance around the world, and yet little changes. We shrug and move on, accepting they are an unavoidable part the system that produces incredible wealth for economies and societies. But it should not be that way. This book shows how boards can be better. Looking not so much at the disasters themselves, but why they happen, the authors present in-depth case studies of major global corporations to illustrate the six dysfunctions of the boardroom and how they can be overcome. Exploring common themes such as lack of independence from management, missing key voices, cultural amplification, diffusion of responsibility, rule-bound cultures and groupthink, it identifies ways to strengthen boards, improve their culture and competence and give directors and others the power to take action and ultimately prevent disasters from happening.

This is a must-have book for anyone operating in the boardroom, those aspiring to board positions, and anyone interested in why boards fail, so that the boardroom dysfunctions and their impact on society can be clarified, mitigated, and avoided.

 

Disaster in the Boardroom will be published in February 2022

Some of the questions answered in Disaster in the Boardroom

What are the different types of board disasters?

What are some of the consequences?

What are some of the causes of the board behaviour?

How can these be categorised?

How can these be categorised?

What are the types of board dis function?

How can greater Stakeholders Governance and Engagement help?

What can be done to improve the cultural dimension of board ineffectiveness?

What is the role of Independent Directors in preventing board scandals?

What is the role of board evaluation?

What Director education and development is required?

Heidi K. Gardner Distinguished Fellow, Harvard Law School & author of Smart Collaboration

This powerful book fuses story-telling with rigorous research to present a highly readable, compelling analysis of corporate boards’ influence—and failures.  The juicy examples and case studies, ranging across time and around the globe, paint a picture of what goes wrong, why the different types of board dysfunction arise, and why we should all care.  This important book should (!) appeal to a wide variety of readers well beyond the boards themselves— taxpayers, managers, lawyers, investors and ordinary citizens whom all have a stake in how boards perform. Perhaps, most importantly, Brown and Peterson bring together their unique strengths and experiences to outline practical strategies and tactics to strengthen board effectiveness.  Disaster in the Boardroom is fascinating, well-researched, and more important read than ever.

Donald C. Hambrick The Evan Pugh University Professor & Smeal Chaired Professor of Management at Penn State University

Boards continue to let us down. Brown and Peterson carefully and comprehensively tell us why but also what can be done about it. They diagnose and document an array of scandals and board pathologies—ranging from the subordinated board to the bureaucratic board—to learn valuable lessons as well as present a compelling case for a concerted emphasis on board culture, complete with many highly tangible recommendations. Anyone reading Disaster in the Boardroom: Six Dysfunctions Everyone Should Understand – whether you’re a director, company stakeholder or casual reader – will greatly benefit from this engaging, thoughtful and timely book.

Vyla Rollins Executive Director, London Business School, Leadership Institute

In Disaster in the Boardroom Peterson and Brown go beyond standard narratives on board performance to offer evidence-based insights on the drivers of behaviour on boards, and of the individuals who serve on them. Using real-life case studies, they provide illuminating examples of how such dynamics manifest, the impact that they can have, and offer practical suggestions on how to increase board effectiveness. This book is a must-read for board members, Chairs, charity trustees, board evaluators, aspiring board members and all stakeholders who engage with boards.

Patrick C. Flood Professor of Organisational Behaviour, Dublin City University Business School

Disaster in the Boardroom  is an exceptionally well written, authoritative and impressively accessible book which addresses key questions in corporate governance. How can we make boards more accountable to their stakeholders? How can we avoid disasters which happen under the watch of the board? How do we train board members to be more vigilant?  Gerry Brown and Randall Peterson do a wonderful job in specifying the six dysfunctions of a board as well as identify over seventy board failures in this evidence based and highly insightful book. Disaster in the Boardroom is a must read for all board chairs, non-executive directors, financial journalists, policy makers and students of governance.

Christine de Largy Impact Performance & ex-Chair of Board Services, Harvey Nash

Disaster in the Boardroom makes an impassioned plea for people to consider the extensive ramifications of corporate failures from shareholders, to the human cost and impact on the broader society. Importantly authors Peterson and Brown provide concrete tools towards building a successful Board. They combine academic rigour with practitioner insight as well as provide coherent theoretical foundations, empirical evidence, and compelling case studies. Eminently readable, Disaster in the Boardroom is a must for any student of business and aspiring executives seeking to build better boards. This book should, obviously, be compulsory reading for all board directors too.

Barry Bateman former CEO and Vice-Chair of Fidelity International

Gerry Brown and Randall S. Peterson take us on a well-argued, fair-minded and very readable journey of corporate corruption, greed, crass mistakes and mis-judgments in Disaster in the Boardroom: Six Dysfunctions Everyone Should Understand. Corporate Governance is failing too often. Usually via fraud, bribery, industrial accidents and deaths, sexual harassment, tax evasion and  gross mis-selling amongst other boardroom blunders.

Though scandal causes and consequences vary, the thread common to the South Sea Bubble, Lehman Brothers, BP’s Deepwater Horizon, Facebook, Uber or Miramax’s Harvey Weinstein is the need for much better corporate governance. The authors not only eloquently describe and investigate these scandals but are just as analytical, considered and detailed in their proposals to rectify them. One of the solutions to these various corporate governance problems are better trained, more diverse, powerful and plentiful Independent Directors. 

Disaster in the Boardroom is essential reading not only for new directors but also for existing directors, many of whom – on this evidence – need to substantially raise their game.

John Allan Chairman Tesco and former President of the CBI

Finally there is a business book on the market that is a practical, thought-provoking and useful read for existing and aspiring board directors and executives. Better still, Disaster in the Boardroom identifies six types of board failing that should become the essential metrics by which anyone who wishes to accurately judge any business anywhere in the world needs to understand and use. There is little doubt that every business needs to be assessed to see if they exhibit or fall into one of the six types of failing board the authors Brown and Peterson so persuasively identify.

Dr. Roger Barker Director of Policy and Corporate Governance, Institute of Directors

There have been many corporate scandals and collapses over the last few decades. Disaster in the Boardroom: Six Dysfunctions Everyone Should Understand not only summarises them in an interesting manner but also places them into an historical context and demonstrates that very little has changed! Despite the apparent advance of technology and governance principles, there remains an almost unlimited capacity for boards to get things wrong. Of course, the common thread across the historical scope of this book is human beings – whose behaviour the authors analyse-and explain in a compelling manner. With case-studies on 

Facebook, Google and Uber amongst others, authors Brown and Peterson also provide possible solutions and best practices. Disaster in the Boardroom is a really good read! It takes in the drama of real business situations and places them within a useful and insightful framework of explanation. It’s a real pager turner – a rare achievement in a non-fiction volume!

Dame Inga Beale Portfolio Director

Disaster in the Boardroom highlights why and how things have gone wrong in boardrooms across the corporate world. The authors provide thoughtful analyses and many great insights into how to ensure boards develop and provide the right balance of support, challenge and oversight. Disaster in the Boardroom shines a light on the many ways boards can use the lessons of the past and present, to predict and avoid executive suite scandals and corporate governance mis-steps in the future.

Sir Dennis Gillings CBE, FMedSci Chairman and CEO, GF Management

Disaster in the Boardroom is a fascinating must read about boards, their long history, responsibilities, critical skills and high profile inadequacies. Through careful presentation and stimulating examples, this superlative book shows how necessary it is to be constantly diligent so as to maintain institutional integrity, cultural excellence and long term competitive edge. Authors Brown and Peterson’s research finds six carefully constructed dangers that we should all think about discuss and apply. Balanced navigation across independence, management and technology in today’s fast changing world will demand more skills, wisdom and courage from boards. A thorough reading of Disaster in the Boardroom bridges gaps for those with experience and also provides an important framework for executive managers, aspiring board members, professionals, other advisors and students alike to understand more fully the critical role of oversight and governance. I recommend this book wholeheartedly.