What Directors Need to Know: Corporate Governance
Written by Carol Hansell. Published by Carswell, 2003.
"Carol Hansell titles her book What Directors Need to Know: Corporate Governance, and the book absolutely delivers. It is a clearly written and very logically structured primer on corporate governance from the directors perspective. But dont let the simplicity fool you: its Current Issues and Leading Cases add depth and context to the wealth of information. I am particularly gratified by Carols frequent references to the National Association of Corporate Directors Blue Ribbon Commission reports and other NACD publications as examples of best corporate practices. We are all on the same page for better boards, whether in Canada or the U.S." Roger Raber, President Chief Executive, Officer National Association of Corporate Directors, Washington, DCWritten for directors by Canadas leading expert in corporate governance, this invaluable resource introduces directors to basic concepts in corporate governance, with particular emphasis on their own duties and responsibilities. It explains the elements of corporate governance and the roles of each of the players in the governance process.
The author provides a concise overview of the basics of being a director, including the division between the board and management, the elements of board decision making, how a corporation selects its directors, what to consider before joining a board and when to resign from a board.
Also described are the basic duties of every director - the fiduciary duty and duty of care, how directors exercise due diligence and how their decisions are protected by the business judgment rule.
Finally, the author explains how directors can be subject to personal liability and what they can do to protect themselves.
Full of real-life examples that will help directors to see how legal and best practice standards are applied, this book explains complex legal concepts in a way that every director will understand and details current best practice standards.
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