Chapter 12.

A REVISED DEFINITION
of Corporate Governance

MBA - UCP

Who lead the Company

CEO and its Executive Team but now Directors will also

participate as Leaders no doubt the Board Directors has the

important role of overseeing management performance on
behalf of Shareholders.
The board certainly does not run the company that of

course remains the job of the CEO and Top team but
directors at many firms are now very much a part of
leadership team.

Fortune - 20 CEO
It

is good to have partnership with

directors, that partnership allows us to
know where we are going? And in turn of
this partnership it makes not only
management accountable but directors as
well

Redefinition of Working Concept;

Chief Executive
President
Board chair
Lead directors
Presiding directors

Redefinition of Corporate
Governance
The Board of Directors has important role of overseeing

management performance on behalf of shareholders,

corporate directors are diligent monitors but not
Managers.
Roles of Board;
Advising
Controlling
Networking
Strategizing
Leading (added as a new role of BOD)

Old Vs. New Debate

Previously the debate was, How to Regulate, Rate and

Require a Board who will Align with Management and

Increase Shareholders Value.
Now New debate is, How to create a board that can Lead

together with management and in turn increase

shareholders value.
There is a need to redefine Board Committees
Audit Committee; Monitor the management
Compensation Committee; Executive Salaries on behalf of

Shareholders
Governance Committee; More focus on providing leadership
rather monitoring

We would suggest simply designating

Senior Executive as chair and CEO.
Top directors as Board Leader.

We believe that these titles are likely to better reflect how

leadership now works at many firms.
Revised Definition.
The boards are now in fact leading directly and in partnership at
many enterprises.

More Important Debate.

Is how best to create and design a board that can lead with

management to create more shareholder values.

Redefinition the role of one of the three committees of the
governing board.
1- Audit Committee.
Effective monitoring of management
2- Compensation Committee.
Executive pay and proper alignment with share holder values.
3- Governance Committee.

Provide leadership instead of just monitoring.

 Ensure right directors in the room.

Ensure dysfunctional directors are out of the room.
Directors Evaluation are consequently.
Board Committee are headed by those who can lead.

Establish a Board Leadership and Government Committee.

1- Recruit new directors.
2- Institute a coaching system.
3- Provide a channel for directors to connect with investors.

Memo to Shareholders.
Shareholders have long been concerned with the structure of
the governing board.
Compelling central idea
Board leader who organizes and directs the board.
Board leadership and governance committee.
Working partnership with top management.
Set of active directors with leadership experience.
Absence of dysfunctional directors.
Regular evaluation of directors and the board.
Commitment to lead, not just monitor , the company.

The Board Leads a Team to the

top of the world

Edmund Hillary
Sir Edmund Percival "Ed" Hillary
A New Zealand mountaineer,
explorer, and philanthropist.
Born:July 20, 1919,
Auckland, New Zealand
Died:January 11, 2008,
Auckland, New Zealand

Tenzing Norgay
Tenzing Norgay
Tenzing Norgay in Sweden (1967)
Personal information
Birth name

Namgyal Wangdi

Main discipline

Mountaineer

Born

29 May 1914
Khumbu,
Solukhumbu District,
Sagarmatha Zone,
Nepal

Died

9 May 1986(aged71)
Darjeeling,West Bengal
,India

Nationality

Nepalese
Career

Starting age

19 years

Starting discipline

Porter

Notable ascents

First ascent of
Mount Everest, 1953

Famous Partnerships

Edmund Hillary

Eric Shipton
A gentlemen Adventurer
Shipton had been central

to four of England's 7 Everest

expeditions and knew the
mountain better than anyone.
Shipton lightly equipped
improvisational climbs had
shown entrepreneurial flair.
Shipton weaknesses:
He was not a good planner.
Lack of leadership abilities.

Claude Elliot
Himalayan committee

led by its chair

He was president of
Alpine club, provost of
Eton College

NEW IDEA:
Old Idea: Gentleman-Capitalist An

untutored amateur who relied on character

and talent to get the job done
New Idea: Requires Character and Talent

along with Leadership Qualities and

Planning Abilities

Col. John Hunt

Modern Professional manager
Known as demon for Logistics
UNUSUAL DEGREE OF

SELFLESSNESS AND PATIENCE

FAILURE MORAL OR
PHYSICAL BY EVEN ONE OR
TWO PEOPLE WOULD ADD
IMMENSELY TO ITS
DIFFICULTIES
DESIRE TO REACH THE TOP
INDIVIDUAL AS WELL AS
COLLECTIVE
GOAL: JUST TWO CLIMBERS
WOULD REACH THE SUMMIT

Planning Phase
Platform was made by TOM BOURDILLON and

CHARLES EVANS
This phase was lead by the leader / J.Hunt himself
The Real Package / 2nd Team to Summit

Lesson Here
The world needs more

CEOs like J.Hunts

Boards should not only
evaluate CEO candidates
on basis of CHARISMA
and STYLE only rather
also consider All
ELEMENTS ASSOCIATED
TO GET THE JOB DONE
Finally, The Story tells us
How CEOs and Board
leads the Corporation to
the top of the world.

Thank You !