© Tim Baker 2015

All rights reserved. No reproduction, copy or transmission of thispublication may be made without written permission.

No portion of this publication may be reproduced, copied or transmittedsave with written permission or in accordance with the provisions of the Copyright, Designs and Patents Act 1988, or under the terms of any licence permitting limited copying issued by the Copyright Licensing Agency, Saffron House, 6–10 Kirby Street, London EC1N 8TS.

Any person who does any unauthorized act in relation to this publicationmay be liable to criminal prosecution and civil claims for damages.

The author has asserted his right to be identifi ed as the author of this work in accordance with the Copyright, Designs and Patents Act 1988.

First published 2015 byPALGRAVE MACMILLAN

Palgrave Macmillan in the UK is an imprint of Macmillan Publishers Limited, registered in England, company number 785998, of Houndsmills, Basingstoke,Hampshire, RG21 6XS.

Palgrave Macmillan in the US is a division of St Martin’s Press LLC, 175 Fifth Avenue, New York, NY 10010.

Palgrave is the global academic imprint of the above companies and has companies and representatives throughout the world.

Palgrave® and Macmillan® are registered trademarks in the United States, the United Kingdom, Europe and other countries.

ISBN 978–1–137–47014–0

This book is printed on paper suitable for recycling and made from fullymanaged and sustained forest sources. Logging, pulping and manufacturing processes are expected to conform to the environmental regulations of the country of origin.

A catalogue record for this book is available from the British Library.

A catalog record for this book is available from the Library of Congress.

Typeset by MPS Limited, Chennai, India.

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© Gerry Brown 2015

All rights reserved. No reproduction, copy or transmission of thispublication may be made without written permission.

No portion of this publication may be reproduced, copied or transmittedsave with written permission or in accordance with the provisions of the Copyright, Designs and Patents Act 1988, or under the terms of any licence permitting limited copying issued by the Copyright Licensing Agency, Saffron House, 6–10 Kirby Street, London EC1N 8TS.

Any person who does any unauthorized act in relation to this publicationmay be liable to criminal prosecution and civil claims for damages.

The author has asserted his right to be identifi ed as the author ofthis work in accordance with the Copyright, Designs and Patents Act 1988.

First published 2015 byPALGRAVE MACMILLAN

Palgrave Macmillan in the UK is an imprint of Macmillan Publishers Limited, registered in England, company number 785998, of Houndsmills, Basingstoke,Hampshire, RG21 6XS

Palgrave Macmillan in the US is a division of St Martin’s Press LLC, 175 Fifth Avenue, New York, NY 10010.

Palgrave is the global academic imprint of the above companies and has companies and representatives throughout the world.

Palgrave® and Macmillan® are registered trademarks in the United States, the United Kingdom, Europe and other countries.

ISBN 978–1–137–48053–8

This book is printed on paper suitable for recycling and made from fullymanaged and sustained forest sources. Logging, pulping and manufacturing processes are expected to conform to the environmental regulations of the country of origin.

A catalogue record for this book is available from the British Library.

A catalog record for this book is available from the Library of Congress.

Typeset by MPS Limited, Chennai, India.

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vii

List of Figures and Tables ixAcknowledgments xiiAbout the Author xiv

1 Introduction 1 Why This Book? 2 The Importance of Independence 5 Structure of the Book 6

2 Executive Experience 9 NFC 10 TDG and Tibbett & Britten 17 Personal Experience 18 Lessons Learned 20

3 Case Studies 22 Datrontech plc 22 Quintiles Transnational Corporation 29 Vantec Corporation 37 Keller Group plc 46 CH Jones Ltd 56 Forth Ports plc 64 U-POL Ltd 73 Michael Gerson Ltd 82 Biocompatibles plc 89 NFT Ltd 99 NovaQuest Capital Management 107

Contents

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viii Contents

4 Themes 118 Boards 118 Ownership 142 Strategy 161 Globalization 179 Risk 196 Advisors 211 Executive Teams 222 Independent Directors 238

5 Conclusion 258 Lessons Learned 260 Future Challenge 263 A Final Note 265

6 Building a Portfolio 266 Getting Started 267 The End Game 269

Notes 272Index 276

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1

chapter 1Introduction

Do not hover always on the surface of things, nor take up suddenly with mere appearances; but penetrate into the depth of matters, as far as your time and circumstances allow, especially in those things which relate to your profession.

— Isaac Watts

The independent director (and, by extension, the independent chairman) has one of the most important jobs in business today. Over the past twenty years, a series of government and industry reports in the United Kingdom (UK) and the United States of America (USA) have focused a great deal of attention on the role of the independent director. Those reports, and that attention, have come in response to a series of industry and corporate scandals, the latest being the banking crisis of 2008. Subsequent codes of corporate governance around the world have laid more duties and responsibilities on the shoulders of independent directors, who now bear frontline responsibility for ensuring good corporate governance and accountability.

But that responsibility, important though it is, is only the beginning of the job. Independent directors and chairmen also have a crucial role to play in directly adding shareholder value. They do so through, for example, their involvement in the development of company strategy, especially international strategy, and by enabling more effective management of risks.

An independent director is both a coach and a referee. He or she acts as a guide, mentor, and wise counselor to the firm’s executives. Good

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The Independent Director2

independent directors bring with them a wealth of knowledge from their own executive careers. They provide examples of best practice they have seen elsewhere; they recommend trustworthy consultants and advisors; they bring experience of working in different sectors and global markets, which the existing team may not have. They help guide and shape strategic thinking, perceptions, and understanding of risk. The one thing they do not do is get involved in day-to-day management; that is the province of the executive, and the boundary between their separate roles must always be respected.

At the same time, the independent director is just that: independent. He or she stands back from the firm and examines it with a critical eye. Through both the main board and various committees, he or she ensures that the company is managed in the best interest of its stakeholders; not just the shareholders (though that is the common perception), but employees, customers, and society at large. He or she oversees the company’s compliance with all relevant laws and regulations, and ensures that it is governed in a moral way.

If the independent director detects failings of governance, then it is his or her duty to speak out and warn the board of what is happening, even if the board does not want to hear it. This takes courage, of course, and courage is one of the key attributes of any successful independent director. But the consequences of not speaking out can be dire. “What were the non-executives doing?” asked the Financial Times in the aftermath of the banking crashes.1 It can be argued that the answer in many cases is that they were not doing their jobs effectively. The same applies to companies caught up in scandals, like the rash of corruption and bribery allegations that has run through the pharma-ceuticals industry in recent years. Independent directors should be watchful for incidents of malfeasance and use their powers to stop them.

Why This Book?

I can calculate the motion of heavenly bodies, but not the madness of men.

— Sir Isaac Newton

The job of an independent director has become much more important, and I would argue too that it has also become much more challenging and difficult. But what is the public perception of the role? Here is a summary of opinions:

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Introduction 3

A task for which no one is qualified.2

— Financial Times

The list of attributes required of the non-executive director is so long, precise and contradictory that there cannot be a single board member in the world that fully fits the bill. They need to be supportive, intelligent, interesting, well-rounded and funny, entrepreneurial, objective yet passion-ate, independent, curious, challenging, and fit. They also need to have a financial background and real business experience, a strong moral compass, and be first-class all-rounders with specific industry skills.3

— Financial Times

Good governance and strong management have never been more important to the health of … capital markets. In this context, non-executive directors have a critical contribution to make to the efficient running of companies, which in turn impacts the performance of the UK economy as a whole.4

— Alastair Walmsley, London Stock Exchange

Murray Steele, a former non-executive director and now lecturer at Cranfield School of Management, comments on how ill-prepared most independent directors are. “Few new directors are trained in what it means to be a mem-ber of a board,” he says. “Many don’t even understand the basics.”5 Another observer comments that in times of crisis, many non-executive directors look after their own reputations first and foremost, rather than devoting themselves to helping the management team resolve the problems.

There are thus many different opinions about the role of the independent, or non-executive, director, and much more media attention is now focused on these directors, especially whenever a corporate scandal comes to light. I there-fore thought it was important to share some of my own very diverse experi-ence as an independent director in order to shed some light on the problems and challenges faced by independent directors.

The purpose of this book is to explain what independent directors do, how they do it, and why. It begins by showing, through a series of case studies, the variety and complexity of issues faced by independent directors. It goes on to explore key themes that are critical issues for boards. The book is aimed at people who are interested in becoming independent directors themselves one

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The Independent Director4

day, or who simply want to know more about the role and what it entails. It is my hope also that some serving independent directors will also find it useful.

Importantly, too, the role of independent director is expanding into the non-profit sector and many institutions now have independent directors, or trustees, or governors; for example, my own most recent appointment was to the Council of the University of Exeter. Directors in these non-profit organiza-tions are often even less well trained and prepared than those in the corporate sector, and I hope that many of them will also find this useful.

My intention in writing this book is to fill what I perceive to be a gap in the market. There are already a number of handbooks in print that describe the function of the independent director, concentrating largely on legal frame-works and responsibilities under law and regulation. These are invaluable, and every serving or prospective independent director should read at least some of these to ensure they understand the regulations and boundaries of compliance.

But none of these books, it seemed to me, describe what it is like to be an independent director. The role requires much more than mere compliance. Independent directors are members of a team, the board of directors. They have to learn their roles in that team—and to some extent, create a role that suits them—and learn how to manage complex relationships. Even more vital than learning the rules and regulations, they need to learn the importance of true independence of thought and spirit, and how to maintain that independ-ence in the face of adversity. They need to learn how to create vision, drive change, mentor and support colleagues, assess risks, and monitor and audit performance. Of course, they may have had the experience of doing these things already in their executive roles; but they will find carrying out these tasks in their new role to be very different. The purpose of this book is to convey some of the knowledge and skills involved, and to discuss the issues that lie beneath the frameworks of rules and responsibilities. Ultimately, we will not only discuss what independent directors do, but also what they are.

The foundation stone of this book is my own experience. I took on my first non-executive directorship in 1996, and over the subsequent two decades I have been an independent director or chairman of eleven different organiza-tions. Some have been small family businesses, while others have been major global companies. Some were publicly owned, others owned by private equity houses or other private owners. Some were domiciled in the UK, some in the USA and one in Japan, but nearly all had an international dimension and my duties as an independent director have taken me to many corners of the world. I have worked across many sectors, too, including logistics, construction,

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Introduction 5

biopharmaceuticals, manufacturing, medical devices, information technology, chilled foods, ports, property, financial services and higher education.

In the course of those two decades, I have been involved in difficult and sometimes unpleasant situations. I have had to deal with underperforming executives and the announcement of trading downgrades to investors. I have reviewed health and safety in the aftermath of workplace fatalities. My very first independent directorship was of a company that had to be wound up—a very trying and difficult time for all concerned. But I have been fortunate in most cases to be a director of very successful companies, and I have seen and participated in many splendid examples of best practice. In the course of this book, I will describe these incidents and practices in more detail and then lay out the lessons to be learned.

I should emphasize, however, that this is not an autobiography or a memoir. This is a book about the role of the independent director and, while it is underpinned by my own experience, I also use examples of other companies and directors, and refer to academic and journalistic books and articles for support. Importantly, many other people have contributed to this book. More than thirty of my colleagues and business associates—including independent directors, chairmen, chief executive officers (CEOs), consultants, invest-ment bankers, lawyers, audit partners, coaches, head-hunters, private equity partners—came forward to provide their own views on the role of the inde-pendent director. Their contributions have been invaluable, and this book would not have been the same without them.

The Importance of Independence

Throughout the book I have used the term “independent director,” only using “non-executive director” where specific UK usage is intended. In the USA, the official title of the role is “independent director”; other jurisdictions have dif-ferent uses, and, as mentioned earlier, terms such as “trustee” and “governor” are often used in non-profit circles.

I prefer the term “independent director” because, to me, the name reflects the true nature of the role. Independent directors are just that: they are independ-ent. Yes, they work closely with the executives, sometimes mentoring and coaching them, but they are always aware of the line separating them from the executives, and they know that crossing that line would compromise their independence.

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The Independent Director6

Independence is important because it allows a detached, dispassionate view of the company and its actions. Executives are very close to the company; they have to be, it is part of their job. But, as some of the CEOs interviewed for this book are quick to point out, the executives are often too close. Consequently, they have difficulty seeing the forest for the trees. They need people around them who are able to step back and see the broader picture.

Executives also need challenge and stretch. They need people who can critically analyze their ideas, point out risks and errors and help them see and under-stand more clearly. This is why even small private companies and non-profit organizations are appointing independent directors in ever-greater numbers. They realize that having independent, critical minds in the boardroom sharp-ens their own thinking and gives it more focus. The CEO’s job can be lonely, and having an independent chairman or senior independent director to share business problems with can be very helpful.

Independence also means that directors don’t go along with everything the executives say. When they see something that they think is wrong, they say so. That is a very important part of their duty. Their loyalty is not to the execu-tive team; it is to the company as a whole. This can result in some very tricky situations. Tact, negotiation skills and a good sense of humor are also part of the armory of any good independent director.

Independent directors are often appointed by shareholders and, especially in private equity-owned companies, they may have quite a close relationship with the owner. This might be seen as a contradiction: how can someone who reports to the owners of the business be truly “independent”? It is true that independent directors are there to represent the interests of owners and share-holders. But it is equally true that it is in the best of interests of the owners and shareholders that the company is run well, efficiently, and in compliance with the law. Failure to do so rebounds on shareholders as well as the company (and, increasingly, on independent directors themselves, who can be prosecuted if the company breaches the law). If shareholders wish to do something that is not in the best interests of the company, then it is again the duty of the independent director to point this out and recommend an alternative course of action.

Structure of the Book

Books of this type often start by discussing key themes and then provide case studies by way of illustration. In this book, I am doing it the other way around.

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Introduction 7

I start by discussing the importance of executive experience and how my own experience shaped my role as an independent director. I then move directly on to case studies of eleven organizations, listed here alphabetically:

Biocompatibles plc, a medical technology companyCH Jones Ltd, a fuel wholesalerDatrontech plc, a computer memory distributorForth Ports plc, an operator of seaports in Scotland and EnglandKeller plc, the world’s largest ground engineering companyMichael Gerson Ltd, a removals and relocation companyNFT Ltd, a chilled food distribution companyNovaquest Capital Management, a private equity fund specializing in life sciencesQuintiles Transnational Corporation, the leading global biopharmaceuticals research firmU-POL Ltd, a manufacturer of automotive repair materialsVantec Corporation, a logistics firm and spinoff from Nissan

Each case study is divided roughly into three parts. A profile of the company and its recent history is followed by a discussion of the key boardroom issues in which independent directors were involved. The third section of each case is a description of the “lessons learned”: takeaways that can be applied to other organizations.

These eleven cases are my raw material. I use these to construct eight central themes. I start with the role of boards, discuss their purpose and function, what can go wrong and how problems can be solved, stressing the need for teamwork between executives and independents. I go on to discuss ownership and how different ownership types impact on the board, and affect the role of the independent director.

I then move on to strategy, an issue of paramount importance for boards and therefore for independent directors. Not everyone agrees on the extent to which independent directors should get involved in strategy. I believe they should be fully involved, and will explain why in more detail. One of the most important aspects of strategy is globalization, and we shall go into this in detail too, showing how independent directors can help companies that intend to expand internationally.

The fifth theme is risk. In this theme we shall see what independent direc-tors should be doing, how they should get involved in risk management and the approaches to risk that they must take. I then discuss the role of external

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The Independent Director8

advisors and consultants and how independent directors are involved in their selection and management.

I come next to the executive team, and here I discuss the critical relationship between independents and executives—and especially, that between chairmen and CEOs—and how independent directors can both support the executives and remain independent; as we said above, acting as both coaches and referees at the same time. The final theme is the role of the independent director itself, summing up learning from the case studies and the other themes to present a comprehensive picture of the role. I look at two important subsets too, the role of chairman and the role of the senior independent director, or SID.

Finally, after summing up the main lessons of the book, I offer a short chapter on building a portfolio. This is intended specifically for those who are inter-ested in becoming independent directors. There are many ways of doing so, but I suggest it is a good idea to have a plan, just as one might plan a career. What kind of independent director do you want to be? What sorts of compa-nies do you want to work with? I offer a few tips based on my own experience and that of others, a list of dos and don’ts, and finally a description of “the good, the bad and the ugly” independent director. It is up to you to choose which kind you want to be!

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276

3i 31, 38–9, 42–5, 107, 112–13, 115, 144, 185

9/11 attacks 82–3, 181

Abbott Laboratories 91, 93, 95Abel, Steve 13Aberdovey Golf Society 10ABM AMRO 77–8, 81–2, 229accountability 1, 19, 36, 119, 138, 140,

151, 177, 208, 222, 239, 255–6, 259accountants 141, 211–12, 215, 245, 261accounting procedures 57, 129, 199, 207acquisitions 15–17, 19, 22, 24, 26–7,

30–5, 38–9, 47, 55, 62–3, 93, 98, 115, 132, 160, 163–4, 169, 172–9, 181, 188–9, 245, 248

Ardrossan 67advisors (see also consultants) 2, 8,

21, 42, 63, 81, 102, 105, 131, 153, 157, 163, 171, 173, 175, 200, 210, 211–22, 238, 246, 248–9, 261–2, 264, 267

Africa 31, 34, 48, 50, 74, 75, 80, 182, 180, 191

AIFM Regulation 158Alvarez & Marsal 223Amsterdam 47Anderson Drilling 49Andrews, Kenneth 162, 171angiodynamics 89anti-competitive behaviour 122, 196

AOL 175Arcus Capital 69 Ardill, Ian 93Arthur Andersen 31, 122Asda 99–100, 115ASEAN 180Associated British Ports 65, 67AstraZeneca 89, 95–6, 163Atkinson, Justin 49, 53–4, 223–4, 229,

232, 255audit committees 31, 73, 116, 132–5,

141, 204, 206, 215, 219, 221, 230, 243–5, 255, 262

auditors 31, 134–5, 197, 199, 210–14, 217, 219–21, 261–2, 267

Australia 13, 46, 48, 50, 52–4, 75, 111, 181, 189

Austria 50Autrans Europe 39Ayres, Andrew 230

Bahrain 50Bain Capital 31, 107, 112–13, 115–16,

144, 159Bank of Scotland 66, 83–6, 88–9, 122,

144, 146, 166, 258Bank One 31banking/financial crisis 1–2, 52, 66,

68, 72, 86, 113, 122, 126, 156, 161, 172, 198, 201, 223, 234–5, 254, 258–9

Index

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Index 277

banking, investment 5, 63, 97, 102, 211–12, 214–15, 219, 221, 249

banking, merchant 163, 261bankruptcy 147, 270banks 24, 26, 31, 39, 63, 66, 82, 83–6,

88–9, 97, 107, 109, 112, 122, 143, 147, 166, 196, 201, 205, 210–12, 214, 219, 225, 245, 258

barriers to entry 45, 101, 111, 115, 171

Bauer Group 51Bayer HealthCare 89Beckham, David 55Belfast 47, 67, 68Belgium 13, 34, 65bio-pharmaceutical industry 5, 7, 29,

167, 193Biocompatibles plc 7, 89–99, 105,

115–16, 121, 125, 128–9, 135–6, 141, 144, 151, 163, 165–7, 174, 178, 181, 187, 194, 198, 208–9, 212, 223, 225, 227, 231, 242, 248, 252, 256, 261, 266

Bland, Sir Christopher 17, 231board composition 123–6, 137, 139,

142,160, 186, 194, 221, 251board continuity 19–20, 26–7, 56, 61,

96, 131, 206, 265board diversity 20, 36, 39, 70, 72, 116,

138–41, 159, 211, 223, 256, 262, 265–7, 270

board effectiveness 127, 134, 138, 147, 267

board evaluation 135–8, 142, 251board meetings 28, 43, 53, 59–60,

63, 70, 72, 80, 107, 119, 130–1, 141, 225, 229, 241, 243, 247, 250, 268–9, 271

board objectives 133–4, 166, 167, 190, 207, 251

boards, conflict on/with 45, 124, 139, 143, 147, 227, 252, 264

boards, future of 118, 138, 263–4

boards, role of 1–2, 7, 99, 106, 118–42, 149, 151, 157, 162, 168, 172, 174–5, 179, 182, 185–6, 191–2, 204–5, 210, 212, 219–20, 237, 240, 247–8, 253, 256, 259–60, 261, 263

boards, size 125, 131, 137, 140boards, tension on 138–9boards, typologies 125–6Boardsearch 246–7BOS 16Boyle, Ian 22BrachySciences 91, 93–5Bradley, John 112branding 14, 18, 49, 58–9, 61, 74,

76–7, 82, 86, 88–9, 168, 175, 183, 188

Brazil 50, 52, 115breadth of experience 18, 20, 21, 157,

164, 226, 255, 266–7BRIC countries 109, 182British Gas 10British Museum 47British Petroleum 10, 59, 73, 82broad picture 6, 27, 148–9, 164, 166,

186, 204, 245, 247brownfield investment 189BRS (British Road Services) 11–15, 18,

169BTG 93, 97–8, 144Burns, B.K. ‘Robbie’ 14, 173, 235Burntisland 65, 67business environment 27, 55, 108,

111, 113–14, 116, 126, 130, 134–5, 137–8, 153, 176–7, 179, 181–2, 183, 185, 186, 202, 224, 226, 250, 256, 259–60

business model 16, 25, 49, 147, 168, 183, 209, 236

buy and build 81, 156, 158, 264

Cadbury Report 240Cairnie, Ruth 242Canada 13, 50

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Carr, Sir Roger 255Cartwright, Cliff 59Case Foundation 49Cellmed 89, 91, 93–6, 115Cemex 67centralization 27, 33, 37, 53, 55, 163,

176, 182, 190, 192, 236, 249CEO (chief executive officer) 5, 6,

8–10, 17, 24–5, 27–8, 35, 38–9, 44, 46, 49, 53, 55–6, 59, 61, 69–70, 71, 78–9, 95–6, 98–9, 103, 106–7, 115, 119, 124–5, 128–9, 130, 132, 133, 135, 139, 141, 148–51, 156, 174–6, 178–9, 195, 205, 212, 218, 221, 222–39, 245, 247–252, 254, 255, 260, 262, 264

CH Jones Ltd 7, 56–64, 115, 116, 121, 125, 144, 152–3, 163, 167, 174, 181, 198, 210, 212, 223, 225, 226–7, 229, 238, 241, 248, 252, 261

chairman/chairmen 1, 4, 6, 8, 15, 17, 18, 21, 24, 25–6, 31, 35–6, 38–9, 43, 46, 51–6, 61, 68–9, 70–3, 78, 80, 82–3, 86–8, 97, 99, 106–7, 112, 116, 124–6, 128, 130–7, 139, 141, 148–9, 152, 156, 159–60, 162, 165, 174, 205, 209, 212, 214, 222–4, 227–9, 231, 233–5, 237–9, 241, 244, 247–53, 255–6, 260, 262, 270

chairman, relationship with CEO 6, 46, 106–7, 132, 141, 148–9, 156, 174, 222–3, 228–9, 233–5, 238, 249–52, 262

chairman, relationship with other independent directors 21, 56, 69, 70, 162, 165, 223, 227–8, 238–9, 244, 247, 250–1, 253, 256, 260

chairman, responsibility of 78–9, 87,106–7, 124–6, 130–6, 141, 148–9, 152, 209, 228–9, 233–4, 237–8, 244, 247, 249–52, 260, 264, 270

chairman, role of 8, 46, 53, 54, 69, 70, 72–3, 78, 80, 82, 88, 106–7, 124–6, 128, 130–7, 139, 141, 148–9, 152, 159–60, 165, 209, 212, 222–3, 228–9, 233–5, 237–8, 241, 244, 247, 249–52, 253, 256, 260, 270

Chapman, Dennis 89–90charities 43, 241, 259Charles, Brian 83, 87Chatham 65chilled foods industry 5, 7, 16, 99–107,

145, 267 China 13, 45, 52, 77, 80, 108, 115,

149, 180–2, 190, 195Christensen, Lawrence 105, 130, 141,

146, 161, 166Clayton, Marie Louise 242Clydeport 65, 67Co-operative Bank 178coaching 1, 5, 8, 19, 103, 127, 235,

243, 245, 254Coca-Cola 39, 40codes of corporate governance, see

corporate goverance, codes ofCohen, Fred 116Collins, Chris 69, 71, 73, 128, 130, 226,

249–50communication, importance of 32, 36,

127, 129, 137, 151, 165, 167, 190, 199, 208, 218, 237, 244–6, 253, 265

communications 58–9, 127, 129, 177, 180, 190, 203, 208, 237, 244, 245

compensation, directors’ 132, 271competitive advantage 21, 30, 38,

123–4, 128, 162, 167–8, 171competitors 58, 68–9, 76–7, 101, 107,

149, 168, 180compliance 2, 4, 6, 129, 138, 145, 148,

196–7, 198–200, 202–3, 208–9, 214, 228, 243

conflicts of interest 26, 120, 175, 221, 237, 264, 270

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conformity, excessive 131, 138–40construction industry 51–2, 223–4consultants 2, 5, 8, 24, 53, 133, 136,

142, 166, 208, 210–15, 220–1, 223–4, 226, 240, 248, 261–2,

consultants, specialist 53, 133, 142, 166, 211–15, 221

Contract Research Organizations (CROs) 193–4

corporate finance 85, 88–9, 150, 214, 242, 267

corporate genetic code 169, 176corporate governance 1–3, 24–5, 43,

55, 56, 63, 119–20, 122, 126–8, 138, 140, 143, 147–50, 152, 177, 184, 188, 190, 192–3, 196, 222, 226–8, 240, 243, 245, 248–9, 253–4, 258–9, 262–3, 269, 271

corporate governance, codes of 1, 124, 133, 138, 149–50, 240, 245, 253–4, 263

corporate governance, failings of 2, 6, 89, 119–22, 140, 147, 151, 196, 199–201, 234, 263

corporate removals 82–5corruption 2, 119, 122, 184, 200, 259,

271courage 2, 191, 226, 242, 257Cranfield School of Management 3,

119critical friend 2, 6, 235, 244, 255, 269Crossrail 47, 54cultural differences 18–19, 33, 42–6,

55, 114, 124, 143, 172, 176, 179–96, 233, 241, 254, 259

culture, board 125–8, 131, 137, 141, 164

culture, corporate 12, 16–17, 20, 26, 33, 36, 42–5, 46, 52, 55, 60, 72, 78, 80, 81–2, 86, 88–9, 105, 114, 125, 143, 156, 158, 164, 175–6, 192–3, 204, 207–8, 209, 213, 217, 228–9, 231, 237, 243, 250, 260, 264

culture, country 42–6, 172Curnock Cook, Jeremy 90, 98, 256customer base 76–7, 85, 115, 195customer focus 16–17, 57, 59, 74–7,

87, 97, 102, 121, 167, 168, 175, 178, 194, 208

Czech Republic 13, 50

Dantsuka, Todd 116data room 63, 157Datrontech plc 7, 22–28, 35, 64,

116–17, 121, 140, 143–4, 151, 153, 161, 163, 165, 169, 170, 173–4, 176, 179, 181, 198, 209, 212, 224–5, 228, 231, 237, 248, 251–2, 260–1

Davis, Mark 105Daw, Richard 102–4, 106–7, 145de Vere, Andy 105decentralization 35, 53, 55, 115, 176,

181, 190, 207, 232, 248decision making 16, 35–7, 54–5, 70,

78–9, 82, 84, 89, 95, 108, 111, 123, 127–8, 132, 139–40, 145–6, 148, 166, 171–3, 175, 177, 185, 189, 192, 201, 202–4, 209, 211, 217–18, 222–3, 227, 233, 235–6, 237, 255–6, 262, 267

declining markets 52–3, 58, 66, 76, 86–8, 110, 171

Deutsche Post 38–9, 44direct investment 154, 187Directorbank 78directors, executive, see executive

directorsdirectors, independent see independent

directorsdirectors, non-executive see non-

executive directorsdirectors, performance of see

performance of directorsdirectors, senior independent see senior

independent directorsdisinvestment 115

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disposals 19, 32–3, 35, 163, 176–7distribution, see logisticsdiversification 11–12, 30, 32, 41, 44–5,

47, 51–4, 66, 68–9, 71–2, 77, 93, 121, 163, 171, 205

diversity of thought 36, 70, 116, 138–41, 211, 223, 255, 262, 270

dividend policy 123, 151DKV 62Dodds Frank Act 158dos and don’ts 8, 246–7, 268Dover 67, 68downsizing 17, 115Dronfield Foods 99Dubai 47due diligence 32, 84, 157, 160, 175, 189,

198, 214, 226, 242, 245, 254, 267Dundee 65, 67

East India Company 180economic crisis (see also banking/

financial crisis) 50, 51–2, 69, 70, 71, 152, 172, 224, 258

Edge, Steve 197, 213, 217, 241, 255Edinburgh 64–5, 67, 70–1Egypt 50Eisai 89, 91, 187, 195Eli Lilly 33emerging markets 158, 188–92, 195employee ownership 10, 12, 16–17,

20, 124, 143, 231employees 2, 10, 12, 14, 16–18, 20,

40–1, 43, 46, 120, 124, 128, 133–4, 143, 157, 186, 191, 196, 198–200, 207, 210, 223, 226, 231, 236, 238, 243, 247, 251, 263

engineering 46–56, 115, 177, 181, 207Enron 31, 121, 135, 147–8, 199 environment and sustainability 19, 76,

121, 137–8, 177, 186, 263 Esso 59Europe 13, 15–18, 22, 24, 25, 31,

33–6, 39, 45–9, 59, 69, 73, 77, 80,

84, 89, 91, 103, 111, 115, 124, 149, 163, 165, 178, 180–2, 187, 188–9, 192, 195, 200, 211, 240, 249, 267

evaluation 19, 172, 204, 226, 244 Evans, Hywel 33executive directors 9, 17, 32, 44, 69,

70, 96, 107, 118, 124, 131, 133, 138–40, 142–3, 148, 164, 201, 226, 235, 241, 247

executive pay 120, 132executive team characteristics 232executive teams 6, 8, 20–1, 88, 124,

132, 143, 145–6, 156, 159, 195, 205, 211–12, 215, 221, 222–36, 238, 243, 245–6, 248–49, 256, 265

executives 1–2, 5–9, 24, 26–8, 33, 35, 36–8, 42, 43, 52–4, 56, 63, 70–2, 80, 82–4, 87–8, 105, 120, 126, 128, 132–3, 137, 140, 145–6, 147–8, 153, 157, 162, 164, 174, 178, 181, 192–3, 201, 212–13, 221–35, 238, 240, 245, 255, 259, 261, 262–4

Exel Logistics plc 13–16, 18, 20, 38–9, 42, 44, 45, 61, 105, 163, 169, 173, 195, 235, 249

experience, international see international experience

experience of directors 9–21exporting 40–1, 77–9, 115, 182, 187

Factor Service Group (FSG) 76failure 6, 24, 27, 30, 43, 46, 85, 88–9,

119–22, 133, 138, 140, 146–7, 153, 157, 161, 169, 175–7, 179, 181–3, 185–7, 192, 196, 198–200, 203, 210, 224–5, 231–2, 234, 244, 251, 263, 269

Fairey, Anne 96, 98, 242family of funds 108, 155, 160, 182,

185, 252Family Mart 39feedback 142, 235Felixstowe 67–8

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Ferguson, Maria 105Ferguson, Sir Alex 231Fiddy, Dale 105financial reporting 147–8financial rewards 270financial services 5, 86, 121–2, 203,

264, 267Financial Times 2–3, 151, 196, 239, 243 Fine, Steven 239Fisher, Alex 105Fleetcor 61Flowers, Paul 124focus 6, 22, 25–7, 32–3, 35, 38, 49,

52, 54, 59, 62–3, 68, 87, 90, 103–8, 115, 121, 123, 125, 129, 148, 152, 156–7, 163, 167–8, 170, 176, 193–4, 207, 213, 235–6, 241, 243, 248–9, 261, 268

Food and Drug Administration (FDA) 98, 109–11, 181

Ford Motor Company 152Forth Ports plc 7, 64–73, 97, 105,

115–16, 121, 125, 128–30, 135, 141, 144, 151–2, 161, 163, 165–7, 169–70, 177, 181, 198, 205, 206, 212, 225, 236, 242, 248–51, 252, 255, 260–1

France 13, 15, 50, 75, 78, 147, 233franchising 188Frankish, David 99, 107, 156, 228, 232Franklin, Roy 51, 53–4, 56, 234fraud 119, 199–200, 202, 259FTSE 11, 92, 254fuel market 56–62Fulton, Thames 153fund managers 144–5, 150, 156

GATT 180General Motors 131Germany 13, 16, 47, 50, 74–5, 89, 162Ghosn, Carlos 38Gillings, Dr Dennis 29–30, 32, 35–6,

107–8, 151, 153, 192–3, 211, 232, 235, 237, 256

Gillings, Mireille 108GKN 47, 181, 228Glading, Perry 67Glasgow 67Global Crossing 147globalization 7, 33, 126, 160–1, 171,

177–8, 179–96, 238, 254, 259, 261, 263, 265

GOH Capital 108, 114, 155, 160, 185Gordon, Chris 116Gordon, Jeffrey N. 239–40governance, see corporate governanceGrangemouth 65, 67Graphite Capital 74, 77, 89, 144, 167, 229Greece 50Greenbury Report 240greenfield investment 188–9Greenock 67Grimsby 67–8ground engineering, see engineeringgroup dynamics 70, 138, 139–40, 222,

255group polarization 140groupthink, see conformity, excessivegrowth equity 108, 155Gupta, Anil 182, 191

H.J. Foundation 49habitual routines 139Hammond, Charles 69–71, 129, 165, 255Hanson Green 50, 69, 136, 141, 178,

217, 235, 257, 267Harvard Business School 19Harvey, John 18, 39, 162, 173, 237 Hawkpoint Partners 22, 63, 239, 256Hayward Baker 47, 49, 56head-hunters, see search consultantshealth and safety 5, 15, 19, 47, 54,

100–1, 116, 120, 129, 135, 137, 177, 197, 198, 202, 203, 207–8, 214, 225, 243

health and safety committees 54, 120, 135, 137, 207–8, 225, 243

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hedge funds 123, 143, 151, 259Hewlett Packard (HP) 22Higgs Report 240, 253Hill, Andrew 196Hong Kong 13Hopkin, Paul 196–7, 202, 203–4, 206,

208Hull 67–8human resources management

(HR) 10, 19, 20, 37, 46, 49, 105, 115, 132, 168, 176, 230, 245

Hungary 13, 50Hunterson 67Huse, Morten 118, 125–7, 131, 136,

147 Hutchison Whampoa 67–8Huya 108

ICM Kungsholms 85Ikeda 38incentives 35, 63, 133independence, nature of 4–6, 35–7,

126, 161, 227, 229, 243–4, 247, 253, 255, 259

independent directors, attributes of 2–4, 9, 46, 72, 142, 152, 153, 160–1, 163–4 171–3, 175–8, 194–5, 197, 200–1, 210, 219, 226, 228, 234–6, 239, 242–250, 254–7, 266

independent directors, career planning 2, 8–10, 13, 19–20, 21, 112, 266–71

independent directors, characteristics 4, 26, 36–7, 78–9, 118, 152–3, 161, 191–2, 197, 219, 239, 246, 254–7, 262–5, 271

independent directors, competencies 9, 126, 163, 175–80, 183–5, 191–2, 194–5, 221, 234–5, 243–50, 254–7, 261, 263

independent directors, need for 6–7, 20–1, 24, 28, 32, 42, 60, 86, 96, 98–9, 112, 140, 159–60, 163–4,

171–3, 179–80, 183–7, 212–13, 218, 220, 223–4, 228, 231, 238, 241, 255–7, 261, 265

independent directors, problems facing 3, 26–7, 28, 42–4, 82, 86, 123, 124–5, 129–30, 148, 152, 153, 157–8, 173, 175, 187, 198–9, 208–9, 211, 227–9, 233, 238, 246, 255–6, 259, 268–70

independent directors, training and education for 3–4, 137, 243, 261, 264

India 34, 50, 52, 77, 80, 149, 158, 180, 182–3, 190, 193–4, 207–8, 240

Indonesia 50industry knowledge 3, 9, 18, 54, 70,

76, 95, 102, 111, 159, 172–3, 193, 207, 239, 243

information technology (IT) 5, 19, 22, 29, 34, 38, 40–1, 57, 59, 62, 68, 85, 101–2, 105, 115, 176, 178, 191, 194, 198, 203, 210, 267

initial public offering (IPO) 39, 42, 254

Innes, Mike 83–7, 89 insider dealing 120Institute of Directors (IOD) 243, 253insurance companies 40, 143, 146,

150, 154, 196, 200intellectual property 93, 95, 186, 187international experience 4, 9, 18–21, 25,

33, 37, 39, 44, 51, 78, 160, 179–80, 183, 186, 191, 195, 215, 225, 247, 251, 254, 259, 261, 263

International Computer Products (ICP) 24

Internationalization 20, 178–9, 183, 187, 195–6

investment bankers 5, 63, 97, 102, 211–12, 214–15, 219, 221, 249

investment in people 37, 55, 79–80, 89, 96–7, 105–6, 120, 128–9, 185, 191, 218, 220–1, 227, 237

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investor relations 5, 46, 83, 107, 111–14, 131, 146–7, 151, 159–60, 240–1, 245, 253, 263–4

investors 31, 43, 46, 55, 56, 71, 81–3, 89, 107, 111–14, 123, 131, 143–4, 146–7, 150–2, 154–60, 165–7, 181, 205, 240–1, 243–5, 248, 252, 254, 263–4, 269

Ireland 75–7Irons, Ron 14ISOPON 74Italy 50, 147

Japan 4, 13, 37–9, 41–5, 89, 91, 107, 112, 114, 125, 144, 149, 172, 180–1, 183, 187, 191–2, 195, 225, 233, 248

JATCO 39–40JH Whitney & Co 154JIDECO 39–40Jimenez, Pedro 55Johnson, Peter 169joint ventures 33, 188–9, 193, 202Julien, Jean-Charles 75–6, 78–82, 224,

228–30, 232

Keller plc 7, 46–56, 63, 87, 115–16, 120–1, 123–5, 129, 131–2, 135–6, 141, 143–44, 151, 163–8, 170, 172–4, 176–7, 181, 189, 198, 206–8, 209, 212, 223–5, 227–9, 232, 234, 236–7, 242, 248, 252, 255, 261–62

Keyfuels 57–8, 61–2Kilkaldy 67King, Justin 107King, Steve 22, 25Kirkpatrick, Ian 25, 228knowledge, of industry sectors, see

industry knowledgeknowledge, personal 2, 20–1, 35–6,

54–6, 106, 137, 139, 160, 166, 173, 179, 186, 191, 202, 209, 222–3, 241, 243–4

Korea 55, 187

KPMG 24, 132, 134, 204, 212, 217, 219Kwik-Save 16

language 43, 185, 194, 207, 220lawyers 5, 105, 210–12, 214, 219, 234,

249, 261–2Lay, Kenneth 148lead directors 124–5leadership 14, 73, 88, 94, 127, 141,

183, 193, 208, 231–4, 246, 251, 265Lehman Brothers 122, 146, 254, 258Leith 64, 66–7, 70–1LEK 53, 217liabilities 186, 254, 263licensing 89, 94, 96, 187, 195Lidco 91–2liquidation 26, 121, 163, 248, 251–2Liverpool 65–8logistics industry 4, 7, 13–18, 25, 32,

37–41, 44, 67, 69–72, 75, 99–100, 104, 106, 115, 162–3, 166, 169, 182, 195, 210, 224, 248–9, 266–7

London Business School (LBS) 19London Stock Exchange 3, 47, 64, 144, 150Lorsch, Jay 118, 138–9Lowfield Distribution 99Lowson, Brian 33Luxembourg 13

Macdougall, Alan 149Mackay, Alan 137, 158Mackay, Niall 83Malaysia 13, 50management 2, 10, 12–13, 19–20, 27, 33,

35, 38, 41, 42, 46, 55, 57, 61–2, 64, 71–3, 76, 82, 87–9, 105–7, 115, 123–8, 131, 133–4, 137, 145, 149, 153, 157, 159, 175–8, 183, 190–4, 200, 220, 236, 241, 245, 249, 255–6, 262, 264, 266

management buy-out (MBO) 10–12, 17, 20, 31, 33, 38, 39, 43–4, 46, 74, 77–8, 80, 83–6, 99, 102–3, 105–8, 144, 157–8, 225, 228, 252

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management team 3, 21, 24, 26–7, 33, 59, 76, 80, 83, 86–7, 89, 97, 103–6, 113–15, 119, 122–3, 143, 156–7, 192–3, 216, 225–8, 230–1, 234, 245, 252, 265

Manchester United 55, 231manufacturing 5, 22, 24, 41, 74, 78,

96, 99, 101–2, 115, 180, 182, 186, 198, 208, 267

marketing 62, 75–6, 105, 111, 151, 157, 182, 188, 192, 237, 245, 266

Marks & Spencer 149, 185Marshall, Andrew 204, 212, 219–20Massey, Simon 119, 213, 217–18Mather, Jack 17Mazda 38–9, 45, 163McKinney Drilling 49McKinsey & Company 69, 96, 119,

165, 180McLachlan, Sandy 20McPherson, Allan 13medical devices industry 5, 93, 108,

115, 129, 267Medtronic 89, 91, 115, 248Melvin, Colin 150mentoring 1, 4–5, 19, 128, 193, 235Merchant Adventurers 147Mergers 39, 172–9, 245mergers and acquisitions

(M&A) 15–16, 39, 115, 172, 173–9, 245

Merron, Ken 42, 44Mersey Docks and Harbour 66–8Merz Pharma 89, 96Methil 65, 67Mexico 13, 16Michael Gerson Ltd 7, 64, 82–9,

115–16, 121, 125, 139, 143–4, 153, 163, 165, 171, 178, 181, 198, 212, 224, 225, 237, 248, 251–2, 256, 260, 270

Millennium Dome 47–8Minoru, Itosaka 39

MINT countries 109, 182Mintzberg, Henry 37, 162, 171mis-selling 122, 196Mitsui 107, 112, 116Mizhuo Capital Partners 39, 43, 163,

167, 252morality 2, 122, 185, 196, 237, 239Mortimer, Mike 33Moscow, Fran 103, 235Motorola 152Moyes, David 231Mulford, Mark 24Murphy, Gerry 17

NAFTA 180NASDAQ 30–1, 135, 144, 240National Freight Corporation

(NFC) 10–17, 19, 20, 85, 128, 143, 211–12, 231, 250

National Health Service (NHS) 109National Westminster Bank (Natwest) 24negative group conflict 139Netherlands 13, 16New York Stock Exchange 31, 150,

212, 240New Zealand 13Newton, Sir Isaac 2, 222NFT Ltd 7, 99–107, 115–16, 121, 124,

128, 130, 143–5, 154, 156–9, 163, 165–7, 170, 174, 177–8, 181, 198, 206, 208–9, 212, 215–16, 224–5, 230--3, 248–9, 252, 260–2

Nikko 67–8Nissan Motor Company (Renault-

Nissan) 7, 37–42, 45–6, 115, 144, 163, 177, 182, 195, 198, 249

nomination committees 135, 244, 246–7non-executive chairman 70, 78, 86,

99–100, 112non-executive directors 2–5, 28, 70,

73, 119, 133, 141, 161, 173, 213, 226, 235, 239, 243, 247, 255–6, 258, 259–60, 266–7

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non-profit sector 4–6, 259–60Nordic Group 65–6Nortel 166North America 13, 15, 17, 33, 35–6,

46, 48–9, 51, 73, 79–80, 180, 185, 190, 192, 224, 228, 233

Northern Foods 99, 105, 144, 177, 230Northern Rock 122NovaQuest Capital Management 7,

31, 37, 107–117, 121, 144, 155, 163, 167–8, 182, 198, 205, 212, 223, 225, 231, 249, 252, 255, 261–2

Novartis 91, 96

O’Brien, Jim 116Ohata Yasutoshi 39Okuno Shinsuke 38, 42–5, 229 O’Neill, John 78, 81 objectivity (see also outsider-

insider) 3, 35–6, 78, 132, 134, 220, 238–9, 244, 251

operational efficiency 24, 34, 42, 49, 115, 119, 210, 211

operations management 18, 25, 35–6, 61, 63, 82, 93, 96, 99–100, 105–6, 128, 139, 182, 188–9, 192, 198, 208, 235, 266

organic growth 15, 18, 32, 34–5, 115, 174, 181, 248

original equipment manufacturers (OEMs) 22, 24, 40

outsider-insider 35–7outsourcing 14, 29, 30, 41, 62, 75,

170–2, 199, 203ownership, family 4, 74, 78–9, 81, 115, 143,

144, 152–4, 163, 224, 249, 252, 260ownership, private 4, 6, 31–3, 35,

51–2, 55, 119, 123, 125, 142, 143–6, 149, 151, 152–8, 163, 211, 214, 226, 240–1, 254, 260–1

ownership types 7, 10, 12, 16–17, 20, 123, 129, 142–7, 150, 152–8, 160, 231, 252, 261, 267

P&O 67Parmalat 147partnerships 16, 31, 45, 62, 66–7, 80,

93, 95–6, 108, 114, 167, 245, 262patent cliff 29, 30, 109, 110Peck, Francis 82, 83, 85–7, 89, 251–2,

256, 270Peck, Ray 24Pellew, Martyn 14pension funds 143, 146–7, 150, 154performance monitoring 4, 125–6,

128, 134–5, 145–7, 157, 164, 166, 171, 187, 200, 204, 206–7, 222, 225, 230, 240, 245

performance of directors 4, 37, 133–4, 169–70, 215, 222, 227, 233, 243, 247, 250–1, 253,

personal reputation, see reputation, personal

personal responsibility, see responsibility, personal

personality 36, 127, 139, 195PharmaBio 108Phoenix Equity Partners 99, 102–3,

105–7, 124, 144–5, 156, 158–9, 167pluralistic ignorance 139Poland 13, 50, 54politicking 139Polly Peck 240portfolios of directorships 8, 21, 78,

81, 159, 179, 229, 266–71ports 5, 64–8, 70–2, 167Portugal 50, 75PPMV 38, 43–5Preece, Steve 33private companies see ownership,

privateprivate equity (PE) 4–7, 21, 31–3, 39,

43, 46, 74, 78, 80–2, 83, 85, 88–9, 103, 107–17, 119, 123–5, 129, 143–4, 146, 152–61, 163, 166, 167–8, 182, 185, 195, 216, 224, 225–6, 229, 240, 249, 252, 260–1, 264, 266

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private equity funds 7, 103, 108, 112–14, 144, 153, 154–7, 185, 240

private equity houses and groups 4, 21, 31–3, 39, 43, 46, 74, 89, 99, 107–8, 107–17, 123, 129, 143–5, 153, 155–61, 167, 224, 226, 229, 249, 260–1, 264, 266

private equity partners 5–6, 21, 78, 80–1, 88–9, 103, 109, 119, 124–5, 144, 146, 156–8, 163, 195, 216, 240, 252, 264

problem companies 25, 27–8, 37, 54–5, 70, 79–80, 123, 147, 152, 169, 175–6, 178, 198, 213, 228–9, 270

Procter & Gamble 16, 82property 5, 17, 66, 68, 71–3, 115, 121,

130, 165, 177, 192, 194, 221, 236, 248, 267

property management 19, 71, 163, 225, 236

Proskauer 113public companies 31, 51, 55, 90, 119,

123, 125, 129, 136, 142, 143–52, 158–9, 162–4, 213, 234, 237, 240, 252, 260–1, 263–4

public concerns 3–4, 120, 122–3, 177, 200–1, 239, 251, 259

purchasing 17, 53

Qatar 55quality committees 96, 116, 135,

208–9, 248Quintiles Transnational Corporation 7,

29–37, 42, 53, 63, 93, 96–7, 107–8, 111–12, 114–116, 121, 125, 131, 135, 138–9, 141, 143–5, 151–4, 156–7, 163, 165, 167–8, 170, 173–4, 176, 178, 182, 188–94, 198–9, 206, 209, 211–12, 225, 231–2, 234, 236–7, 248, 249, 252, 256, 260–1, 266

Quintiles EMEA 31, 33–6, 190, 234

Ratcliff, John 33Real Madrid 55recycling business 68–9, 72, 115regulation, see regulatory

environmentregulatory environment 4, 29, 43, 96,

100, 109–10, 113–14, 121–2, 126, 131, 143, 148, 150, 158, 160, 184, 186, 188, 193, 199–200, 202–3, 207, 213, 219, 239–40, 243, 251, 263–5

relationships, customer 80, 83, 93, 97, 102–3, 105–7, 122, 217

relationships, personal 8–9, 28, 31, 36, 44–6, 59–60, 80, 82, 96–7, 106–7, 125, 136, 138–9, 143, 153, 178, 222–3, 226–230, 232, 235, 238, 245, 250–1, 254, 260, 262, 265, 268

remuneration committees (Remcos) 55, 123, 129, 131–4, 137, 138, 141, 148, 201, 209, 212, 218, 221, 245–6

reputation, corporate 74, 76–7, 121–2, 168, 174, 196, 199, 202–3, 207, 223, 225, 244

reputation, personal 28, 233, 242, 244, 251, 254, 267, 269

research and development (R&D) 30, 79, 89, 93–7, 109, 111, 114–5, 151, 167, 237, 261

Research and Development Corporation 154

resignation 17, 25, 28, 228resource allocation 19, 64, 130responsibility, corporate 118–24,

128–9, 133–4, 138, 141–2, 151, 177, 193, 197, 200, 204, 205–7, 244, 258, 261–2, 264

responsibility, personal 1, 4, 9, 26, 28, 34, 43, 46, 88, 132, 145–6, 178, 215, 220, 232–3, 242, 246, 250, 253, 263, 267, 269

Richardson, David 68–71, 73

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risk management 7, 19, 115, 129, 134, 151, 170, 196–7, 201–4, 205–10, 262–3

risk strategy 52, 109–11, 157, 170–1, 173, 186, 196–211

risk types 201–4risk, personal 200, 233, 254Robb, Will 112Robertson, Struan 71, 73Romania 13Rose, Sir Stuart 149Rosyth 65, 67Rothschild 96, 102, 163, 214, 217, 242,

249, 267Rothschild Bioscience Unit 90Royal Ahold 122, 147, 166Russia 55–6, 65, 71, 149, 181Ryoshoku 39, 40

Sadema 16Safeway 16Sainsbury’s 15–6, 99, 100, 105–7, 115,

248 Sarbanes-Oxley Act 148–9Saudi Arabia 50scandals 1–3, 31, 122–3, 196, 240,

254, 259Scotland 64–5, 68search consultants 5, 60, 69, 140,

211–12, 214, 221, 243–4, 247, 267sector expertise 2, 4, 9, 21, 99, 114, 124,

134–5, 140–1, 164, 169, 173, 201, 215, 225–6, 243, 252, 266, 268, 270

selection 8, 19, 133, 214, 230–1, 238, 245, 247, 262, 264

selling a company 16–17, 39, 63, 81, 91, 97–8, 102–3, 106, 156–7, 158–9, 169, 176–77, 214, 217, 221

senior independent directors (SIDs) 6, 8, 39, 45, 51, 73, 116, 138, 192, 234, 239, 244, 253

separation between executives and independent directors 2, 5, 107,

126, 145–6, 153, 228, 236–8, 244, 262

Serious Fraud Office 200, 259Shanghai 45share price movements 16, 30–1, 33,

53, 91–2, 95, 135shared information bias 138–9shareholder activism 16, 46, 70, 123,

129, 132, 148–52, 162–4, 228, 252, 254, 259, 263–4

shareholder value 1, 16, 30, 33, 39, 61, 97–8, 120, 156, 175, 240, 244, 260–1, 263

shareholders 2, 6, 16–17, 26, 28, 36, 39, 43, 45, 70, 72, 93, 95, 97–8, 103, 108, 119–21, 123, 129, 132–4, 137, 142–52, 175–6, 218, 222, 226, 228, 238, 240, 245, 247, 250–5, 259, 263, 265, 271

Shell 59Sherlock, Peter 17Simon, Crispin 96, 129, 141, 167, 223,

227–8Singapore 13, 47, 50, 56Slaughter & May 119, 197, 213,

217–19, 241, 255–6Sloan, Alfred P. 131Slovakia 50social cohesion 138social loafing 138–9 Société Générale 199South Africa 73, 75South America 188Southampton 67–8Spain 13, 15, 50, 55, 56, 75,

211, 233Spencer Stuart 136, 242, 267spin-offs/spin-offs 38, 72, 107, 112,

143–4, 224, 230 St Petersburg 65, 163Starkey, Tom 105Steele, Murray 3 Stephens, Charles 103

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stock market 109, 144, 206, 214, 254, 259

strategic thinking 2, 19, 72, 93, 251–2strategic tools 171–2strategy 1, 7, 9, 10, 15, 19–20, 24, 27,

32–5, 42, 44, 48–9, 53–4, 62–4, 69–70, 72, 77, 80–2, 84, 86–8, 93–5, 101, 102–6, 108, 114–15, 119, 123, 127–9, 130, 137, 141, 146–7, 151, 156–7, 159–82, 185–9, 191, 203, 205–6, 208, 212, 216, 230–1, 235–7, 245–6, 248–9, 251–2, 258, 261, 263

Stratford, Peter 96Straycat 105succession planning 20, 137, 233, 250,

253Suncoast 49, 52–3supervisory boards 124, 240supply chains 24, 38, 67, 71–2, 78, 96,

100–1, 105, 115, 130, 187–8, 192, 194, 202

SwissAir 122SWOT 38, 41, 171Sylvester, John 96systems 19, 23, 34, 57, 61–2, 68, 74,

85, 101, 105, 115, 134, 149, 156, 175–6, 183–4, 189–91, 198, 203, 208, 210, 240

Szikora, Stephen 105

takeovers 69, 73, 163, 212, 214, 223, 248

Tata Group 174, 180, 194tax avoidance 120, 122TDG 17team strengthening 26, 59, 72, 103,

114–15, 152, 156, 212, 247teams, executive see executive teamstechnological change 49, 56–7, 126,

198–9, 265Temasek 31, 107, 112–13Terratest 55terrorist attacks 82–4Terumo 89

Tesco 16, 100, 185, 259Thailand 149Thatcher, Margaret 82, 88Thomis, Jeff 33Thompson, Sir Peter 10–12, 16–17Tibbett & Britten 17–18, 39, 162, 169,

237Tilbury 65–8, 71–2, 115, 162–3Time Warner 175TNT 38, 195Tokyu Air Cargo 39Toshiba 22TPG 31, 107, 112–13, 115–16, 144training 19, 22, 37, 57, 75, 85, 137,

162, 193, 208, 243, 245, 261, 264trust 2, 59–60, 82, 106, 125–7, 196,

215, 217–18, 220–1, 223, 231, 235, 241, 259, 265

Tuckey, James 72–3Tunnicliffe, Jonathan 112

U-POL Ltd 7, 73–82, 102, 115–16, 121, 125, 144–5, 154, 156–7, 160, 163, 165–7, 170, 174, 178, 182, 187, 198, 209, 212, 224–5, 229–30, 232, 249, 252, 260–1

UCC Ueshima Coffee 39, 40Ukraine 50Underhill, William 119, 217–18, 219, 256unethical behaviour 120, 122, 196, 200Unilever 14, 82unitary boards 124, 162, 240United Arab Emirates (UAE) 13, 50Universities 4, 91, 241, 243, 259–60University of Exeter 4, 10, 31University of North Carolina 29University of Reading 10USA 1, 4–5, 13–14, 18, 24, 29, 45, 47,

53, 75, 77, 82, 89, 91, 96, 108–9, 114–15, 122, 124–5, 128, 132, 144–5, 147–51, 154, 158, 162–63, 165, 181–2, 187, 189, 195, 197, 199–200, 206, 239, 242, 249–50, 259, 262, 267

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Vallance, Peter 152Vallis, Peter 56–7, 61valuation of companies 97–8, 108,

158, 163, 204, 211, 216, 221, 245, 248

Vantec Corporation 7, 37–46, 52, 99, 102, 115–16, 121, 125, 143–4, 154, 156–9, 163, 167, 177, 182–3, 195–6, 198, 212, 224–5, 229, 231, 249, 252, 261–2

Vaughan, Ron 21venture capital 108–9, 154–5, 159Vietnam 50Vincent, Stuart 214, 217, 219–20, 242,

267, 269–70vision 4, 16, 102, 153, 159, 166, 193,

246, 250, 256 visits to companies 53, 194, 228, 268,

271Volkswagen 188

Waine, Peter 50, 140–41, 178, 235, 257Wal-Mart 152Walmsley, Alastair 3Washington 47Watson, James 17Way, Raymond 24, 26, 251Webster, Martin 242Wellingborough 74, 80Welsh, Chris 59–61, 210, 223,

226–7, 229, 238, 241West, Mike 47, 51, 53, 228, 237Wilson, Patrick 22, 24–5, 26, 28, 239,

256Wilson, Richard 243Winstanley, Derek 33Wood, John 153Wooten, Ron 111–14, 223WorldCom 147, 199

Yamada Toshi 44, 46, 195, 229

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