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The Governance Revolution

What Every Board Member Needs to Know, NOW!

Boards of directors are sitting ducks. Shareholders complain and even attack, management manipulates, and individual board members have little power, able to act only as part of the board as a whole. Governance issues are front and center, yet there is often little understanding, even among board members, of the key role that they play. Written in an accessible and human voice, The Governance Revolution: What Every Board Member Needs to Know, NOW! provides information and context essential to anyone seeking to understand how corporations and their stewards—the board of directors—can and should function in the volatile world we inhabit. Deborah Hicks Midanek offers useful insight into what board members of corporations actually do, the current standards for board members and why they exist. She includes a timely discussion of how clarity of purpose can improve board and director effectiveness. Informed by her long experience serving public, private, and family owned corporate boards as well as those of charitable, and government organizations, she provides essential context regarding the evolution of board practice as well as candid discussion of the issues involved in the relentless effort to improve corporate governance processes. Focused mainly on the dominant public corporation, she also explores the special challenges of serving private and family owned as well as nonprofit and public agency boards. Written by a seasoned board member, and liberally laced with stories and cases illustrating the tricky issues directors wrestle with, this book is the essential common-sense companion for anyone working with a board, serving on a board, or wanting to do so. Directors, aspiring directors, investors, and students of corporate behavior will benefit from this highly readable description of the cloistered boardroom. For Roger Trapp's article in Forbes featuring a discussion of this title click here https://www.forbes.com/sites/rogertrapp/2018/10/22/independent-directors-nehttps://www.forbes.com/sites/rogertrapp/2018/10/22/independent-directors-need-to-stand-up-to-activists/#7060008826b0ed-to-stand-up-to-activists/#7060008826b0 For a Roundtable discussion in Financier Worldwide Magazine featuring Deborah Hicks Midanek please click here https://www.financierworldwide.com/roundtable-risks-facing-directors-officers-aug18#.W1BqQdVKiUk Click here for a review in Financial Analysts Journal https://www.cfapubs.org/doi/abs/10.2469/br.v13.n1.10 Click here for an excerpt on Corporate Board Member: https://boardmember.com/what-is-the-governance-revolution/

Author Information

Deborah Hicks Midanek, Principal, Prevail Investments, LLC; Vice Chairman & Independent Director, Innovate MS., USA


The Governance Revolution is a must-read for any current or aspiring corporate director. Deborah Hicks Midanek has created an eminently readable, incredibly pragmatic, and extremely valuable playbook for corporate directors. This is the one book every director should read to gain a better understanding of the current corporate governance revolution! ̶̶ Harvey Pitt, CEO, Kalorama Partners, LLC; Former Chairman, United States Securities & Exchange Commission Moving our corporations toward sustainable business practice requires that boards of directors stand and deliver. This powerful book is ideal for every director and member of senior leadership who wants to make a difference. ̶̶ Halla Tomasdottir, CEO, The B Team This is truly brilliant. Frankly I opened it with a sense of obligation to skim, but that did not last. I read the whole thing word for word. The scope is breathtaking. It is well researched, exhaustive and deeply thoughtful. Frankly I was expecting a modest "how to" and instead got a definitive history. Congratulations! ̶̶ Robert J. Rosenberg, retired partner and co-chair of Insolvency Practice Group at Latham & Watkins LLP; frequent independent director I’m still reading the book and I have to say WOW. Most of us take some facts and surround them each by 1000+ words. You take a fact and add two more to make a sentence. I’ve rarely seen such an information packed book. I’ve been a non-executive director and trustee of various companies/charities but this is opening my eyes to all the things that directors forget or get steered away from. ̶̶ Stefan Drew, Author, Futurist, Director, Marketing Magician Enterprises, Ltd A thorough and thought-provoking consideration of the role of the board in modern business, and why we ought to be talking more about it. With mix of research, legal insight and personal example, Midanek demonstrates not only how boards ought to function, but how more thoughtful approaches to governance can and should restore business to a more sustainable and trusted force in society. I wish I’d had this book in business school! ̶̶ Michele Miller, Author & Television Writer, The Underwriting Ms. Midanek combines historical research, personal experience, and current debates in a compelling read. Her book provides context for many of today’s discussions about the role of corporations and who’s in charge. ̶̶ Gwen Finegan, Board Member and Strategic Advisor to Health Care Systems This book has opened my eyes to many important concepts, and confirmed my beliefs about others. While much of the material may not be new, I think it is both new and important to see these ideas written down. Never have these principles been so important for people to understand. While the ideas can be complex, they are explained in human terms. I like this book! ̶̶ Chantha Nguon, Executive Director, Stung Treng Women’s Development Center, Cambodia Drawing on her encyclopedic knowledge of business history and decades of practical experience inside corporate boardrooms, Deborah brilliantly illuminates and breathes life into dry and dusty concepts like fiduciary duties, maximizing shareholder value, and exercising reasoned business judgment. Deborah encourages corporate directors to flex their collective corporate governance muscles to enthusiastically participate in building robust businesses that serve and reward every constituency today and lay foundations of opportunity for future generations. ̶̶ Peter A. Chapman, Publisher, Beard Group, Inc. This book is a must-read not only for current and prospective directors but for anyone who wants to understand the concept of corporations and the way in which they are and should be managed. Bravo to this author who dives into the real heart of how we arrived at corporate America as it exists today and the right path to righting our ship! She has gone in depth to the complexities of the relationships between shareholders, management and directors and has explained it so that a general readership can understand. This book is enlightening, provocative and fun! ̶̶ John L. Cook Esq., Cofounder & Partner (Ret.), Cook, Barkett, Ponder & Wolz, L.C. The author is an anthropologist who brings back great stories of that weird tribe of corporate directors; she describes boardroom cultures, often dysfunctional, and shows us how to move and improve them. She is a social psychologist, alert to examples of conformity pressures, groupthink, and emergent leadership in board meetings. She is an economist, bringing the interests of creditors, stockholders, and customers into board deliberations. Her voice is personable and inviting; the experience and examples in this book can encourage seminar discussions across the social sciences. ̶̶ Clark R. McCauley, Jr., Research Professor of Psychology, Bryn Mawr College; Founding Editor Emeritus, Dynamics of Asymmetric Conflict; Co-Director, Solomon Asch Center for Study of Ethnopolitical Conflict Ms. Midanek’s book has not only helped me as the CEO understand how better to use my board, but it will be required reading for all members of the board and senior management. Board members who can challenge, collaboratively, are the best board members a CEO can have; they promote useful discussion, new ideas, and are generally more supportive of the process. A board member who believes he or she is the smartest person in the room, however, will spew the most irrelevant anecdote, be the worst listener, and the least productive. This book provides useful perspective to help all of them to work better as a group in service to the company. ̶̶ Darren Latimer, Chief Executive Officer, Stonegate Capital Holdings By tracing how corporations and their boards have evolved, Ms. Midanek provides a unique historical perspective on the role of corporations in society going back to the trading companies in the Netherlands and Britain in the 17th century. This well-written history is a valuable read for business and law students and teachers as well as for today’s officers and directors and their advisors. ̶̶ Lewis H. Lazarus, Partner, Morris James "All directors want to help the companies they serve to flourish," writes Deborah Hicks Midanek in her valuable book. Drawing on her store of boardroom experience, this specialist in how boards of directors think and act tackles the big questions such as "Who owns the company?" ̶̶ James Kristie, Editor-in-Chief and Associate Publisher, Directors & Boards, Retired The Governance Revolution is a must read for board members and risk and legal professionals advising boards. Deborah Midanek makes the case for a new look at the purpose of corporations and the need for long term perspectives…something sorely missing today. This book will help you in your board service. ̶̶ Catherine Allen, Chairman and CEO, The Santa Fe Group; a multi-board director and 2018 NACD Directorship Honoree The release of this publication could not be more timely or on point. Directors face more challenges and exposure than they ever have. This book is extremely informative and a tremendous resource tool for directors especially those that are independent. Kudos to Ms. Midanek for having the insight and tenacity to write this book. ̶̶ Trey Monsour, Esq., Shareholder, Polsinelli, PC
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Audience: Directors, Academics, Attorneys, Private Equity Investors, Activists, Think Tank and Governance Association Leaders