Disaster in the Boardroom

Why when companies come crashing down, do we hear of boards who have failed in their fiduciary duties? Or that they have been ignorant, complacent or downright complicit in these scandals and downfalls?

Of course, 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, despite this frequency, little or nothing changes. We shrug and move on, accepting they are an unavoidable part of the system that produces incredible wealth for economies and societies. But it should not be that way. Disaster in the Boardroom shows how boards can be better. Looking at why these scandals happen, authors Peterson and Brown present in-depth case studies of major global corporations – including recent contemporary scandals associated with companies such as BP, Facebook and Uber – using the optic of their unique, original and compelling ‘six dysfunctions of the board’ analysis to reveal their particularities but also how they can be overcome.

In this book, Brown and Peterson explore common attributes of scandals such as lack of independence from management, missing key voices, cultural amplification, diffusion of responsibility, rule-bound cultures and groupthink. They also identify 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.

Disaster in the Boardroom is essential reading for every executive in every boardroom, those aspiring to board positions as well as anyone interested in why boards fail. It has never been more important to pre-identify and eradicate these boardroom dysfunctions – not least so that their impacts upon society can better seen, understood, mitigated, and avoided.

“Warnings that you really shouldn’t ignore … . I judge a book by the number of notes I make as I read and also by how often I find myself reading excerpts to anyone who’ll listen. Disasters in the Boardroom scores highly on both counts. ... The book is lively & engaging. Highly recommended” (Sue Magee, The Book Bag, thebookbag.co.uk, June 7, 2022)

“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.”

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

“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.”

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

“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 onboards, 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.” 

- Vyla Rollins, Executive Director, London Business School, Leadership Institute

“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 identifyover 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.”

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

“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.”

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

 “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 rectifythem. 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.”

- Barry Bateman, former CEO and Vice-Chair  of Fidelity International

 

“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.”

- John Allan, Chairman Tesco and former President of the CBI.

 

"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!"

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

 

“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. ”

- Dame Inga Beale, Portfolio Director

                                                                             

“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 aboutdiscuss and apply.

 

Balaned 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.”

 

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

 

 

 

 

 

 

 

 

 

 

Gerry Brown is Chairman of both Novaquest Capital Management (a global private equity firm) and of G Brown Associates Ltd (a family company). He has held a variety of Chairman and Independent Director positions in public and private companies across different sectors and geographies. He is a Council Member of the University of Exeter and Visiting Fellow at Henley Business School as well as a Fellow of the Institute of Directors. Brown also sits on the Advisory Board for Corporate Governance. He is also the author of The Independent Director: The Non-Executive Director’s Guide to Effective Board Presence and The Independent Director in Society (both Palgrave) as well as Making a Difference (De Gruyter).

Dr. Randall S. Peterson is Professor of Organizational Behaviour and Founding Director of the Leadership Institute at London Business School. He has studied and taught about boards and top management teams for over 30 years. His research has been published in leading managerial publications including Harvard Business Review and MIT Sloan Management Review as well as high-ranking academic journals such as Academy of Management Annals and Administrative Science Quarterly.