The Incredible Adventures of Carla : Practical Guide for Nominee Directors
This is a book about directorship. More precisely, it’s about nominee directors, who are nominated by IFC and other development finance institutions (DFIs) to the boards of investee companies to fulfill a dual mandate: first, they are expected to p...
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Format: | Working Paper |
Language: | English en_US |
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World Bank Group, Washington, DC
2015
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Online Access: | http://documents.worldbank.org/curated/en/2015/06/24606842/incredible-adventures-carla-practical-guide-nominee-directors http://hdl.handle.net/10986/22062 |
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World Bank |
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English en_US |
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LIMITED HOLDING COMPANY CAPITAL MARKETS OPERATIONAL RISK BOARD MEETING CLIENT BASE BUSINESS ETHICS REGULATORY COMPLIANCE PUBLIC UTILITIES FOREIGN CAPITAL BOARD MEMBERS CORPORATION RISK MANAGER STOCK SHAREHOLDER RIGHTS INCOME INTEREST COMPENSATION POLICIES EMERGING ECONOMIES STOCK MARKET DEVELOPING COUNTRIES CHARTER INDEPENDENT DIRECTORS DISCLOSURE REQUIREMENTS SUSTAINABLE ECONOMIC GROWTH REGULATORY AGENCY PORTFOLIO REGULATOR COMPANIES FINANCIAL STATEMENTS BONDS MERGERS GLOBAL LEADERS INFORMATION SYSTEMS REGULATORY AUTHORITY AUDIT COMMITTEE ACQUISITIONS DIVIDEND POLICY CORPORATE GOVERNANCE STANDARDS JURISDICTIONS LEGAL FRAMEWORKS CODE OF CONDUCT INTERNATIONAL FINANCE STATES CONTROLLING SHAREHOLDER CEO ACQUISITION UNION OWNERSHIP CONCENTRATION GLOBAL EQUITY INDEPENDENT SHAREHOLDER SHAREHOLDER STRUCTURE FRANCHISE GOVERNANCE PROCEDURES FINANCIAL INSTITUTIONS TRUST BOARD MEMBER CAPITAL REQUIREMENTS FAMILY BUSINESS CORPORATE GOVERNANCE FRAMEWORK AUDITOR INDEPENDENCE PRIVATE SECTOR DEVELOPMENT BOARD MEETINGS PRIVATE CAPITAL CORPORATE GOVERNANCE CODE DUE DILIGENCE REAL ESTATE LEGAL FRAMEWORK DIRECTORS BANKS SHAREHOLDERS’ MEETINGS SHAREHOLDER AGREEMENTS UNIONS MANAGERS EMERGING MARKETS EQUITY INVESTORS DEVELOPMENT INVESTMENT CEOS ETHICAL BEHAVIOR OWNERSHIP STRUCTURE TRANSPARENCY COUNTRY RISK SCANDALS CORPORATIONS SUBSIDIARIES POLITICAL SYSTEMS REGULATORY REQUIREMENTS BANK FOREIGN DIRECT INVESTMENT CONFLICTS OF INTEREST STAKEHOLDERS CHAIRMAN AND CEO SHAREHOLDER VALUE FAMILY BUSINESSES INTERNAL CONTROLS REGULATORY CAPITAL SHARES SOCIAL VALUES MAJORITY SHAREHOLDERS TRADE UNIONS MINORITY SHAREHOLDERS COMPANY LEGAL DUTIES SECURITIES SUBSIDIARY GOVERNANCE SHAREHOLDERS ENFORCEMENT INSURANCE CONTROLLING SHAREHOLDERS INTERESTS ACCESS TO CAPITAL MARKETS STATE INVESTOR FINANCIAL DEVELOPMENT ACCOUNTING STANDARDS BUSINESS CLIMATE INVESTMENT SHARE ORGANIZATION PORTFOLIO MANAGER EQUALITY COMPLIANCE OFFICER FINANCE CORPORATION INTERNAL CONTROL BUSINESS ENVIRONMENT BANKING COMPETITIVE MARKETS GOOD CORPORATE GOVERNANCE INVESTOR RELATIONS SHAREHOLDER INTERESTS INDIVIDUALS STAKEHOLDER INVESTMENTS RISK MANAGEMENT SOCIETY CAPITAL EXPENDITURES INDEPENDENT DIRECTOR SHAREHOLDER MERGER AUDIT ASSET SALES CUSTOMERS INTERNATIONAL INVESTORS FIDUCIARY DUTY COOPERATIVE SMALL BUSINESSES COST OF CAPITAL PRIVATE ENTERPRISE CONSOLIDATION CORPORATE GOVERNANCE ESTATE INVESTMENT DECISION |
spellingShingle |
LIMITED HOLDING COMPANY CAPITAL MARKETS OPERATIONAL RISK BOARD MEETING CLIENT BASE BUSINESS ETHICS REGULATORY COMPLIANCE PUBLIC UTILITIES FOREIGN CAPITAL BOARD MEMBERS CORPORATION RISK MANAGER STOCK SHAREHOLDER RIGHTS INCOME INTEREST COMPENSATION POLICIES EMERGING ECONOMIES STOCK MARKET DEVELOPING COUNTRIES CHARTER INDEPENDENT DIRECTORS DISCLOSURE REQUIREMENTS SUSTAINABLE ECONOMIC GROWTH REGULATORY AGENCY PORTFOLIO REGULATOR COMPANIES FINANCIAL STATEMENTS BONDS MERGERS GLOBAL LEADERS INFORMATION SYSTEMS REGULATORY AUTHORITY AUDIT COMMITTEE ACQUISITIONS DIVIDEND POLICY CORPORATE GOVERNANCE STANDARDS JURISDICTIONS LEGAL FRAMEWORKS CODE OF CONDUCT INTERNATIONAL FINANCE STATES CONTROLLING SHAREHOLDER CEO ACQUISITION UNION OWNERSHIP CONCENTRATION GLOBAL EQUITY INDEPENDENT SHAREHOLDER SHAREHOLDER STRUCTURE FRANCHISE GOVERNANCE PROCEDURES FINANCIAL INSTITUTIONS TRUST BOARD MEMBER CAPITAL REQUIREMENTS FAMILY BUSINESS CORPORATE GOVERNANCE FRAMEWORK AUDITOR INDEPENDENCE PRIVATE SECTOR DEVELOPMENT BOARD MEETINGS PRIVATE CAPITAL CORPORATE GOVERNANCE CODE DUE DILIGENCE REAL ESTATE LEGAL FRAMEWORK DIRECTORS BANKS SHAREHOLDERS’ MEETINGS SHAREHOLDER AGREEMENTS UNIONS MANAGERS EMERGING MARKETS EQUITY INVESTORS DEVELOPMENT INVESTMENT CEOS ETHICAL BEHAVIOR OWNERSHIP STRUCTURE TRANSPARENCY COUNTRY RISK SCANDALS CORPORATIONS SUBSIDIARIES POLITICAL SYSTEMS REGULATORY REQUIREMENTS BANK FOREIGN DIRECT INVESTMENT CONFLICTS OF INTEREST STAKEHOLDERS CHAIRMAN AND CEO SHAREHOLDER VALUE FAMILY BUSINESSES INTERNAL CONTROLS REGULATORY CAPITAL SHARES SOCIAL VALUES MAJORITY SHAREHOLDERS TRADE UNIONS MINORITY SHAREHOLDERS COMPANY LEGAL DUTIES SECURITIES SUBSIDIARY GOVERNANCE SHAREHOLDERS ENFORCEMENT INSURANCE CONTROLLING SHAREHOLDERS INTERESTS ACCESS TO CAPITAL MARKETS STATE INVESTOR FINANCIAL DEVELOPMENT ACCOUNTING STANDARDS BUSINESS CLIMATE INVESTMENT SHARE ORGANIZATION PORTFOLIO MANAGER EQUALITY COMPLIANCE OFFICER FINANCE CORPORATION INTERNAL CONTROL BUSINESS ENVIRONMENT BANKING COMPETITIVE MARKETS GOOD CORPORATE GOVERNANCE INVESTOR RELATIONS SHAREHOLDER INTERESTS INDIVIDUALS STAKEHOLDER INVESTMENTS RISK MANAGEMENT SOCIETY CAPITAL EXPENDITURES INDEPENDENT DIRECTOR SHAREHOLDER MERGER AUDIT ASSET SALES CUSTOMERS INTERNATIONAL INVESTORS FIDUCIARY DUTY COOPERATIVE SMALL BUSINESSES COST OF CAPITAL PRIVATE ENTERPRISE CONSOLIDATION CORPORATE GOVERNANCE ESTATE INVESTMENT DECISION Steger, Ulrich Nedopil, Christoph The Incredible Adventures of Carla : Practical Guide for Nominee Directors |
description |
This is a book about directorship. More
precisely, it’s about nominee directors, who are nominated
by IFC and other development finance institutions (DFIs) to
the boards of investee companies to fulfill a dual mandate:
first, they are expected to perform all the duties and tasks
of a board member. Second, they are also charged with
improving the corporate governance, sustainability, and
ethical behavior of the investee company. This need exists
because the empirical evidence indicates that in many
developing countries it is nearly impossible to create
long-term shareholder value without marked improvements in
these areas. This book, based on sound research and
real-life examples, offers not only a useful learning
platform but also, the authors hope, an entertaining read.
It focuses on directorship and leadership skills in the
boardroom and does not attempt to cover the whole
‘waterfront’ on corporate governance issues. Many other
publications (including some found on the IFC website) deal
extensively with the structures, processes, and legal
frameworks of corporate governance. The story emphasizes the
learning and adapting that must go on for a nominee director
to be effective in encouraging change and improvement on the
board and in the company. It draws on specific situations to
illustrate that IFC rules and instructions cannot always be
perfectly followed: the nominee director is in the ‘heat of
the battle,’ under time pressure, and confronted with
dilemmas and uncertainty that only in hindsight can be
structured and analyzed clearly. The target audience of the
incredible adventures of Carla is nominee directors,
especially those who are newly appointed or candidates who
are considering taking on such a role. It aims to expose
them to the challenges in the behavioral dimension of
corporate governance and to help them learn, through Carla’s
experience, the actions and communications that can help
them, or not help them, achieve the goals they are committed to. |
format |
Working Paper |
author |
Steger, Ulrich Nedopil, Christoph |
author_facet |
Steger, Ulrich Nedopil, Christoph |
author_sort |
Steger, Ulrich |
title |
The Incredible Adventures of Carla : Practical Guide for Nominee Directors |
title_short |
The Incredible Adventures of Carla : Practical Guide for Nominee Directors |
title_full |
The Incredible Adventures of Carla : Practical Guide for Nominee Directors |
title_fullStr |
The Incredible Adventures of Carla : Practical Guide for Nominee Directors |
title_full_unstemmed |
The Incredible Adventures of Carla : Practical Guide for Nominee Directors |
title_sort |
incredible adventures of carla : practical guide for nominee directors |
publisher |
World Bank Group, Washington, DC |
publishDate |
2015 |
url |
http://documents.worldbank.org/curated/en/2015/06/24606842/incredible-adventures-carla-practical-guide-nominee-directors http://hdl.handle.net/10986/22062 |
_version_ |
1764450072226955264 |
spelling |
okr-10986-220622021-04-23T14:04:06Z The Incredible Adventures of Carla : Practical Guide for Nominee Directors Steger, Ulrich Nedopil, Christoph LIMITED HOLDING COMPANY CAPITAL MARKETS OPERATIONAL RISK BOARD MEETING CLIENT BASE BUSINESS ETHICS REGULATORY COMPLIANCE PUBLIC UTILITIES FOREIGN CAPITAL BOARD MEMBERS CORPORATION RISK MANAGER STOCK SHAREHOLDER RIGHTS INCOME INTEREST COMPENSATION POLICIES EMERGING ECONOMIES STOCK MARKET DEVELOPING COUNTRIES CHARTER INDEPENDENT DIRECTORS DISCLOSURE REQUIREMENTS SUSTAINABLE ECONOMIC GROWTH REGULATORY AGENCY PORTFOLIO REGULATOR COMPANIES FINANCIAL STATEMENTS BONDS MERGERS GLOBAL LEADERS INFORMATION SYSTEMS REGULATORY AUTHORITY AUDIT COMMITTEE ACQUISITIONS DIVIDEND POLICY CORPORATE GOVERNANCE STANDARDS JURISDICTIONS LEGAL FRAMEWORKS CODE OF CONDUCT INTERNATIONAL FINANCE STATES CONTROLLING SHAREHOLDER CEO ACQUISITION UNION OWNERSHIP CONCENTRATION GLOBAL EQUITY INDEPENDENT SHAREHOLDER SHAREHOLDER STRUCTURE FRANCHISE GOVERNANCE PROCEDURES FINANCIAL INSTITUTIONS TRUST BOARD MEMBER CAPITAL REQUIREMENTS FAMILY BUSINESS CORPORATE GOVERNANCE FRAMEWORK AUDITOR INDEPENDENCE PRIVATE SECTOR DEVELOPMENT BOARD MEETINGS PRIVATE CAPITAL CORPORATE GOVERNANCE CODE DUE DILIGENCE REAL ESTATE LEGAL FRAMEWORK DIRECTORS BANKS SHAREHOLDERS’ MEETINGS SHAREHOLDER AGREEMENTS UNIONS MANAGERS EMERGING MARKETS EQUITY INVESTORS DEVELOPMENT INVESTMENT CEOS ETHICAL BEHAVIOR OWNERSHIP STRUCTURE TRANSPARENCY COUNTRY RISK SCANDALS CORPORATIONS SUBSIDIARIES POLITICAL SYSTEMS REGULATORY REQUIREMENTS BANK FOREIGN DIRECT INVESTMENT CONFLICTS OF INTEREST STAKEHOLDERS CHAIRMAN AND CEO SHAREHOLDER VALUE FAMILY BUSINESSES INTERNAL CONTROLS REGULATORY CAPITAL SHARES SOCIAL VALUES MAJORITY SHAREHOLDERS TRADE UNIONS MINORITY SHAREHOLDERS COMPANY LEGAL DUTIES SECURITIES SUBSIDIARY GOVERNANCE SHAREHOLDERS ENFORCEMENT INSURANCE CONTROLLING SHAREHOLDERS INTERESTS ACCESS TO CAPITAL MARKETS STATE INVESTOR FINANCIAL DEVELOPMENT ACCOUNTING STANDARDS BUSINESS CLIMATE INVESTMENT SHARE ORGANIZATION PORTFOLIO MANAGER EQUALITY COMPLIANCE OFFICER FINANCE CORPORATION INTERNAL CONTROL BUSINESS ENVIRONMENT BANKING COMPETITIVE MARKETS GOOD CORPORATE GOVERNANCE INVESTOR RELATIONS SHAREHOLDER INTERESTS INDIVIDUALS STAKEHOLDER INVESTMENTS RISK MANAGEMENT SOCIETY CAPITAL EXPENDITURES INDEPENDENT DIRECTOR SHAREHOLDER MERGER AUDIT ASSET SALES CUSTOMERS INTERNATIONAL INVESTORS FIDUCIARY DUTY COOPERATIVE SMALL BUSINESSES COST OF CAPITAL PRIVATE ENTERPRISE CONSOLIDATION CORPORATE GOVERNANCE ESTATE INVESTMENT DECISION This is a book about directorship. More precisely, it’s about nominee directors, who are nominated by IFC and other development finance institutions (DFIs) to the boards of investee companies to fulfill a dual mandate: first, they are expected to perform all the duties and tasks of a board member. Second, they are also charged with improving the corporate governance, sustainability, and ethical behavior of the investee company. This need exists because the empirical evidence indicates that in many developing countries it is nearly impossible to create long-term shareholder value without marked improvements in these areas. This book, based on sound research and real-life examples, offers not only a useful learning platform but also, the authors hope, an entertaining read. It focuses on directorship and leadership skills in the boardroom and does not attempt to cover the whole ‘waterfront’ on corporate governance issues. Many other publications (including some found on the IFC website) deal extensively with the structures, processes, and legal frameworks of corporate governance. The story emphasizes the learning and adapting that must go on for a nominee director to be effective in encouraging change and improvement on the board and in the company. It draws on specific situations to illustrate that IFC rules and instructions cannot always be perfectly followed: the nominee director is in the ‘heat of the battle,’ under time pressure, and confronted with dilemmas and uncertainty that only in hindsight can be structured and analyzed clearly. The target audience of the incredible adventures of Carla is nominee directors, especially those who are newly appointed or candidates who are considering taking on such a role. It aims to expose them to the challenges in the behavioral dimension of corporate governance and to help them learn, through Carla’s experience, the actions and communications that can help them, or not help them, achieve the goals they are committed to. 2015-06-25T14:57:14Z 2015-06-25T14:57:14Z 2015-03 Working Paper http://documents.worldbank.org/curated/en/2015/06/24606842/incredible-adventures-carla-practical-guide-nominee-directors http://hdl.handle.net/10986/22062 English en_US CC BY-NC-ND 3.0 IGO http://creativecommons.org/licenses/by-nc-nd/3.0/igo/ International Finance Corporation World Bank Group, Washington, DC Publications & Research Publications & Research :: Working Paper |