Martin Hilb: New corporate governance
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Martin Hilb: New corporate governance Successful board management tools, Third edition, Springer, Berlin, 2008 Andrea Melis
Published online: 14 November 2009 Ó Springer Science+Business Media, LLC. 2009
Corporate governance literature includes a very diverse and multidisciplinary set of studies, encompassing accounting, economics, finance, law, management, and sociology. Corporate governance is indeed a multi-faceted domain. As noted by Judge (2008), the ‘dependent variable’ in corporate governance studies is far to be clear and generally accepted. The third edition of the book New Corporate Governance written by Martin Hilb adopted a management approach and selected a very interesting ‘variable’ to study: board effectiveness. The book focused on the board of directors. Among corporate governance issues, the board of directors is considered to be pivotal, as it is the organizational body at the apex of companies (Fama and Jensen 1983). Hilb shared the view of the Cadbury report (1992) about the role of the board of directors, which is expected to both ‘direct and control a firm’ (page 9). In his book Martin Hilb interestingly aimed at developing a ‘holistic framework’, which tries to address the major weaknesses in the theory and practice of corporate governance, by integrating formerly isolated elements of corporate governance in research and practice (see page 7). Indeed, the book provides a good balance between practice and research. This goal is consistently pursued in all the book’s sections, and often accomplished. To achieve his aim, Professor Hilb took profit of his long experience in corporate governance and boards of directors from different perspectives: researching, teaching, and consulting. Indeed, sound scholarship is often combined with practical board management tools derived from the author’s professional practice as consultant and the executive education workshops held at the University of St. Gallen (Switzerland), where he is Director of the IFPM Centre for Corporate Governance. The proposed framework is based on four major principles (named ‘dimensions’). The whole framework has been labelled as the ‘reversed KISS principle’ (situation, strategy, integration, and ‘keep it controlled’, page 7). All four ‘dimensions’ of the A. Melis (&) Department of Ricerche aziendali, University of Cagliari, Cagliari, Italy e-mail: [email protected]
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‘reversed KISS principle’ should be considered as equally important in order to develop a balanced view of corporate governance: no single dimension should be sacrificed to any other dimension. The book is structured according to the proposed framework. Each dimension is illustrated in a section of the book. The first part of the book discusses the situational dimensions of corporate governance. The second part focuses on the strategic issues, with special attention paid to how role and stewardship theories may influence corporate governance when dealing with corporate strategy. The third part of the book elaborates how much effort board manageme
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