It is my intention in this book to present the human side of corporate governance. A landmark book about boards of directors was written in 1971 by Professor Miles Mace of Harvard Business School, with the title Directors: Myth and Reality. His key observation was that there was a disparity between board task expectations (myths) and actual board task performance (realities). Mace placed the human side of corporate governance in this disparity. He recognised that this human side helps us explore the discrepancy between myths and realities. By understanding the human side of corporate governance, in this book we will:

• explore how boards can contribute to value creation;

• highlight behavioural and ethical dimensions of corporate governance; and

• present a coherent and unifying framework for exploring boards.

This book is about boards and value creation. Accountability and creating accountability are key concepts in the discussion about the board and value creation. Accountability is concerned with value creation, and creating accountability is concerned with bridging the gap between board task expectations and performance. The focus in this book is on how boards of directors can contribute to value creation.

Regularly these days, almost on a daily basis, we read in the press about boards and governance issues. Generally we read about malgovernance, cases in which boards are not doing what they are supposed to do. Institutional investors have increasingly turned their attention to corporate governance and boards of directors and their work, and during the 1990s many countries saw a mushrooming of codes of best corporate governance practice.