Adapt or Fail! A 5x5 Governance Framework for Boards of Directors

Conventional approaches to board governance have been unable to keep pace with the momentum of change, as well as the uncertainty and asymmetric competition that characterizes the 21st century. Adapt or Fail! A 5x5 Governance Framework for Boards of Directors provides practical ways boards can lead and accelerate adaptation, even in the face of extreme uncertainty and inevitable adversity. It pulls back the curtain on governance successes and failures. It highlights the critical questions every board should ask and the lessons worth learning if organizations are to successfully adapt.

The book describes the five essential powers common to all boards and explores how to use them. Whether for profit or not, large or small, public or private, all boards must conduct the business of the board itself; set direction and policy; approve key decisions and then prudently delegate; oversee the execution of direction within policy; and verify before trusting.

Written by two governance experts who have lived and breathed these issues, the book shows how boards can embed a systematic and disciplined process of continuous adaptation by detecting signals (external/internal); interpreting those signals; responding through experimentation and innovation; judging the effectiveness of the response; and then adapting as necessary. This is an indispensable resource for board members and trustees in both for-profit and non-profit organizations.

Frederick (Rick) Funston, in 2001, created the concept of risk intelligence for both value creation and value protection. He is a frequent public speaker and is the principal author of Surviving and Thriving in Uncertainty: Creating the Risk Intelligent Enterprise, published by John Wiley & Sons in April 2010. This book was specifically targeted to the governance and risk oversight needs of boards and executives in both the public and private sectors. He was also the editor and a primary contributor to One of a Kind! A Practical Guide for 21st Century Public Pension Trustees (2017). Rick left Deloitte & Touche LLP in May 2010 and formed Funston Advisory Services LLC. Prior to his departure, he was the National Practice leader for Deloitte’s Governance and Risk Oversight Services. In that capacity, he served many of Deloitte’s largest domestic and global clients and was responsible for the thought leadership that has underpinned Deloitte’s globally pre-eminent position in governance and risk intelligence.
He has over 45 years of experience in both the not-for-profit and for-profit sectors. Before joining Deloitte, Rick was the CEO of Continuous Improvement Services Inc. He began his career in the public sector consulting on strategy and operations, organization and leadership development, performance management, program evaluation and survey research. Rick served on the Board of Visitors for the Oakland University School of Business Administration from 2009 to 2011 and was an Adjunct Professor for the executive MBA program. He also served as special advisor to the Risk Institute of the Max Fisher School of Business at the Ohio State University.

Jon Lukomnik, long-time institutional investor, has been called one of the pioneers of modern corporate governance by Forbes. The managing partner of Sinclair Capital LLC, a strategic consultancy to institutional investors, Jon has been the investment advisor or a trustee for more than $100 billion and has consulted to institutional investors with aggregate assets of more than $1 trillion dollars as well as public and private corporations. A Brandmeyer Fellow for Sustainable Investing and adjunct Professor of International and Public Affairs at Columbia University, Jon also is a trustee for the Van Eck mutual funds where he chairs the audit committee, and Senior Fellow at the High Meadows Institute. He serves on the Board of The Shareholder Commons and the Advisory Board of The Investment Integration Project. He previously was a member of the Deloitte Audit Quality Advisory Committee and the Standards and Emerging Issues Advisory Group of the Public Company Accounting Oversight Board. Jon co-founded the International Corporate Governance Network (ICGN) and GovernanceMetrics International (now part of MSCI). He served for more than a decade as the executive director of the IRRC Institute and is a former Pembroke Visiting Professor of International Finance at the Judge Business School at Cambridge. Jon has been honored three times by the National Association of Corporate Directors. Other honors include a lifetime achievement award from the ICGN, and awards from the Council of Institutional Investors, Ethisphere, Transparency Task Force, and Global Proxy Watch, among others.