0.2 Preface

Over my career, I have been involved in six different kinds of academic and professional work. Before earning my Ph.D., I worked in public accounting for Deloitte. Since earning my Ph.D., I have been a professor teaching, researching and providing academic service at three major U.S. universities—University of Illinois, Stanford and Brigham Young University. Although an academic, I have simultaneously been very involved in four different kinds of professional pursuits. As a young professor, I provided in-house fraud, internal control, accounting and business training to over a hundred major corporations, government agencies and other organizations. That in-house training quickly morphed into providing various kinds of fraud-related and business consulting for those and other corporations. While still providing consulting, I began serving as an expert witness in large financial statement and other fraud cases. Over a period of 25 years, I was an expert witness in 36 of some of the largest fraud cases in the U.S.

While busy and having a great time as an academic, expert witness and consultant, my professional life changed dramatically in 2003. In 2002, Congress passed the Sarbanes-Oxley Act requiring every company's audit committee to have a financial expert. Because I had been involved in assessing and evaluating so many sets of fraudulent financial statements, within a few months I was invited to join more than 10 public company boards of directors. I chose three and then accepted service on three more private boards. Over time, one public company whose board I served on spun out a subsidiary as a stand-alone public company and I was asked to join that public company board as well.

I have loved serving on corporate boards of directors. To me, serving on a board of directors is similar to being in a very engaging MBA class with really smart colleagues. The major difference, of course, is that in the classroom we talk in theory and as a board of directors, we actually spend money, buy assets, hire CEOs, pursue strategies, evaluate the competition, and oversee the issuance of financial reports.

In 2009 my wife and I were unexpectedly asked by our church to serve a mission in Japan, supervising the volunteer work of 500 young missionaries. As a result I resigned from each board I was serving on, although, with special permission, I ended up continuing on the parent and subsidiary board while in Japan because I was the only board member common to both companies. When I returned from Japan in 2012, I was asked to rejoin the other public company boards I had served on prior to my mission. I jumped at the chance. I have also joined another private company board as well.

Because of the emphasis on corporate governance, the proliferation of activist investors, the influence of proxy advisory firms and my experience serving on boards, I was asked to develop a corporate governance course that focused on the work of boards of directors for MBA students in the Marriott School of Management where I teach. While there are many corporate governance classes being taught in top MBA programs and a few corporate governance- and board-related books, I couldn't find a textbook or any book that worked for my class. After trying two different books, I decided to write my own. This book, which you will be studying from, is based on my research, the work of many other people who I reference and my own experience serving on boards of directors. I love teaching this class at BYU. The first time I taught it, 13 students enrolled. The second time, I had 30 students. The third time there were 50 in the class. I now teach the class every semester. Students love studying about corporate governance, boards of directors and the strategic issues that members of boards of directors deal with.

I am very grateful to the students in my corporate governance classes who have helped me frame this book. They have labored hard to make this book better than I could have made it alone. I am also grateful to Denny Beresford, former chair of the FASB, NACD Board member, partner with EY and board member at several corporations who spent hours reviewing the book and making helpful suggestions. I am grateful to my wife, LeAnn, who thought I was going to retire, only to learn that I have a new passion and am working harder than ever. Of all the professional and academic activities I have been involved in, none has been as satisfying and rewarding as serving on corporate boards of directors. With this book, I hope I can share that passion with others.

W. Steve Albrecht, Ph.D., CPA, CFE, CIA

Gunnel Distinguished Professor, Marriott School of Management and Wheatley Fellow at Brigham Young University

Public Company Boards of Directors and Committees I have served on

  • Cypress Semiconductor Corporation (Audit & Nominating/Governance Committees)

  • Red Hat, Inc. (Audit, Compensation and Nominating/Governance Committees)

  • SkyWest Airlines (Audit, Nominating/Governance and Safety Committees)

  • SunPower Corporation (Audit, Compensation and Nominating Governance Committees)

Private Company Boards of Directors and Committees I have served on

  • ICON Health & Fitness (Audit Committee)

  • Sallie Mae Industrial Bank (Audit Committee)

  • Bonneville International (Audit and Long-Range Planning Committees)

  • Deseret Mutual Benefit Administrators (Audit and Compensation Committees)

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