Description
Book SynopsisPraise for Building Better Boards Building Better Boards bridges the gap between talk and action. A must-read for board members, CEOs, governance experts - really for anyone who cares about the future of the corporation.
Anne M. Mulcahy, chairman and CEO, Xerox Corporation
Building Better Boards covers all the key issues facing boards in the post-Sarbanes-Oxley era. It provides practical advice based on the authors'' wide-ranging experience with major companies that have built successful boards.
Marty Lipton, Wachtell, Lipton, Rosen & Katz
This important new book uses concepts gleaned from the collective wisdom of our Blue Ribbon Commission on Board Leadership and adds practical, real-world board examples. The section on crisis management is particularly helpful.
Roger W. Raber, president and CEO, National Association of Corporate Directors
This book provides a comprehensive review and effective guide to making any board an effective te
Table of Contents
Foreword vii
Jay W. Lorsch
Preface ix
Part One: Board Leadership and Dynamics
1 A Blueprint for Building Better Boards 3
2 Board Composition 27
3 Director Performance 46
4 Board Leadership: Structures and Roles 67
5 Board Work Processes 84
6 The Role of Leaders in Shaping Board Culture 104
Part Two: Critical Areas of Work
7 Engaging the Board in Corporate Strategy 129
8 CEO Performance Evaluation 149
9 The Board’s New Roles in CEO Succession 172
10 The Board’s Role in Corporate Crises 192
11 Board Assessment 212
Part Three: Emerging Issues Outside the United States
12 Special Issues in Corporate Governance in Canada 233
13 U.K. Corporate Governance 254
Conclusion: Recommendations for Building Better Boards 273
Appendix: 2004 NACD Blue Ribbon Commission on Board Leadership 279
Notes 283
References 288
Acknowledgments 293
The Authors 295
Index 300
