Building Better Boards

Praise for Building Better Boards "e;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."e; Anne M. Mulcahy, chairman and CEO, Xerox Corporation "e;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."e; Marty Lipton, Wachtell, Lipton, Rosen & Katz "e;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."e; Roger W. Raber, president and CEO, National Association of Corporate Directors "e;This book provides a comprehensive review and effective guide to making any board an effective team, and thus an asset, for their company."e; Richard H. Koppes of Counsel, Jones Day, and former general counsel, CalPERS "e;A balanced, insightful, thoughtful, and, above all, useful look at what can be done to create excellent boards."e; Edward E. Lawler III, director, Center for Effective Organizations, Marshall School of Business, University of Southern California "e;Improving board effectiveness is easier said than done. Building Better Boards lays out the how-tos in a clear and compelling way that is of practical value for directors and CEOs alike."e; Kenneth W. Freeman, former chairman and CEO, Quest Diagnostics Inc.

Praise for Building Better Boards"Building Better Boards bridges the gap between talk and action.A must-read for board members, CEOs, governance experts - reallyfor 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 boardsin the post-Sarbanes-Oxley era. It provides practical advice basedon the authors' wide-ranging experience with major companies thathave built successful boards."Marty Lipton, Wachtell, Lipton, Rosen & Katz"This important new book uses concepts gleaned from thecollective wisdom of our Blue Ribbon Commission on Board Leadershipand adds practical, real-world board examples. The section oncrisis management is particularly helpful."Roger W. Raber, president and CEO, National Association ofCorporate Directors"This book provides a comprehensive review and effective guideto making any board an effective team, and thus an asset, for theircompany."Richard H. Koppes of Counsel, Jones Day, and former generalcounsel, CalPERS"A balanced, insightful, thoughtful, and, above all, useful lookat what can be done to create excellent boards."Edward E. Lawler III, director, Center for EffectiveOrganizations, Marshall School of Business, University of SouthernCalifornia"Improving board effectiveness is easier said than done.Building Better Boards lays out the how-tos in a clear andcompelling way that is of practical value for directors and CEOsalike."Kenneth W. Freeman, former chairman and CEO, QuestDiagnostics Inc.

Foreword viiJay W. LorschPreface ixPart One: Board Leadership and Dynamics1 A Blueprint for Building Better Boards 32 Board Composition 273 Director Performance 464 Board Leadership: Structures and Roles 675 Board Work Processes 846 The Role of Leaders in Shaping Board Culture 104Part Two: Critical Areas of Work7 Engaging the Board in Corporate Strategy 1298 CEO Performance Evaluation 1499 The Board's New Roles in CEO Succession 17210 The Board's Role in Corporate Crises 19211 Board Assessment 212Part Three: Emerging Issues Outside the United States12 Special Issues in Corporate Governance in Canada 23313 U.K. Corporate Governance 254Conclusion: Recommendations for Building Better Boards 273Appendix: 2004 NACD Blue Ribbon Commission on Board Leadership 279Notes 283References 288Acknowledgments 293The Authors 295Index 300