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Boards That Deliver: Advancing Corporate Governance From Compliance to Competitive Advantage

Book Description

Finally, a book that brings the vision of truly good governance down to earth. Ram Charan, expert in corporate governance and best-selling author, packs this book with useful tools and techniques to take boards and their companies to a higher level of performance. Charan puts his finger on a growing problem for boards: the disconnect between directors' efforts and their results. The added time and attention boards invest is not translating into better governance that is, governance that adds value to the business.

Boards That Deliver gets beyond the rhetoric of corporate governance reform. It captures the tried-and-true practices used by high-performance boards. In contrast to experts who base prescriptions on number-crunching exercises, Charan identifies the real problems that drain directors' time and suppress their best judgments and explains clearly and succinctly how boards can solve those problems. These battle-tested solutions help boards achieve what rules and regulations alone cannot to get succession right, refine a winning strategy, and design a rational CEO compensation package.

Good governance requires leadership. Boards That Deliver is the no-nonsense guide for directors and CEOs who are rising to the leadership challenge to make their boards a competitive advantage.

Table of Contents

  1. Other Books by Ram Charan
  2. Title Page
  3. Copyright Page
  4. Introduction
    1. The Road Map
    2. Looking Ahead
  5. Part One - Boards in Transition
    1. Chapter One - The Three Phases of a Board’s Evolution
      1. The Real Risk of Value Destruction
      2. The Evolution of Boards
    2. Chapter Two - What Makes a Board Progressive
      1. The Basic Building Blocks
      2. Contributions That Count
      3. Beware of Mechanics
  6. Part Two - The Three Building Blocks of Progressive Boards
    1. Chapter Three - Group Dynamics
      1. The Rules of Engagement
      2. Board Leadership
      3. Executive Sessions
      4. Board Evaluation
      5. Managing the Unwanted Director
    2. Chapter Four - Information Architecture
      1. Designing the Information Architecture
      2. Channel 1—Board Briefing
      3. Channel 2—Management Letter
      4. Channel 3—Employee Surveys
      5. Channel 4—Director Outreach
      6. Channel 5—Reports from Committees
    3. Chapter Five - Focus on Substantive Issues
      1. The Ten Questions Every Director Should Ask
      2. The Twelve-Month Agenda
  7. Part Three - Contributions That Count
    1. Chapter Six - The Right CEO and Succession
      1. Defining the Selection Criteria
      2. The Inside Track
      3. Assessing Candidates
      4. Supporting the New CEO
      5. Feedback and Reviews
      6. The Faltering CEO
    2. Chapter Seven - CEO Compensation
      1. Defining a Compensation Philosophy
      2. Multiple Objectives
      3. Matching Objectives with Cash and Equity
      4. The Total Compensation Framework
      5. Evaluating Performance
      6. Severance Pay
      7. Using HR and Compensation Consultants
    3. Chapter Eight - The Right Strategy
      1. What Strategy Is—and Isn’t
      2. Strategy Immersion Sessions
      3. Strategy Blueprint
      4. Strategy Monitor
    4. Chapter Nine - The Leadership Gene Pool
      1. Keeping the Leadership Gene Pool Relevant
      2. An Overview of the Leadership Gene Pool
      3. Sampling the Leadership Gene Pool
    5. Chapter Ten - Monitoring Health, Performance, and Risk
      1. Monitoring Financial Health
      2. Monitoring Operating Performance
      3. Monitoring Risk
  8. Part Four - Maintaining Momentum
    1. Chapter Eleven - Board Operations
      1. Board Composition
      2. Separating the CEO and Chair Positions
      3. Committees
      4. Continuing Education
      5. Meeting Logistics
    2. Chapter Twelve - Working with Investors
      1. Sources the Board Should Listen To
      2. Legitimate Concerns
      3. Beware of Self-Interest
  9. Conclusion
  10. Appendix A: Sample Strategy Blueprint
  11. Appendix B: The Research Agenda
  12. Acknowledgments
  13. About the Author
  14. Index