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The Director's Manual

Book Description

Directors: Improve Board Performance

The Director's Manual: A Framework for Board Governance offers current and aspiring board members essential up-to-date governance guidance that blends rigorous research-based information with the wisdom found only through practical, direct experience. The book's flexible approach to solving governance issues reflects the authors' belief that no two boards and the cultural dynamics that drive them are the same. As such, the advice offered reflects recognizable leadership dynamics and real world, relevant organizational situations.

The book's two authors, Peter C. Browning, an experienced CEO and member of numerous boards and William L. Sparks, a respected organizational researcher, combine their individual experiences and talents to create a book that is both innovative and applicable to directors in any industry sector. Specific best practice guidance is designed to help board members and their directors understand the unique strengths and challenges of their own board while at the same time provide targeted information that drives needed improvements in board performance and efficiency. Specifically, this book will help board members:

  • Explore practical advice on key issues, including selection, meeting schedules, and director succession
  • Consider board performance from multiple perspectives, including cultural and group dynamics
  • Discover how to effectively manage classic problems that arise when making decisions as a group
  • Access a comprehensive set of assessment questions to test and reinforce your knowledge

The Director's Manual: A Framework for Board Governance offers practical advice to guide you as you lead your organization's board.

Table of Contents

  1. Cover
  2. Title Page
  3. Copyright
  4. Acknowledgments
    1. Peter C. Browning
    2. William L. Sparks
  5. Preface
    1. Why We Wrote this Book
  6. Chapter 1: The Changing World of Board Governance: How We Got Here
    1. How and Why Boards Have Changed
    2. Why These Events are Important
    3. A Barometer for CEO Compensation
    4. 2002—A Board Governance Tipping Point
    5. Impact of the 2008 Financial Meltdown
    6. Chapter Summary
    7. What's Next?
  7. Chapter 2: Role of the Board
    1. Is a Robust Succession Plan in Place?
    2. Determining the Right Strategy
    3. Chapter Summary
    4. What's Next?
  8. Chapter 3: Key Board Leadership Roles
    1. Public Outcry for Action
    2. Changes in Nyse Listing Requirements
    3. The Debate Over the Separation of Roles
    4. Nonexecutive Chairman, Lead Director, or Presiding Director
    5. The Challenge of Board Leadership
    6. Chapter Summary
    7. What's Next?
  9. Chapter 4: Board Culture
    1. Examples Illustrating Schein's Model of Culture and Board Dynamics
    2. The Three Elements of Board Culture
    3. The Leadership and Board Performance Cycle
    4. Transforming Board Culture
    5. Chapter Summary
    6. What's Next?
  10. Chapter 5: Group Dynamics and Board Decision Making
    1. Why Working in Groups Is Difficult
    2. Groupthink: Managing Conflict in the Boardroom
    3. Understanding and Avoiding Groupthink
    4. Getting Past the Abilene Paradox
    5. Chapter Summary
    6. What's Next?
  11. Chapter 6: Board Structure and Schedule
    1. Board Size
    2. Meeting Requirements and Preparation
    3. Effective Meetings and Service
    4. Chapter Summary
    5. What's Next?
  12. Chapter 7: Assessing Board Performance
    1. The Evolution of Board Assessments
    2. Customizing the Assessment Process
    3. Finding Your Own Best Practice
    4. Chapter Summary
    5. What's Next?
  13. Chapter 8: The Challenge of The Disruptive Director
    1. Disruptive Members a Common Issue
    2. The Ying and Yang of Conflict
    3. An Effective Dissenter
    4. Five Types of Disruptive Directors
    5. Dealing with Disruptive Directors
    6. How Assessments Help
    7. Chapter Summary
    8. What's Next?
  14. Chapter 9: The Other Succession Challenge: The Board of Directors
    1. Why a Board Needs to Plan for Succession
    2. Demographics and Board Service Realities
    3. Enron, the 2008 Financial Collapse, and Dodd-Frank
    4. Building a Board Succession Plan
    5. Educating, Onboarding a New Member
    6. Chapter Summary
    7. What's Next?
  15. Chapter 10: What's Next in the Boardroom?
    1. Ongoing Scrutiny of Executive Compensation
    2. Continuing Demands for More Proxy Information
    3. More Shareholder and Investor Activism
    4. Greater Demands for Proxy Access
    5. Sharper Focus on Risk Management
    6. Ever-Increasing Scrutiny of Board Composition
    7. The Way Forward
    8. Chapter Summary
    9. What's Next?
  16. Appendices: Board of Directors Assessment Forms
    1. Appendix A: Board of Directors Self-Assessment
    2. Appendix B: Audit Committee Assessment
    3. Appendix C: Compensation Committee Assessment
    4. Appendix D: Governance/Nominating Committee Assessment
    5. Appendix E: CEO Assessment
    6. Appendix F: Lead Director Assessment
    7. Appendix G: Nonexecutive Chairman Assessment
    8. Appendix H: Peer Assessment
  17. About the Authors
  18. Index
  19. End User License Agreement