Building Better Boards

Praise 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 team, and thus an asset, for their company." —Richard H. Koppes of Counsel, Jones Day, and former general counsel, CalPERS "A balanced, insightful, thoughtful, and, above all, useful look at what can be done to create excellent boards." —Edward E. Lawler III, director, Center for Effective Organizations, Marshall School of Business, University of Southern California "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." —Kenneth W. Freeman, former chairman and CEO, Quest Diagnostics Inc.

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