Includes bibliographical references (pages 169-177) and index.

Acknowledgments ix Peter C. Browning ix William L. Sparks x Preface xi Why We Wrote This Book xi Chapter 1 The Changing World of Board Governance: How We Got Here 1 What s in This Chapter? 1 How and Why Boards Have Changed 2 Why These Events Are Important 3 A Barometer for CEO Compensation 5 2002 A Board Governance Tipping Point 9 Impact of the 2008 Financial Meltdown 14 Chapter Summary 17 What s Next? 18 Chapter 2 Role of the Board 19 What s in This Chapter? 19 Home Depot s Leadership Question 20 Two Key Guiding Principles 22 Why Boards Exist 23 Three Critical Questions That Boards Ask 24 Is the Right CEO Running the Company? 25 Is a Robust Succession Plan in Place? 29 Determining the Right Strategy 30 Chapter Summary 31 What s Next? 32 Chapter 3 Key Board Leadership Roles 33 What s in This Chapter? 33 Public Outcry for Action 35 Changes in NYSE Listing Requirements 36 The Debate over the Separation of Roles 37 Nonexecutive Chairman, Lead Director, or Presiding Director 40 The Challenge of Board Leadership 42 Chapter Summary 45 What s Next? 45 Chapter 4 Board Culture 47 What s in This Chapter? 47 Understanding Board Culture 48 Examples Illustrating Schein s Model of Culture and Board Dynamics 50 The Three Elements of Board Culture 51 The Leadership and Board Performance Cycle 58 Transforming Board Culture 63 Chapter Summary 66 What s Next? 67 Chapter 5 Group Dynamics and Board Decision Making 68 What s in This Chapter? 68 Why Working in Groups Is Difficult 69 Groupthink: Managing Conflict in the Boardroom 72 Understanding and Avoiding Groupthink 74 Getting Past The Abilene Paradox 76 Chapter Summary 81 What s Next? 81 Chapter 6 Board Structure and Schedule 82 What s in This Chapter? 82 Board Size 83 Meeting Requirements and Preparation 84 Effective Meetings and Service 90 Chapter Summary 91 What s Next? 92 Chapter 7 Assessing Board Performance 93 What s in This Chapter? 93 The Evolution of Board Assessments 94 Customizing the Assessment Process 96 Finding Your Own Best Practice 98 Chapter Summary 101 What s Next? 101 Chapter 8 The Challenge of the Disruptive Director 103 What s in This Chapter? 103 Disruptive Members a Common Issue 104 The Ying and Yang of Conflict 105 An Effective Dissenter 106 Five Types of Disruptive Directors 107 Dealing with Disruptive Directors 109 How Assessments Help 110 Chapter Summary 111 What s Next? 112 Chapter 9 The Other Succession Challenge: The Board of Directors 113 What s in This Chapter? 113 Why a Board Needs to Plan for Succession 114 Demographics and Board Service Realities 115 Enron, the 2008 Financial Collapse, and Dodd-Frank 115 Building a Board Succession Plan 117 Educating, Onboarding a New Member 123 Chapter Summary 124 What s Next? 124 Chapter 10 What s Next in the Boardroom? 125 What s in This Chapter? 125 Ongoing Scrutiny of Executive Compensation 127 Continuing Demands for More Proxy Information 129 More Shareholder and Investor Activism 130 Greater Demands for Proxy Access 132 Sharper Focus on Risk Management 133 Ever-Increasing Scrutiny of Board Composition 134 The Way Forward 134 Chapter Summary 135 What s Next? 136 Appendices Board of Directors Assessment Forms 137 Appendix A Board of Directors Self-Assessment 138 Appendix B Audit Committee Assessment 152 Appendix C Compensation Committee Assessment 154 Appendix D Governance/Nominating Committee Assessment 156 Appendix E CEO Assessment 158 Appendix F Lead Director Assessment 163 Appendix G Nonexecutive Chairman Assessment 165 Appendix H Peer Assessment 167 Notes 169 About the Authors 179 Index 183

"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"--

Business.

Sumaiya Kainat Bintey Kohinoor