book

The Director's Manual

February 2016

Beginner

208 pages

4h 2m

English

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Peter C. BrowningWilliam L. Sparks
Why We Wrote this Book
How and Why Boards Have ChangedWhy These Events are ImportantA Barometer for CEO Compensation2002—A Board Governance Tipping PointImpact of the 2008 Financial MeltdownChapter SummaryWhat's Next?
Is a Robust Succession Plan in Place?Determining the Right StrategyChapter SummaryWhat's Next?
Public Outcry for ActionChanges in Nyse Listing RequirementsThe Debate Over the Separation of RolesNonexecutive Chairman, Lead Director, or Presiding DirectorThe Challenge of Board LeadershipChapter SummaryWhat's Next?
Examples Illustrating Schein's Model of Culture and Board DynamicsThe Three Elements of Board CultureThe Leadership and Board Performance CycleTransforming Board CultureChapter SummaryWhat's Next?
Why Working in Groups Is DifficultGroupthink: Managing Conflict in the BoardroomUnderstanding and Avoiding GroupthinkGetting Past the Abilene ParadoxChapter SummaryWhat's Next?

Board SizeMeeting Requirements and PreparationEffective Meetings and ServiceChapter SummaryWhat's Next?
The Evolution of Board AssessmentsCustomizing the Assessment ProcessFinding Your Own Best PracticeChapter SummaryWhat's Next?
Disruptive Members a Common IssueThe Ying and Yang of ConflictAn Effective DissenterFive Types of Disruptive DirectorsDealing with Disruptive DirectorsHow Assessments HelpChapter SummaryWhat's Next?
Why a Board Needs to Plan for SuccessionDemographics and Board Service RealitiesEnron, the 2008 Financial Collapse, and Dodd-FrankBuilding a Board Succession PlanEducating, Onboarding a New MemberChapter SummaryWhat's Next?
Ongoing Scrutiny of Executive CompensationContinuing Demands for More Proxy InformationMore Shareholder and Investor ActivismGreater Demands for Proxy AccessSharper Focus on Risk ManagementEver-Increasing Scrutiny of Board CompositionThe Way ForwardChapter SummaryWhat's Next?

Appendix GNonexecutive Chairman Assessment

Please rank answers to questions from 1—Strongly Disagree to 5—Strongly Agree

Strongly Disagree	Strongly Agree
1. Provides leadership to the board of directors.	1	2	3	4	5
2. Effectively organizes, sets the agenda for, and leads executive sessions of the independent directors.	1	2	3	4	5
3. Serves effectively as a liaison between the board and the CEO.	1	2	3	4	5
4. Consults with the CEO and secretary to set the agenda for board meetings.	1	2	3	4	5
5. Meets with the CEO between board meetings as appropriate in order to facilitate board meetings and discussions.	1	2	3	4	5
6. What advice would you give the chairman? ______________________________________________________ ______________________________________________________ ______________________________________________________ ______________________________________________________