The Director's Manual

Preface

Each corporate board has its own unique culture, created by the mix of directors, the personality and style of the CEO, and the culture of the company. Boards operate within this context to fulfill their fiduciary duties to shareholders while at the same time satisfying growing regulatory reporting requirements and regulations. It's a balancing act that is difficult at best.

The Director's Manual provides a proven, flexible framework to help boards of directors meet these challenging requirements while allowing each board to do so in the context of its own unique culture and business demands. The framework offered in this book provides guidance that is well suited for both established and new boards as they convene members and establish themselves within an organization.

Help is provided with regard to all aspects of board governance, including the role of the board, board schedules, dealing with a disruptive director, member selection, advice on management of group dynamics, and the creation of high-performing boards. Further guidance is contained in a comprehensive set of board and director assessments and a proprietary assessment (Board Culture Profile) that measures the most important determinant of board performance: group culture.¹

Why We Wrote this Book

The impetus for writing the book was rooted in both our interest in, and our experience with, board governance, and the increasing scrutiny of shareholders and shareholder activists in board structure and performance. ...