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

The Editors

David A. Nadler is chairman of Mercer Delta Consulting. He is the author or editor of fourteen books, including Champions of Change, Discontinuous Change, Executive Teams, Competing by Design, and Organizational Architecture.

Beverly A. Behan is a partner in the corporate governance practice of Mercer Delta Consulting. She has worked with more than fifty boards in the United States and Canada.

Mark B. Nadler is a partner in and the executive editor of Mercer Delta Consulting, overseeing the firm's publications and consulting to senior executives on communication issues.

"A Must Read"
Anne M. Mulcahy, Chairman and CEO, Xerox Corporation

BUILDING BETTER BOARDS

We're nearing the end of an era. The age of the imperial CEO and the ornamental board of directors is waning, but what comes next isn't clear. Every board of directors is approaching a fork in the road, forging new working relationships at the top of the corporation. The path each company takes will have huge implications for its shareholders, employees, and corporate leaders.

Building Better Boards is a practical and provocative blueprint for helping CEOs and boards create real value by striking the right balance between contention and collaboration. It's an approach to corporate governance that goes far beyond minimum compliance with legal requirements; this is about enabling the board, for the first time, to perform as a team in a way that significantly improves the quality of management's decisions without interfering with management's prerogatives.

In an engaging style, Building Better Boards provides a unique glimpse at the complex interplay of egos, interests, and interpersonal dynamics that dictates how boards and CEOs operate. Based on Mercer Delta Consulting's unparalleled experience in working with top corporate leaders, supplemented by rigorous research conducted with the University of Southern California's Marshall School of Business and with the National Association of Corporate Directors, the book is a unique and invaluable resource for all those involved with and concerned about the future of corporate governance.