Saving the Corporate Board

Corporate governance disasters…

…have struck again and again, from Enron, to WorldCom, to Tyco, to Global Crossing. How do we fight back? First, we accept that the board of directors is a fundamentally flawed tool for fiduciary oversight of the modern corporation. Then, we dig into the real reasons for governance failures, which are complex and misunderstood. Finally, we provide the tools needed to build on the board’s genuine strengths, which make it well worth preserving, restoring, and rejuvenating.

In Saving the Corporate Board: Why Boards Fail and How to Fix Them, seasoned board observer Ralph Ward diagnoses ten chronic board failures and offers proven solutions on how to fix them. Ward examines the auditing, financial disclosure, and executive pay failures that have garnered the most media attention, but digs deeper to analyze basic issues of communication, organization, and execution, revealing why so many boards fail to live up to their promise as corporate stewards. This no-holds-barred indictment and road map to resolution is a must-read for all executives interested in restoring and maintaining solid corporate governance.

• Reason #10: The Data Disaster: Boards Receive Too Little, Too Much (or Just Plain Bad) Information.
• Reason #9: The Boardroom Leadership Gap: The Board Oversees (at the Same Time It Is Led by) the CEO.
• Reason #8: The Boardroom Amateurs Syndrome: Inadequate Time, Resources, and Expertise for the Job.
• Reason #7: Financials, Frauds, and Fumbles: Why "Audit Committee" Is an Oxymoron.
• Reason #6: So What Exactly Is the Board Supposed to Do?: Competing (If Not Conflicting) Governance Agendas.
• Reason #5: The Howard Hughes Syndrome: Directors Are Cut off from Staff, Shareholders, and Major Decisions.
• Reason #4: "Does Anyone Know Why We're Here?": Poor Board Meetings and Logistics.
• Reason #3: We Don't Talk about That: Boards Do a Lousy Job of Handling Their Personal Issues.
• Reason #2: The Exploding Job Description: We Have No Idea How to Evaluate, Motivate, or Pay Directors.
• Reason #1: The Elephant in the Boardroom: Boards Don't Handle Bad News Well.
• Conclusion

A very good book on the problems with corporate Boards, even though it is a bit American in outlook.

If you want to make your BoD work better, this is required reading, regardless if you're a CEO or a board member.