The New Boardroom Leaders

How Today's Corporate Boards Are Taking Charge

Ralph D. Ward

• Publisher: Praeger
• Year: 2008
• Print ISBN: 9780313353000
• eBook ISBN: 9780313353017
• Edition: 1
• Topic: Business
• Subtopic: Leadership
• Index: Business

For generations, the cozy, standard model of boardroom leadership was simple: The CEO was also Chairman of the Board, and directors rubberstamped his initiatives. The 2002 Sarbanes-Oxley Act forced radical change on all U.S. public corporations: The board must now hold sessions without management, key committees have tough new independence rules, and all board members now face an unavoidable legal responsibility to provide truly independent oversight of the corporation. Missteps can put companies and individual directors in serious legal danger. The result is an urgent demand that corporate boards develop their own confident, independent leaders from within. But how? That's something that governance expert Ralph Ward, in The New Boardroom Leaders, explains in detail. Until now, no one has tracked and compiled answers to new, basic governance questions. What should a lead director's job description include? Why is a separate chair not necessarily an independent chair? How do you shape an agenda for meetings of independent directors? How do CEOs and the new board leaders divide their roles? How much power should a separate board leader really have? This book answers these questions and more. Companies are scrambling to create new procedures and roles. But there are few job descriptions for these new boardroom leaders—something this book provides, as well as a wealth of insights and tips. The New Boardroom Leaders offers the first inside look at how board leaders actually do their jobs, based on extensive interviews and research. The emphasis will be on practical advice from real board leaders on what worked in their boardrooms, what didn't, and what they expect in the future. It will become a longtime, worthy guide for board members in the new world brought on by Sarbanes-Oxley and the quest for ever-better, and strictly ethical, corporate performance.

Table of contents

• Contents
• Preface
• 1. A Bit of History: The Board Leaders Who Didn’t
• 2. Courts, Regulators, and Shareholders Ask: “Who’s in Charge Here?”
• 3. How SOX Put the Board in Charge
• 4. Demanding New Disclosures from the Board
• 5. Inventing the Independent Board Leader
• 6. Three Models and Three Philosophies of Leadership
• 7. A Leader’s Role: When Independent Directors Meet Behind Closed Doors
• 8. A Leader’s Role: Evaluation of the Board and Its Governance
• 9. A Leader’s Role: Shaping Logistics the Board Actually Needs
• 10. A Leader’s Role: Liaison with the Board and CEO
• 11. A Leader’s Role: Conducting Board Meetings
• 12. A Leader’s Role: Board and Director Education
• 13. A Boardroom Reality Check
• 14. The Independent Board Chair: In Search of Role Models
• 15. The Independent Board Chair: Less Than Meets the Eye
• 16. The Independent Board Chair: Taking the Lead
• 17. The Combined CEO/Chairman: Coping with New Realities
• 18. Lead/Presiding Directors: Giving the Board Its Own Voice
• 19. Leading the Board’s Committees: Where the Action Is
• 20. Governance/Nominating Committees: Teaching the Board to Govern
• 21. Audit Committees: Swearing by the Numbers
• 22. Compensation Committees: Managing the CEO’s Paydays
• 23. Board Leadership Pitfalls, or How Hewlett-Packard Fixed Its Leaks
• 24. Boardroom Leadership’s Unanswered Questions
• 25. Tomorrow’s Board Leaders
• Index