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Boardroom Excellence: A Common Sense Perspective on Corporate Governance

ISBN: 978-0-7879-7641-5
176 pages
September 2004, Jossey-Bass
Boardroom Excellence: A Common Sense Perspective on Corporate Governance (0787976415) cover image


In Boardroom Excellence, author Paul Brountas, a corporate attorney with more than forty years experience, discusses the qualities and components of effective boards in today’s post-Enron environment. Written in a concise format, the book is filled with informative practical advice for board members of private, public, and nonprofit organizations. Boardroom Excellence contains an informed discussion of fundamental corporate governance issues, including the duties and responsibilities of directors and the proper interaction of the board with the CEO and management. Brountas reveals how board members can be most effective when they are independent, possess integrity, are well-informed and involved, and are proactive. Boardroom Excellence offers timely information about 
  •  Establishing the values and qualities that board members should possess
  • Developing an environment in the boardroom where skepticism and serious discussion are encouraged
  • Understanding what the CEO expects of the board and what the board expects of the CEO
  • Creating effective independent audit, compensation, nominating, and governance committees
  • Formulating guidelines for periodic evaluation of the performance of the board and individual board members
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Table of Contents

Foreword by Senator Paul S. Sarbanes xi

Note on This Book by Jeffrey Rudman xv

Introduction 1

Chapter 1 How Did It Happen—Or Was It Always This Bad? 6
My bleak historical portrayal of corporate America is not intended as a blanket condemnation of all publicly traded U.S. corporations.

Chapter 2 Duty of Care and Duty of Loyalty 25
It is the right, and obligation, of every director to be informed and to act deliberately, with the diligence and competence of a reasonably prudent person in a similar situation under similar circumstances.

Chapter 3 Role of the Board of Directors 33
Excellent companies stay excellent by regularly challenging themselves.

Chapter 4 What Values and Qualities Should Directors Possess? 49
The board has no room for insouciant directors who are not committed or who believe they can serve by being passive observers.

Chapter 5 Role of the CEO 61
The CEO should seek to create a board meeting environment that encourages skepticism and serious discussion and enables board members to disagree constructively.

Chapter 6 Board and Committee Meetings 71
Avoid information overload and mind-numbing presentations.

Chapter 7 Committees of the Board 85
Excessive CEO compensation is the "mad cow disease" of American boardrooms.

Chapter 8 Guidelines, Ethical Codes, and Legal Compliance 103
What is needed is a proactive CEO whose message resonates throughout the corporation and instills all employees with the resolve to help create a corporate culture that nourishes integrity and ethical behavior, penetrating all aspects of the corporation’s business and governance.

Chapter 9 Revolt of the Stockholders 111
The 2003 and 2004 proxy seasons will be remembered as the time when stockholder activists took steps to change the way their corporations are governed, their directors are nominated, and their executives are compensated.

Chapter 10 Evaluation of Board Performance 127
Self-assessment of directors’ performance is receiving increasingly wide acceptance as board members realize that they are in the best position to evaluate their board performance.

Chapter 11 Effect of Sarbanes-Oxley on Private Corporations 135
Good corporate governance is good for business, whether the business is large or small, public, private, or even nonprofit.

Chapter 12 Nonprofit Entities 139
Trustees and directors of nonprofits would be well advised to consider adoption of changes in their ethical guidelines and codes of conduct along the lines currently favored by profit-motivated corporations.

Chapter 13 Model Board of Directors 143
The model board’s membership includes individuals with diverse talents, experiences, personalities, instincts, and expertise that provide the composite skills that produce excellence in the boardroom.

About the Author 153

Index 155

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Author Information

Paul P. Brountas is senior counsel at Wilmer Cutler Pickering Hale and Dorr LLP, an international law firm with over 1,000 lawyers in 12 countries. He has focused on the representation of public and private corporations, start-up and emerging growth companies, venture capitalists, investors and underwriters in public and private financings, stockholders and investment bankers in mergers and acquisitions, and corporate directors both as counsel to corporate boards and as outside counsel to independent directors. Brountas is a frequent lecturer and has earned a reputation as one of the nation’s leading corporate lawyers. His clients have looked to him not only for legal advice but also for his judgment as a business counselor and problem solver. Brountas has served as chairman of the board and board member of several nonprofit and community organizations.
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“Paul Brountas’s book on corporate governance is an outstanding and welcome achievement.  For those who serve as directors and those who aspire to become directors, his book provides an insightful, easy-to-read, commonsense guide to creating and maintaining excellence in America’s boardrooms.”--Raymond S. Troubh, recipient of the National Association of Corporate Directors 2003 Director of the Year Award

Boardroom Excellence is a must-read for corporate management and directors, particularly in today’s business climate.  It is well written, well organized, and specifically instructional.  The quality of the observations and authority of the author add importance to its value.” --William Elfers, founder, Greylock Partners

“Frankly I shudder when I see an article or book with the term ‘governance’ anywhere in the title or subtitle.  I think that Paul Brountas has achieved three rarities: Wisdom--there is a style that condemns nobody, but which politely suggests situations in which one might pay attention; Literacy--short sentences, brief paragraphs, and well-defined separate chapters; But above all else--charm.  This is not pompous, it is not preachy, it is not from ‘on high.’ ”--Robert A.G. Monks, founder of Hermes Lens Investments and Institutional Shareholder Services; cofounder of The Corporate Library

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