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Boardroom Realities: Building Leaders Across Your Board



Boardroom Realities: Building Leaders Across Your Board

Jay A. Conger (Editor)

ISBN: 978-0-470-39178-5 March 2009 Jossey-Bass 544 Pages

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Praise for Boardroom Realities

"Authored by a 'who's who' roster of governance experts, Boardroom Realities covers the latest trends in board leadership and performance as well as talent management for the board and the C-suite—all critical topics for any director serious about board service today."
—Kenneth Daly, president and CEO, National Association of Corporate Directors

"If leadership and effectiveness in the boardroom were important in a more benign environment, they're absolutely vital in today's tumultuous times. Boardroom Realities provides a modern and detailed road map to help steer chairmen, CEOs, and boards through these uncharted governance waters."
—Peter Weinberg, partner, Perella Weinberg Partners

"Jay Conger's Boardroom Realities offers a unique perspective on governance through leadership, rather than compliance, and should compel all directors to revisit the focus of board deliberations, especially at this time of unprecedented economic and financial turmoil."
—Alison A. Winter, cofounder, WomenCorporateDirectors, and a corporate director for Nordstrom, Inc.

"Boardroom Realities is a very comprehensive compilation of useful insights on key issues that boards must deal with every day. It's an excellent resource for board members as well as members of management who must work together to ensure good governance on behalf of shareholders."
—Ronald D. Sugar, chairman of the board and CEO, Northrop Grumman Corporation

"Jay Conger has collected critical insights and the latest thinking on board leadership from many of today's foremost governance thinkers. Boardroom Realities is a must for your board and for any comprehensive corporate governance library."
—Ralph D. Ward, publisher, Boardroom INSIDER, and author, The New Boardroom Leaders

About the Authors xiii

Introduction: Leveraging Your Board’s Leadership Capability 1
Jay A. Conger

Part One: Leadership in Your Boardroom

1. Leadership: The Key to Effective Boards 25
Jay W. Lorsch

2. Why Your Board Needs a Non-Executive Chair 51
Jay A. Conger and Edward E. Lawler III

3. The Joint CEO/Chairperson Leadership Issue in Sharp Relief 69
Dan R. Dalton and Catherine M. Dalton

4. First Among Equals: Leading Your Fellow Directors as a Board Chair 85
Katharina Pick

Part Two: Talent Management Practices for Your Board

5. Appraising Your Board’s Performance 123
Jay A. Conger and Edward E. Lawler III

6. Getting the Right Directors on Your Board 145
Richard Leblanc

7. Women Directors in the Boardroom: Adding Value, Making a Difference 197
Sarah Smith Orr

8. Your Board’s Crucial Role in Aligning CEO Pay and Performance 227
Roger W. Raber

Part Three: CEO Succession: The Challenges and Opportunities Facing Your Board

9. Managing the CEO’s Succession: The Challenge Facing Your Board 253
Joseph L. Bower

10. Beyond Best Practices: Revisiting the Board’s Role in CEO Succession 277
Mark B. Nadler

11. Ending the CEO Succession Crisis 313
Ram Charan

Part Four: Improving Your Board’s Performance and Impact

12. How Your Board Can Leverage Team Practices for Better Performance 337
Elise Walton

13. What Your Board Needs to Know: Early Warning Signs That Provide Insight to What Is Really Going On in Companies 365
Sydney Finkelstein

14. Globalizing the Company Board: Lessons from China’s Lenovo 401
Michael Useem and Neng Liang

Part Five: Conclusion

15. Conventional Wisdom, Conventional Mythology, and the True Character of Board Governance 445
Jeffrey A. Sonnenfeld and Andrew Ward

Notes 469

Index 501