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Chairman of the Board: A Practical Guide



Chairman of the Board: A Practical Guide

Brian Lechem

ISBN: 978-0-471-43060-5 February 2003 216 Pages

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Practical, real-world advice for the most challenging of positions
The role of the chairman of the board is an art form that varies with the size, type, and corporate climate of the organization. Chairman of the Board provides practical guidance on this critical role, offering advice on matters such as how to work with the CEO, ethical considerations, corporate social responsibility, and performance evaluation of boards and board members. Seasoned executive Brian Lechem discusses regulatory requirements and legal exposures relating to board responsibilities and how to minimize risks to company resources. Real-life examples illustrate how challenges have been met by companies with both positive and negative results. Information on board regulations for not-for-profit and government agencies and Canadian and U.K. companies lends the book broad appeal.
Introduction. A Question of Style.

Origin of the Role of Chairman.

The Art of Chairmanship.

Leadership and Style.

Chapter 1. Primus Inter Pares.

First Among Equals.

The Chairman's Role.

What the Position Entails.


Chapter 2. Building the Board.

The Selection Process.

Achieving a Balance.

Credentials and Qualifications.

Remuneration of Independent Directors.

Orientation and Training.

If Things Go Wrong.

Chapter 3. Separation of Roles or Concentration of Power?

One Job--or Two?

Interrelationship of the Roles.

Balancing the Roles.

The Chairman's Job Is Different.

It Is Lonely Being a Chief Executive.

Succession Planning.

Chapter 4. Establishing the Agenda.

The Board in Action.

The Principle of Collective Responsibility.

Direction and Management.

How the Board Works.

Statutory Responsibilities.

Board Procedures.

Choosing the Issues.

Information Flow.

The Real Agenda in Decision Making.

Boards That Do Not Direct.

Chapter 5. Setting the Direction.

Board Involvement in the Process.

Developing Strategic Thinking.

Goals and Objectives.

The Role of Management.

Maintaining Oversight.

Chapter 6. The Minefield of Legal Liability Exposure.

Interpreting the Situation.

The Statutory Position.

When to Seek Advice.

Danger Signals.

A Sense of True Perspective.

Diligence and the Strategy Process.

Some Specific Areas of Vulnerability.

How Much Diligence?

Assumption of Risk.

Chapter 7. Delegation--The Use of Board Committees.

The Board Remains Accountable.

Spreading the Load.

Key Board Committees.

Maintaining Effective Reporting Links.

Chapter 8. Board Evaluation--Assessing the Passing Grade.

The Concept of Board Performance.

Performing Effectively.

Assessing How the Board Is Doing.

Individual Director Performance.

The Chairman Cannot Be Left Out.

Designing an Appropriate Performance Evaluation System.

Using or Abusing the Process?

Chapter 9. The Supercharged Board.

Strategic Principles.

Bringing Directors Up to Speed.

Family Firms.

Preventing and Detecting Problems.

Assumption of Risk.

How Are We Doing as a Board?

Advisory Boards.

The Board's Role in Innovation.

Chapter 10. A Question of Ethics.

Creating an Ethical Framework.

Good Corporate Citizenship.

Ethics and the Law.

Ethics and Competition.

Sponsorships and Charities.

Code of Conduct.

Chapter 11. Public Affairs.

Establishing a Policy.

Business and Government.

Shareholders, Stakeholders, and Social Responsibility.

Dealing with the Media.

Handling a Crisis.

Chapter 12. The Volunteer Board.

What Does "Volunteer" Mean?

Why Volunteer Boards Are So Different.

Some Common Failings.

How to "Govern" a Volunteer Organization.

Leadership Is Still Paramount.

Board/Staff Relationships.

Legal Liability Exposure.

Chapter 13. The Ultimate Sanction.

Board Culture.

Anticipating Boardroom Problems.

Danger Signals.

Handling Disagreement and Dissent.