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Saving the Corporate Board: Why Boards Fail and How to Fix Them



Saving the Corporate Board: Why Boards Fail and How to Fix Them

Ralph D. Ward

ISBN: 978-1-119-09091-5 April 2003 240 Pages


Ward reveals ten specific failings that are built into our boardroom model and provides real-world fixes to get boards back on track. Ward mixes tart, insightful analogies (what do boards have in common with volunteer fire departments, the U.S. electoral college . . . and Howard Hughes?) with proven nuts-and-bolts advice for putting any board back on track.

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Reason #10 The Data Disaster: Boards Receive Too Little, Too Much (or Just Plain Bad) Information 1

Reason #9 The Boardroom Leadership Gap: The Board Oversees (at the Same Time It Is Led by) the CEO 17

Reason #8 The Boardroom Amateurs Syndrome: Inadequate Time, Resources, and Expertise for the Job 45

Reason #7 Financials, Frauds, and Fumbles: Why "Audit Committee" Is an Oxymoron 71

Reason #6 So What Exactly Is the Board Supposed to Do?: Competing (If Not Conflicting) Governance Agendas 99

Reason #5 The Howard Hughes Syndrome: Directors Are Cut off from Staff, Shareholders, and Major Decisions 123

Reason #4 "Does Anyone Know Why We're Here?": Poor Board Meetings and Logistics 145

Reason #3 We Don’t Talk about That: Boards Do a Lousy Job of Handling Their Personal Issues 167

Reason #2 The Exploding Job Description: We Have No Idea How to Evaluate, Motivate, or Pay Directors 189

Reason #1 The Elephant in the Boardroom: Boards Don’t Handle Bad News Well 207

Conclusion 223

Index 227