Taking Back the Boardroom: Thriving As a 21st-Century Director

by Phan, Phillip H.

• ISBN13: 9781860948367
• ISBN10: 1860948367
• Edition: 2nd
• Format: Hardcover
• Copyright: 2007-10-18
• Publisher: World Scientific Pub Co Inc

Summary

Companies like Enron, WorldCom, and Siemens have defined the dark side of the corporate world in the 21st century. This timely book is designed to address the diverse requirements of directors and heightened investor awareness, with an intelligent and comprehensive presentation of the structure and practice of boardroom management.

Table of Contents

Preface	p. vii
Introduction: Taking Back the Boardroom: A Director's Call to Arms	p. ix
Taking Back the Boardroom: Understanding Your Duties as a Director	p. 1
How the Firm is Defined and Why is that Important for Directors	p. 1
How does the Firm Perform its Productive Function?	p. 4
The Relationship Between Managers and Shareholders	p. 5
The Duties of the Director	p. 16
The Non-Executive Director: Key to Board Independence	p. 21
Sarbanes-Oxley Act of 2002	p. 24
Thinking Points	p. 31
Taking Back the Boardroom: The Chairperson's Special Role	p. 33
The Role of the Chairman of the Board	p. 34
The Three Responsibilities of the Chair	p. 35
Who can Chair?	p. 44
A Summary of the Chair's Priorities	p. 45
The CEO and the Board	p. 47
"I'd Like the World to Buy a Coke"	p. 63
Thinking Points	p. 71
In Conclusion	p. 72
Taking Back the Boardroom: Ethics and Social Responsibility	p. 75
Why is it Important to Talk About Ethics?	p. 77
Why Don't We all Simply Behave, as We Would Like Others to Behave?	p. 79
The Connection Between Personal and Corporate Ethics	p. 81
Creating an Ethical Organization	p. 83
How to Avoid Common Pitfalls in 'Gray-Area' Decisions	p. 85
...And in the Final Analysis	p. 88
A Corporate Kleptocracy: The Saga of Conrad Black and Hollinger International	p. 90
A Corporate Kleptocracy	p. 105
Thinking Points	p. 142
Taking Back the Boardroom: Organization and Process	p. 143
The Paradoxes of Corporate Governance	p. 145
Understanding Power in the Boardroom	p. 146
Organizing to Solve the Paradoxes	p. 147
The Principles of Good Structure	p. 148
The Principles of Good Process	p. 148
The Committee Structure	p. 151
The Audit Committee	p. 151
The Compensation Committee	p. 154
The Nominating Committee	p. 155
The Strategy Committee	p. 157
Specialty Committees	p. 161
Conclusion	p. 162
Corporate Governance Guidelines at Intel & General Motors	p. 164
Thinking Points	p. 181
CALPERS: Core Principles of Accountable Corporate Governance	p. 182
Thinking Points	p. 204
Taking Back the Boardroom: Special Situations in the Boardroom	p. 205
The Relationship Between Ownership, Control and Board Function	p. 206
The Family Business Board	p. 208
The Closely Held Corporate Board	p. 209
The Multinational Subsidiary Board	p. 210
Dealing With Takeovers	p. 211
Thinking Points	p. 233
Conclusion	p. 235
References and Further Readings	p. 239
Abstracted Codes of Conduct	p. 246
OECD Principles of Corporate Governance	p. 247
Abstracted Cadbury Code	p. 276
Abstracts from Title III & Title IV of the Sarbanes-Oxley Act of 2002	p. 302
Index	p. 333
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