Saving the Corporate Board Why Boards Fail

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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RALPH D. WARD is a nationally recognized writer and commentator on the roles of boards of directors and the future of corporate governance worldwide. He is publisher of Boardroom INSIDER, an online e-mail newsletter of firsthand advice for better boards, and edits the Corporate Board, an international journal of corporate governance. He speaks and consults extensively on boardroom issues in the United States and internationally, and is the author of 21st Century Corporate Board and Improving Corporate Boards, both published by Wiley.

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

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

Summary

Author Biography

Table of Contents

Supplemental Materials