Boardroom Excellence: A Common Sense Perspective on by Paul P. Brountas, Paul S. Sarbanes

By Paul P. Brountas, Paul S. Sarbanes

In Boardroom Excellence, writer Paul Brountas, a company legal professional with greater than 40 years event, discusses the characteristics and elements of powerful forums in today’s post-Enron surroundings. Written in a concise layout, the publication is full of informative sensible recommendation for board individuals of non-public, public, and nonprofit enterprises. Boardroom Excellence comprises an educated dialogue of primary company governance concerns, together with the tasks and tasks of administrators and the right kind interplay of the board with the CEO and administration.

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Sample text

The Undesirables Let me recall a few of the undesirables: ° The Fast Reader: About a week before the board meeting, the CEO sent a thick package to each board member, which included the materials to be discussed at the board meeting, along with the CEO’s proposed strategic plan for the coming fiscal year. The CEO requested that each director study the plan carefully and be prepared to discuss management’s proposals and to recommend revisions, additions, or alternatives. At nine o’clock on the morning of the board meeting, immediately prior to the CEO’s convening of the meeting, the Fast Reader director asks the CEO’s secretary for a letter opener and then proceeds to open the package for the first time.

Have we determined the type and scope of information that we need from the CEO and management? ° How do we create and maintain mutual trust and respect? Chap 3 42 7/27/04 | 1:47 PM Page 42 Boardroom Excellence ° Do we properly evaluate management and the board to determine where and how we need to improve? Who Runs the Company? Most CEOs are not particularly fond of independent directors, especially those who are noisily independent or contentious. Although they welcome the advice, support, and camaraderie of their board members, they do not react well to criticism, disagreement, or skepticism.

Questions the Directors Need to Answer This personal experience is not recited here to induce directors to search for governance solutions within their not-for-profit world, but to impress on corporate directors the need for diligently reviewing their existing governance apparatus and for regularly asking and answering the following questions: ° What type of governance structure best serves the company? ° Are we properly structured to do our job? ° Do we have the right membership and the right mix of experience?

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