Chairman of the Board: A Practical Guide

ISBN-13: 9780471228899 / Angielski / Twarda / 2002 / 216 str.

Brian Lechem

Opis

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.

Spis treści

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.

Leadership.

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.

Notes.

Bibliography.

Index.

O autorze

BRIAN LECHEM is President of Boardroom Advisory Services, a consulting practice, and editor of Boardroom newsletter, based in Toronto, Canada. He is founder President, a fellow, and former executive director of the Institute of Corporate Directors, a Canadian organization allied with the National Association of Corporate Directors in the U.S. and the Institute of Directors in the U.K.

Blurb

Praise for Chairman of the Board

"Board chairmen will find Brian Lechem′s book an excellent resource for addressing the issues that arise from the ongoing role of the chairman in managing the governance systems of their corporations."
–Peter Dey
Chairman
Toronto Stock Exchange Committee on Corporate Governance in Canada
Partner
Osler, Hoskin & Harcourt LLP

"Brian Lechem is the first authority to define a chair′s role in a timely and very readable book–Chairman of the Board: A Practical Guide. As chair of two publicly traded companies and one not–for–profit, I find that there is little ′guiding hand′ advice. I would highly recommend chairs of all boards, and those aspiring to the office, to read this book."
–Jon K. Grant
Chairman of the Board
CCL Industries Inc., Laurentian Bank of Canada, and the Canadian Canoe Museum

"Chairman of the Board is much more than a practical guide for chairs. It is a well–written, thoughtful review of the myriad problems facing everyone with responsibility for the governance of an organization."
–James Gillies
Professor Emeritus
Schulich School of Business