Tougher Boards for Tougher Times : Corporate Governance in the Post- Enron Era

The Enron disaster was the first of many business scandals that clearly highlighted the current crisis of confidence in corporate leadership. For too long, management and CEOs have held most of the real power. Too many boards acted as little more than complicit pawns, resulting in reckless corporate over expansion, misguided acquisitions at foolish prices, unwarranted levels of executive compensation, fiddling the books, outright fraud, and bankruptcy. Boards and the directors that serve on them are now under more intense scrutiny than ever before as regulators, institutional investors, and shareholders are demanding a higher standard of corporate directorship. Tougher Boards for Tougher Times examines the key issues, challenges, and controversies that boards have to face in the brave new world of corporate governance. It examines the changing role of boards and directors in this tense and uncertain world of heightened expectations, failed promises, wholly unacceptable excess, and a growing recognition in many quarters that the stakes are high. This book offers a new model for those who must govern, one in which boards composed predominantly of independent directors are gaining power, demonstrating that they have backbone, and saying NO more often. Outlines the formidable challenges of contemporary directorship, and offers cautions and clear advice for diligent directors in an increasingly hostile world. Describes how boards can be part of the solution instead of part of the problem. Explains how boards can exercise more real power, balance better the distribution of power between managements and boards, and provide tough oversight when necessary in relation to the CEO and management. Includes extensive coverage on: interpersonal relationships between directors and management, ethics and social responsibility, directors liability, similarities and differences between U.S. and Canadian boards, and between governance of corporate and not for profit boards, issues to consider before accepting a board invitation, problems associated with leaving a board, and much more. Features three chapters by contributors with the special expertise to address the extra demands on board committees charged specifically with audit, human resources and compensation, and governance and nominating.