Owning Up: The 14 Questions Every Board Member Needs to Ask


Owning Up

Your world as a director has suddenly changed. You've seenmembers of other boards take the heat when their companiesimploded. The managements of Lehman Brothers, Bear Stearns, MerrillLynch, and Washington Mutual clearly failed, but so did theirboards. Now the board of every company beset with problems iscoming under scrutiny.

The pressure is on. Your board must own up to its accountabilityfor the ...

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Owning Up

Your world as a director has suddenly changed. You've seenmembers of other boards take the heat when their companiesimploded. The managements of Lehman Brothers, Bear Stearns, MerrillLynch, and Washington Mutual clearly failed, but so did theirboards. Now the board of every company beset with problems iscoming under scrutiny.

The pressure is on. Your board must own up to its accountabilityfor the performance of the corporation. Governance now meansleadership.

Boards must change their modus operandi to address the new andcomplex issues that are emerging. These include

  • Ensuring liquidity in the context of the global financialcrisis
  • Setting CEO performance targets in a very uncertain economy
  • Assessing strategy and enterprise risk under extremevolatility

So what should boards do now? What should they be talking aboutin their meetings and executive sessions? What decisions must theymake? How assertive must they be regarding company priorities andoperating goals?

In Owning Up, business advisor and corporate governance expertRam Charan answers these and other burning questions on the mindsof directors and business leaders. He describes best practices thatare emerging in boardrooms he has observed firsthand. And heprovides practical recommendations on a range of issues, fromcompensation to dealing with external constituencies. Wiselyattuned to the human side, he confronts the need for some boards torefresh their composition and for others to rebalance their boarddynamics.

Directors, CEOs, general counsels, and operating executives willfind here the guidance they need to meet the new and risingstandards for corporate governance in this demanding businessenvironment.

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Product Details

  • ISBN-13: 9780470397671
  • Publisher: Wiley
  • Publication date: 4/13/2009
  • Edition number: 1
  • Pages: 224
  • Sales rank: 314,474
  • Product dimensions: 6.20 (w) x 9.10 (h) x 1.00 (d)

Meet the Author

Ram Charan is the go-to adviser for corporate directors and CEOs. Known for his insights and practical wisdom, Charan has counseled some of the world's most successful business leaders. He is coauthor of the bestseller Execution and author or coauthor of 14 other books including Leaders at All Levels, Boards That Deliver, and Boards at Work. He serves on three boards and was named one of Directorship's top 100 directors. He has an MBA and a doctoral degree with corporate governance as a field of study from the Harvard Business School.

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Table of Contents

Foreword by Jack Krol.

What Boards Need Now.

1. Question 1. Is the Composition of the Board Right for theChallenge?

2. Question 2. How Are We Addressing the Risks that Could PutOur Company over the Cliff?

3. Question 3. Are We Prepared to Do Our Job Well When a CrisisErupts?

4. Question 4. Are We Well Enough Prepared to Name Our NextCEO?

5. Question 5. How Well Does the Board Own the Strategy?

6. Question 6. How Can We Get the Information We Need to GovernWell?

7. Question 7. How Can Our Board Get CEO Compensation Right?

8. Question 8. Why Do We Need a Lead Director Anyway?

9. Question 9. Is Our governance committee Best of Breed?

10. Question 10. How Do We Get the Most Value out of Our LimitedTime?

11. Question 11. How Can Executive Sessions Improve theOwnership Function of the Board?

12. Question 12. How Can Our Board Self-Evaluation Improve OurFunctioning and Our Output?

13. Question 13. How Do We Stop from Micromanaging?

14. Question 14. How Well Prepared Are We to Work with ActivistShareholders and Their Proxies?

About the Author.


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Sort by: Showing all of 2 Customer Reviews
  • Posted September 5, 2009

    Abstract Yet Practical

    Ram Charam's Harvard Business School doctoral thesis was on Boards of Directors. For nearly four decades, he has continued to expand and to deepen in this area of expertise. He works with boards on board self-evaluations, CEO evaluations, and director succession planning. Charan also serves on the Board of at least one major public company.
    Former CEO of DuPont Jack Krol describes this book as both practical and wise.
    My own sense is that people will have one of two reactions to this book: (1) concise, focused, and on target and (2) vague and idealistic. For example, Charam states that "the role of the board has changed forever. 'Governance' now means leadership, not just over-the-shoulder monitoring and passive approvals." If you think that is an easy concept, then you have not been doing a lot of board work recently!
    Charam raises a number of thoughtful questions. Question #1 "is our board composition right for the challenge?" And his response is that in too many instances, the answer is "no." Boards tend to over focus on functional/industry expertise and systematically overlook over factors. Charam provides a useful Director Skill Matrix for the benefit of the Nominating & Governance Committee.
    We think people who lack significant board experience will find this book abstract and preachy. Those with board experience who also find the book abstract and preachy are probably the same board members who waste too much time talking about how great things used to be before Sarbanes-Oxley. Those with significant board experience and who are thinking about the future will find this book provocative and challenging.

    Larry Stybel & Maryanne Peabody
    Board Options, Inc.
    Tel. 617 594 7627
    "Specialists to Nominating & Governance Committees on Board Talent"

    Was this review helpful? Yes  No   Report this review
  • Anonymous

    Posted January 15, 2010

    No text was provided for this review.

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