Tougher Boards for Tougher Times: Corporate Governance in the Post-Enron Era / Edition 1by William A. Dimma
Pub. Date: 03/10/2006
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,… See more details below
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.
- Publication date:
- Edition description:
- New Edition
- Product dimensions:
- 6.30(w) x 9.25(h) x 0.79(d)
Table of Contents
|Ch. 1||The bad/good old days : business and governance over four decades||13|
|Ch. 2||The classic board dilemma : individual competence, collective impotence||23|
|Ch. 3||Post-Enron governance : early reaction and flood of proposals||33|
|Ch. 4||The director with character||43|
|Ch. 5||The perfect board revisited||53|
|Ch. 6||Director independence and definitional hazards||63|
|Ch. 7||Declaration of independence? : board composition||69|
|Ch. 8||Related directors : perception and reality||75|
|Ch. 9||Differences between the U.S. and Canada in the role of board chairman : why?||83|
|Ch. 10||Time demands on today's non-executive chairman||87|
|Ch. 11||A larger role for today's non-executive chairman||93|
|Ch. 12||The audit committee||101|
|Ch. 13||Compensation committee competence and independence : a work in progress||113|
|Ch. 14||The governance and nominating committee||125|
|Ch. 15||Senior executive compensation||139|
|Ch. 16||Stock options I : improve their utility or abandon them||157|
|Ch. 17||Stock options II : performance options||163|
|Ch. 18||Stock options III : directors in the middle||169|
|Ch. 19||A cautionary tale : a case study of director risk||177|
|Ch. 20||On the frankness of directors when resigning from boards||187|
|Ch. 21||Miscellaneous musings||193|
|Ch. 22||Corporate and not-for-profit governance : similarities and differences||209|
|Ch. 23||A personal take on ethics||225|
|Ch. 24||Directorship : eleven easy lessons learned the hard way||237|
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