Tougher Boards for Tougher Times: Corporate Governance in the Post-Enron Era / Edition 1

Tougher Boards for Tougher Times: Corporate Governance in the Post-Enron Era / Edition 1

by William A. Dimma
     
 

ISBN-10: 0470837306

ISBN-13: 9780470837306

Pub. Date: 03/10/2006

Publisher: Wiley

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,

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Overview

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.

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Product Details

ISBN-13:
9780470837306
Publisher:
Wiley
Publication date:
03/10/2006
Edition description:
New Edition
Pages:
254
Product dimensions:
6.30(w) x 9.25(h) x 0.79(d)

Table of Contents

Ch. 1The bad/good old days : business and governance over four decades13
Ch. 2The classic board dilemma : individual competence, collective impotence23
Ch. 3Post-Enron governance : early reaction and flood of proposals33
Ch. 4The director with character43
Ch. 5The perfect board revisited53
Ch. 6Director independence and definitional hazards63
Ch. 7Declaration of independence? : board composition69
Ch. 8Related directors : perception and reality75
Ch. 9Differences between the U.S. and Canada in the role of board chairman : why?83
Ch. 10Time demands on today's non-executive chairman87
Ch. 11A larger role for today's non-executive chairman93
Ch. 12The audit committee101
Ch. 13Compensation committee competence and independence : a work in progress113
Ch. 14The governance and nominating committee125
Ch. 15Senior executive compensation139
Ch. 16Stock options I : improve their utility or abandon them157
Ch. 17Stock options II : performance options163
Ch. 18Stock options III : directors in the middle169
Ch. 19A cautionary tale : a case study of director risk177
Ch. 20On the frankness of directors when resigning from boards187
Ch. 21Miscellaneous musings193
Ch. 22Corporate and not-for-profit governance : similarities and differences209
Ch. 23A personal take on ethics225
Ch. 24Directorship : eleven easy lessons learned the hard way237

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