Back to the Drawing Board: Designing Corporate Boards for a Complex World
Harvard Business Press, Oct 16, 2003 - Business & Economics - 288 pages
Business scandals from Enron to WorldCom have escalated concerns about corporate governance into a full-blown crisis. Institutional investors and legislators have dominated the debate and enacted important changes in corporate accounting and other areas. But Colin B. Carter and Jay W. Lorsch say that we must now focus on the performance of corporate boards. This timely book argues that boards are being pressed to perform unrealistic duties given their traditional structure, processes, and membership. Carter and Lorsch propose a strategic redesign of boards--making them better attuned to their oversight, decision-making, and advisory roles--to enable directors to meet 21st century challenges successfully. Based on the authors' deep expertise and longtime experience working with boards around the world, and on a probing survey of CEOs, Carter and Lorsch help boards to develop a realistic value proposition customized to the company they serve. The authors explore the core dilemmas and responsibilities boards face and outline a framework for designing the most effective structure, makeup, size, and culture. This book provides a candid account of the current state of boards and points the way in a time of crisis and change.
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2001 Proposition 5-point scale accessed 16 activities agenda Agree North America Agree Note aligned Asia Pacific audit committee Australian BCG HBS Global behavior believe best practices BHP Billiton board design board meetings board members board needs Board of Directors board's role boardroom CEDs CEO's chairman and CEO challenge chapter company's compensation complex decisions develop direc Disagree Unsure Agree Egon Zehnder International Enron ensure Europe evaluation example experience focus Harvard Business School HBS Global Survey Higgs Report idea important independent directors investors involved issues knowledge lead director leader leadership major management's Medtronic ment monitor non-executive directors oversee percent performance problems questions Region Disagree Unsure relationship Responses by Region Sarbanes-Oxley Act senior executives shareholder value Spencer Stuart spend Stock Exchange strategy Strongly Agree Strongly Disagree structure Survey of 132 task tors understand United Kingdom Unsure Agree North York Stock Exchange
Page 3 - Higgs report on the role of non-executive directors and the Smith report on the role of audit committees, both published in 2003. In 2001, the relationship between institutional investors and companies was addressed by the Myners Review, 'Institutional Investment in 2 the UK'. In 2002 the Directors...