Back to the Drawing Board: Designing Corporate Boards for a Complex World

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Harvard Business Press, Oct 16, 2003 - Business & Economics - 288 pages
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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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Contents

Board DesignTime for Action
1
Struggling Boards
15
Best Practice Contradictions
41
Different Roles for Different Boards
59
Structures That Work
85
Building and Sustaining the Right Team
113
Building Knowledge and Using It Wisely
141
Behind Closed Doors
163
Getting Down to Work
181
The Survey of CEOs
201
Notes
221
Index
233
About the Authors
241
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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...

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About the author (2003)

Jay W. Lorsch is the Louis Kirstein Professor of Human Relations at Harvard Business School.

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