Table of Contents

Introduction: Advancing the Practice of Corporate Governance.

Part One: Boards in Transition.

1. The Three Phases of a Board’s Evolution.

2. What Makes a Board Progressive.

Part Two: The Three Building Blocks of Progressive Boards.

3. Group Dynamics.

4. Information Architecture.

5. Focus on Substantive Issues.

Part Three: Contributions That Count.

6. The Right CEO and Succession.

7. CEO Compensation.

8. The Right Strategy.

9. The Leadership Gene Pool.

10. Monitoring Health, Performance, and Risk.

Part Four: Maintaining Momentum.

11. Board Operations.

12. Working with Investors.

Conclusion: Leveraging the Board for Competitive Advantage.

Appendix A: Sample Strategy Blueprint.

Appendix B: The Research Agenda.

Acknowledgments.

About the Author.

Index.

About the Author

The Author
RAM CHARAN is the go-to adviser for corporate directors and CEOs. Highly sought for his unique insights and practical wisdom, Charan has counseled some of the world’s most successful and prominent business leaders at companies including General Electric, DuPont, Verizon, and EMC. His expertise in corporate governance stems from first-hand experiences helping boards with strategy sessions, successions, self-evaluations, and CEO compensation. Charan is co-host of the Fortune Boardroom Forums, has served on the NACD’s Blue Ribbon Commission on Corporate Governance, and is director of the Six Sigma Academy and of Austin Industries in Dallas. He is the coauthor of two best-sellers—Execution and Confronting Reality—and has been published by Fortune and Harvard Business Review. Charan is the author of the 1998 book Boards at Work. He has an MBA with high distinction and a doctoral degree with boards of directors as a field of study from the Harvard Business School.

Reviews

"Boards today are striving to improve in a very dynamic environment. Based on years of hands on experience and building on the breakthrough ideas of Boards at Work, Charan provides practical, actionable ideas to move boards to a higher level of performance3/4to make a step change improvement in the quality of their governance. It's a must read for new and experienced directors alike." ?John A. Krol, lead director, Tyco; director, MeadWestvaco and Ace Insurance; former CEO and chairman, Dupont; and NACD Director of the Year in 1998 "By detailing the evolution of board dynamics in the post-Sabanes-Oxley environment and providing insight into new best practices, Ram Charan has developed a comprehensive guide to creating and maintaining a next-generation board. These pages will help every executive stay ahead of the curve?with winning strategies for prospective board members, as well as for executives trying to develop their boards and management teams." ?Ivan Seidenberg, chairman and CEO, Verizon "For boards, this is it?the guide every director needs, from the world authority on how real boards work today." ?Geoffrey Colvin, senior editor at large, Fortune magazine; co-host, Fortune Boardroom Forum; and co-anchor, Wall Street Week with Fortune "This excellent book will help countless managers and directors. A practical masterpiece!" ?Richard H. Brown, director, Home Depot and DuPont "I offer high praise for Boards That Deliver, the latest creation from the fertile mind of Ram Charan! Timely, relevant, and succinct?this could be Charan?s best work to date." ?William T. Solomon, chairman of the board, Austin Industries