"Directors: Improve Board Performance The Director's Manual: A Framework for Board Governance offers current and aspiring board members essential up-to-date governance guidance that blends rigorous research-based information with the wisdom found only through practical, direct experience. The book's flexible approach to solving governance issues reflects the authors' belief that no two boards and the cultural dynamics that drive them are the same. As such, the advice offered reflects recognizable leadership dynamics and real world, relevant organizational situations. The book's two authors, Peter C. Browning, an experienced CEO and member of numerous boards and William L. Sparks, a respected organizational researcher, combine their individual experiences and talents to create a book that is both innovative and applicable to directors in any industry sector. Specific best practice guidance is designed to help board members and their directors understand the unique strengths and challenges of their own board while at the same time provide targeted information that drives needed improvements in board performance and efficiency. Specifically, this book will help board members: Explore practical advice on key issues, including selection, meeting schedules, and director succession Consider board performance from multiple perspectives, including cultural and group dynamics Discover how to effectively manage classic problems that arise when making decisions as a group Access a comprehensive set of assessment questions to test and reinforce your knowledge The Director's Manual: A Framework for Board Governance offers practical advice to guide you as you lead your organization's board"-- Provided by publisher.

Includes bibliographical references and index.

Machine generated contents note: Acknowledgments Peter C. Browning William L. Sparks Preface Why We Wrote This Book Chapter 1 The Changing World of Board Governance: How We Got Here What's in This Chapter? How and Why Boards Have Changed Why These Events Are Important A Barometer for CEO Compensation 2002--A Board Governance Tipping Point Impact of the 2008 Financial Meltdown Chapter Summary What's Next? Chapter 2 Role of the Board What's in This Chapter? Home Depot's Leadership Question Two Key Guiding Principles Why Boards Exist Three Critical Questions That Boards Ask Is a Robust Succession Plan in Place? Determining the Right Strategy Chapter Summary What's Next? Chapter 3 Key Board Leadership Roles What's in This Chapter? Public Outcry for Action Changes in NYSE Listing Requirements The Debate over the Separation of Roles Nonexecutive Chairman, Lead Director, or Presiding Director The Challenge of Board Leadership Chapter Summary What's Next? Chapter 4 Board Culture What's in This Chapter? Understanding Board Culture Examples Illustrating Schein's Model of Culture and Board Dynamics The Three Elements of Board Culture The Leadership and Board Performance Cycle Transforming Board Culture Chapter Summary Chapter 5 Group Dynamics and Board Decision Making What's in This Chapter? Why Working in Groups Is Difficult Groupthink: Managing Conflict in the Boardroom Understanding and Avoiding Groupthink Getting Past The Abilene Paradox Chapter Summary What's Next? Chapter 6 Board Structure and Schedule What's in This Chapter? Board Size Meeting Requirements and Preparation Effective Meetings and Service Chapter Summary What's Next? Chapter 7 Assessing Board Performance What's in This Chapter? The Evolution of Board Assessments Customizing the Assessment Process Finding Your Own Best Practice Chapter Summary What's Next? Chapter 8 The Challenge of the Disruptive Director What's in This Chapter? Disruptive Members a Common Issue The Ying and Yang of Conflict An Effective Dissenter Five Types of Disruptive Directors Dealing with Disruptive Directors How Assessments Help Chapter Summary What's Next? Chapter 9 The Other Succession Challenge--The Board of Directors What's in This Chapter? Why a Board Should Plan Its Own Replacement Demographics and Board Service Realities Enron, 2008 Financial Collapse, and Dodd-Frank Building a Board Succession Plan Educating, Onboarding a New Member Chapter Summary What's Next? Chapter 10 What's Next in the Boardroom? What's in This Chapter? 1. Ongoing Scrutiny of Executive Compensation 2. Continuing Demands for More Proxy Information 3. More Shareholder Activism 4. Greater Demands for Proxy Access 5. Sharper Focus on Risk Management 6. Ever-Increasing Scrutiny of Board Composition The Way Forward Chapter Summary What's Next? References Appendices Board of Directors Assessment Forms Appendix A Board of Directors Self-Assessment Appendix B Audit Committee Assessment Appendix C Compensation Committee Assessment Appendix D Governance/Nominating Committee Assessment Appendix E CEO Assessment Appendix F Lead Director Assessment Appendix G Nonexecutive Chairman Assessment Appendix H Peer Assessment Index .