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Foreword | ||
Acknowledgements | ||
Introduction | 1 | |
Pt. 1 | On the Board: Defining a Vision | 9 |
Ch. 1 | The Perfect Board | 11 |
Ch. 2 | Board Manners and the Director from Hell | 23 |
Ch. 3 | Things Boards Could Do Better | 27 |
1 | Adopt a Sensitive, Individual Director Assessment Program | 27 |
2 | Forego Compulsory Retirement for Directors | 28 |
3 | Simplify Governance for Smaller Companies | 29 |
4 | Expect All Directors to Stay Current Through Ongoing Education and Training | 30 |
5 | Delegate CEO Succession Issues to Boards, Even With 100%-Owned Subsidiaries | 30 |
6 | Delegate the Selection of new Directors to Board Chairman and/or a Board Committee, Even With 100%-Owned Subsidiaries | 31 |
7 | Use Performance Options More Frequently and Routinely | 32 |
8 | Separate the Roles of Board Chairman and CEO, Except in Unusual Circumstances | 33 |
9 | As Directors, Speak Out Frankly and Fearlessly, Though Civilly, When Necessary | 34 |
10 | As Directors, Avoid Potential, Let Alone Actual, Conflicts of Interests | 35 |
Ch. 4 | Ten Best Practices of Modern Corporate Governance | 37 |
Some Personal Experiences as a Director (I) | 43 | |
Pt. 2 | Getting In Gear: How to Market it Work | 49 |
Ch. 5 | Board and Director Evaluation | 51 |
Ch. 6 | Advisory Boards | 57 |
Ch. 7 | Board Responsibilities | 69 |
Some Personal Experiences as a Director (II) | 95 | |
Pt. 3 | The Fine Print: Compensation and Accreditation | 101 |
Ch. 8 | Compensation of Company Directors | 103 |
Ch. 9 | Director Accreditation | 117 |
Ch. 10 | Executive Compensation Issues | 123 |
Some Personal Experiences as a Director (III) | 155 | |
Pt. 4 | The Rubber Meets the Road: Challenges Facing Corporations | 161 |
Ch. 11 | Corporate Responsibility | 163 |
Ch. 12 | Institutional Investors | 175 |
Ch. 13 | Some Contemporary Board Issues: Hostile Takeovers | 187 |
Some Personal Experiences as a Director (IV) | 199 | |
Ch. 14 | Three Core Principles of Effective Corporate Governance | 205 |
App. A | Public Company Director Accreditation | 215 |
App. B | Past and Current Boards of the Author (1963 to 2002) | 229 |
Index | 233 |
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