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Back to the Drawing Board: Designing Corporate Boards for a Complex World Hardcover – November 21, 2003
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"[an] excellent book." -- Financial Times, November 26, 2003
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A second audience for this book will be independent chairs of boards and chairpeople/CEOs who want to improve the effectiveness of the boards.
A third audience for the book will be neophyte directors getting ready for their first meeting.
A fourth audience for the book will be those who want to improve governance practices through legislation and regulation.
As a management consultant who is often asked to speak with public boards about shareholder perceptions of company management, strategy and performance, I found the material accurately reflected my experiences. Boards are overwhelmed, overscheduled, undereducated and often uncoordinated in addressing key concerns of the enterprise and its stakeholders. I had no disagreement with any of the descriptive materials that begin the book. They are valuable addition to the literature. If the book stopped there, it would have been an excellent book.
The prescriptions though that the book makes fall short of what is needed when you get past the idea of building a board and processes to fit the tasks appropriate for that board.Read more ›
I attended a Forum for Corporate Director's meeting featuring Professor Lorsch from Harvard Business School - it was an outstanding morning filled with additional insights, confirmations, and new ideas concerning corporate governance. This excellent book extended that rewarding experience and will likely be a constant reference in my corporate governance work. Carter and Lorsch have extensive research (included in appendices) behind their suggestions for change in corporate boards. In a refreshingly clear writing style, they expose the gap between theoretical board design and the practical results of board design. Further, they acknowledge that these gaps cannot be closed completely, nor can they be legislated out of existence. Instead, as always, we must rely on the women and men who sit on boards to have a deep understanding of their mission, the boards mission, a commitment to integrity, and knowledge of the workings of their executive suite.
Back to the Drawing Board is laid out in a logical manner, and approaches this complex issue of properly designing boards in an equally logical manner. The face, head on, the issue of increased time and energy that will be required of new board members. The clearly address the issue of independent directors and squarely address the advantages and disadvantages of independent directors versus executive directors. They also address the concerns of the executive director who, in many respects is required to sit in judgment of her boss.Read more ›
Since 1989's "Pawns or Potentates", this is the best book about director's activities.
I recommend this book: very focused and structured contribution for actual corporate board members around the world.
Even boards that have adopted the entire current array of best practices, however, find the actual work of carrying out their responsibilities problematic. One reason why these best practices do not always translate into improved performance is that most of the recommendations for change coming from external groups focus only on those characteristics of boards that are visible to outsiders. They pay too little attention to what actually happens inside the boardroom, and leave the specifics of board design beyond their scope. Another reason is that each board's responsibilities are becoming more challenging and time-consuming. There is a significant gap between what boards are expected to accomplish and the time and knowledge available to directors to do their work. Put simple, the job is difficult if not impossible to carry out in the time most directors can devote to it. New requirements placed on audit committees by the Sarbanes-Oxley Act in the United States have raised the bar even higher.
But there is more.Read more ›