Boardroom Excellence

Foreword by Senator Paul S. Sarbanes xi

Note on This Book by Jeffrey Rudman xv

Introduction 1

Chapter 1 How Did It Happen-Or Was It Always This Bad? 6
My bleak historical portrayal of corporate America is not intended as a blanket condemnation of all publicly traded U.S. corporations.

Chapter 2 Duty of Care and Duty of Loyalty 25
It is the right, and obligation, of every director to be informed and to act deliberately, with the diligence and competence of a reasonably prudent person in a similar situation under similar circumstances.

Chapter 3 Role of the Board of Directors 33
Excellent companies stay excellent by regularly challenging themselves.

Chapter 4 What Values and Qualities Should Directors Possess? 49
The board has no room for insouciant directors who are not committed or who believe they can serve by being passive observers.

Chapter 5 Role of the CEO 61
The CEO should seek to create a board meeting environment that encourages skepticism and serious discussion and enables board members to disagree constructively.

Chapter 6 Board and Committee Meetings 71
Avoid information overload and mind-numbing presentations.

Chapter 7 Committees of the Board 85
Excessive CEO compensation is the "mad cow disease" of American boardrooms.

Chapter 8 Guidelines, Ethical Codes, and Legal Compliance 103
What is needed is a proactive CEO whose message resonates throughout the corporation and instills all employees with the resolve to help create a corporate culture that nourishes integrity and ethical behavior, penetrating all aspects of the corporation's business and governance.

Chapter 9 Revolt of the Stockholders 111
The 2003 and 2004 proxy seasons will be remembered as the time when stockholder activists took steps to change the way their corporations are governed, their directors are nominated, and their executives are compensated.

Chapter 10 Evaluation of Board Performance 127
Self-assessment of directors' performance is

Paul P. Brountas is senior counsel at Wilmer Cutler Pickering Hale and Dorr LLP, an international law firm with over 1,000 lawyers in 12 countries. He has focused on the representation of public and private corporations, start-up and emerging growth companies, venture capitalists, investors and underwriters in public and private financings, stockholders and investment bankers in mergers and acquisitions, and corporate directors both as counsel to corporate boards and as outside counsel to independent directors. Brountas is a frequent lecturer and has earned a reputation as one of the nation's leading corporate lawyers. His clients have looked to him not only for legal advice but also for his judgment as a business counselor and problem solver. Brountas has served as chairman of the board and board member of several nonprofit and community organizations.