Chairman of the Board

Introduction. A Question of Style

Origin of the Role of Chairman

The Art of Chairmanship

Leadership and Style

Chapter 1. Primus Inter Pares

First Among Equals

The Chairman's Role

What the Position Entails

Leadership

Chapter 2. Building the Board

The Selection Process

Achieving a Balance

Credentials and Qualifications

Remuneration of Independent Directors

Orientation and Training

If Things Go Wrong

Chapter 3. Separation of Roles or Concentration of Power?

One Job--or Two?

Interrelationship of the Roles

Balancing the Roles

The Chairman's Job Is Different

It Is Lonely Being a Chief Executive

Succession Planning

Chapter 4. Establishing the Agenda

The Board in Action

The Principle of Collective Responsibility

Direction and Management

How the Board Works

Statutory Responsibilities

Board Procedures

Choosing the Issues

Information Flow

The Real Agenda in Decision Making

Boards That Do Not Direct

Chapter 5. Setting the Direction

Board Involvement in the Process

Developing Strategic Thinking

Goals and Objectives

The Role of Management

Maintaining Oversight

Chapter 6. The Minefield of Legal Liability Exposure

Interpreting the Situation

The Statutory Position

When to Seek Advice

Danger Signals

A Sense of True Perspective

Diligence and the Strategy Process

Some Specific Areas of Vulnerability

How Much Diligence?

Assumption of Risk

Chapter 7. Delegation--The Use of Board Committees

The Board Remains Accountable

Spreading the Load

Key Board Committees

Maintaining Effective Reporting Links

Chapter 8. Board Evaluation--Assessing the Passing Grade

The Concept of Board Performance

Performing Effectively

Assessing How the Board Is Doing

Individual Director Performance

The Chairman Cannot Be Left Out

Designing an Appropriate Performance Evaluation System

Using or Abusing the Process?

Chapter 9. The

BRIAN LECHEM is President of Boardroom Advisory Services, a consulting practice, and editor of Boardroom newsletter, based in Toronto, Canada. He is founder President, a fellow, and former executive director of the Institute of Corporate Directors, a Canadian organization allied with the National Association of Corporate Directors in the U.S. and the Institute of Directors in the U.K.