Improving Corporate Boards: The Boardroom Insider Guidebook - Ralph D. Ward

Greater board independence, closer alignment of executive pay with performance, and tighter internal control--these areas have received raised attention in recent years in the United States and, increasingly, in Europe. But attempts to quantify such corporate-governance variables and link them to corporate performance have stumped academics and analysts alike.

Enter Improving Corporate Boards, part of a small but growing genre of how-to books on corporate governance. Author Ralph Ward focuses specifically on board-level governance, offering advice aimed primarily at corporate directors and with particular emphasis on the nonexecutive's role. As the writer for Boardroom Insider, an online corporate governance newsletter, Ward brings a wealth of anecdotal evidence to bear, sharing gems from his monthly Q&A feature in which directors pose anonymous questions to experts.

Each of the 25 chapters discusses a single aspect of board governance. Broadly, they cover: board, CEO, and committee duties and performance evaluation; board structure and leadership; the logistics of meetings and board communications; managing corporate image and corporate risk; governance in various organizational contexts; and hot governance topics. The checklist items are somewhat intuitive, but they're worth taking seriously in avoiding governance disasters; they also act as a handy guide to the contents of each chapter. Readers may also find useful the many links Ward provides to online sources of information: a stock options calculator, online listings of directorships available at nonprofits, industry reports, and so on.

In the final chapter, Ward notes that "through pension plans and mutual funds, the line between stakeholder and shareholder is increasingly blurring." It's an arguable point, with social, economic, and board-governance implications, but one that Ward leaves unexamined. That shortcoming aside, Improving Corporate Boards looks set to become a key contribution in the popularization of corporate governance. --Jackie Cook

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