"This book is a most important contribution for both new and experienced directors, addressing contemporary corporate governance. The 14 practical questions represent the most vital issues that boards need to proactively address and are particularly crucial now as boards deal with the aftermath of the global financial tsunami." —Thomas J. Neff, chairman, U.S., Spencer Stuart

Owning Up!

Your world as a director has suddenly changed. You've seen members of other boards take the heat when their companies imploded. The managements of Lehman Brothers, Bear Stearns, Merrill Lynch, and Washington Mutual clearly failed, but so did their boards. Now the board of every company beset with problems is coming under scrutiny.

The pressure is on. Your board must own up to its accountability for the performance of the corporation. Governance now means leadership.

Boards must change their modus operandi to address the new and complex issues that are emerging. These include

• Ensuring liquidity in the context of the global financial crisis
• Setting CEO performance targets in a very uncertain economy

• Assessing strategy and enterprise risk under extreme volatility

So what should boards do now? What should they be talking about in their meetings and executive sessions? What decisions must they make? How assertive must they be regarding company priorities and operating goals?

In Owning Up, business advisor and corporate governance expert Ram Charan answers these and other burning questions on the minds of directors and business leaders. He describes best practices that are emerging in boardrooms he has observed firsthand. And he provides practical recommendations on a range of issues, from compensation to dealing with external constituencies. Wisely attuned to the human side, he confronts the need for some boards to refresh their composition and for others to rebalance their board dynamics.

Directors, CEOs, general counsels, and operating executives will find here the guidance they need to meet the new and rising standards for corporate governance in this demanding business environment.

Download Excerpt: Owning Up: The 14 Questions Every Board Member Needs to Ask

Hardcover: 224 pages
Author:
Publisher: Jossey-Bass (April 13, 2009)
Language: English
ISBN-10: 0470397675
ISBN-13: 978-0470397671

CONTENTS
Foreword by Jack Krol vii
What Boards Need Now ix
1. Question 1. Is Our Board Composition
Right for the Challenge? 1
2. Question 2. Are We Addressing the Risks
That Could Send Our Company over the Cliff? 19
3. Question 3. Are We Prepared to Do Our Job
Well When a Crisis Erupts? 33
4. Question 4. Are We Well Prepared to
Name Our Next CEO? 41
5. Question 5. Does Our Board Really Own
the Company’s Strategy? 57
6. Question 6. How Can We Get the Information
We Need to Govern Well? 73
7. Question 7. How Can Our Board Get CEO
Compensation Right? 85
8. Question 8. Why Do We Need a Lead
Director Anyway? 101
9. Question 9. Is Our Governance Committee
Best of Breed? 117
10. Question 10. How Do We Get the Most Value
out of Our Limited Time? 127
11. Question 11. How Can Executive Sessions
Help the Board Own Up? 137
12. Question 12. How Can Our Board Self-Evaluation
Improve Our Functioning and Our Output? 149
13. Question 13. How Do We Stop from
Micromanaging? 163
14. Question 14. How Prepared Are We to Work
with Activist Shareholders and Their Proxies? 173
About the Author 187
Acknowledgments 189
Index 191

Question 1
IS OUR BOARD COMPOSITION RIGHT FOR THE CHALLENGE?
The role of the board has unmistakably transitioned from passive governance to active leadership with a delicate balance of avoiding micromanaging. It ’ s leadership as a group, not leadership by an appointed person.

This group needs the right composition to succeed, and that composition will have to change, sometimes abruptly, as conditions do. With the right composition, a board can create value; with the wrong or inappropriate composition, it can easily destroy value. ...

ABOUT THE AUTHOR
Ram Charan is the go-to adviser for corporate directors and CEOs. Known for his insights and practical wisdom, Charan has counseled some of the world's most successful business leaders.

He is coauthor of the bestseller Execution and author or coauthor of 14 other books including Leaders at All Levels, Boards That Deliver, and Boards at Work. He serves on three boards and was named one of Directorship's top 100 directors. He has an MBA and a doctoral degree with corporate governance as a field of study from the Harvard Business School.

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