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3-D Cover for the Boardroom Paradox

This book is written for directors of governing boards and for executives who work with boards. Its purpose is to explain the responsibilities and liabilities of directors through the examination of case studies of boards that have received much public attention, including cases where directors have been sued because of their actions. The book will look at these issues from three intersecting points of view:

From the legal perspective. Corporations are creatures of the law and boards are the bodies charged with directing them. "Corporation," "board" and "director" are concepts that only exist within a legal framework that entails such related concepts as fiduciary responsibility, conflict of interest, and due diligence.

From a cultural perspective. A board is not only a legal entity but also a social grouping that acts according to norms that can have significant impact on its performance. A culture consists of a set of shared attitudes, values and rules. All social groupings have a culture, but the concept of a board culture is not always recognized, even though it is a key factor in explaining why some boards succeed and why some fail.

From a governance process perspective. Each board develops its own techniques for conducting business, including developing meeting agendas, recording decisions in the minutes, delegating authority, reviewing the financial audit, educating new directors, determining director and CEO compensation, and appraising itself. Most boards engage in all of these duties, but how they do them varies. Boards must critically examine their work processes to expose weaknesses. Unfortunately, social norms can make it difficult for boards to do this. Directors must learn how to evaluate board practices and install those that are most effective.

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