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Index
Cover
ALSO BY WILLIAM G. BOWEN
Title Page
Dedication
Contents
Foreword
Preface
Approach Taken
Commentators
Organization
Acknowledgments
1. Roles of Boards—and the Constraints They Face
Why Are Boards Needed?
What Do Boards Do?
Return on Mission
Changing Contexts and Constraints
Scandals and Their Consequences
Regulatory and Media Constraints
Market Constraints and “Owners”
2. Board Leadership
A Separate Chairman? The Conceptual Arguments for and against Splitting the Roles
Practical Considerations: The Need to Take a Situational Perspective
The Lead Director Model
Summing Up: Prospects for Organizational Change in the For-Profit Sector
Postscript: Characteristic Differences in Board Structure between Nonprofits and For-Profits
3. Compensating the CEO
A Hot-Button Issue in the For-Profit Sector
Actions to Consider
Analogous Issues in the Nonprofit Sector
Appendix to Chapter 3BOARD EVALUATION OF CEOS IN A NONPROFIT SETTING
4. Evaluating and Replacing the CEO
The Obligation to Decide When New Leadership Is Needed
The Role of a Careful Evaluation Process
The Proper Length of the Leash: Different in the Two Sectors?
Establishing a Set Retirement Date
5. CEO Transitions
Improving the Succession-Planning Process
Recruiting a New Leader: Job Specifications
The Search Process
Personal/Professional Qualifications of Candidates
Graceful Transitions: What Should Be the Ongoing Role of the Former CEO/President?
6. Building the Board
The Size of the Board
Recruiting Board Members: The Context and Process
Recruiting the Right Individuals
Diversity
Independence of Board Members
7. Board Machinery
Committees
Board Deliberations and Dynamics
Executive Sessions
Managing Conflicts of Interest
Confidentiality and the Handling of Leaks
When Resigning Is (and Is Not) the Right Thing to Do
Dysfunctional Board Members, Term Limits, and Mandatory Retirement
Compensation of Directors and Trustees
Board Evaluation
8. Themes
The CEO–Board Partnership
Courage and the Will to Act
Investing in Governance
Are For-Profit and Nonprofit Board Practices Converging?
Rewards for Service on Boards
Notes
Praise
Copyright
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