Taking Back the Boardroom

The following sections are included:

• Preface

• Introduction Taking Back the Boardroom: A Director's Call to Arms

• CONTENTS

The following sections are included:

• How the Firm is Defined and Why is that Important for Directors

• How does the Firm Perform its Productive Function?

• The Relationship Between Managers and Shareholders
  • The agency problem
  • Managing the agency problem
  • The external control of the firm
  • External control or the board of directors: which is better?

• The Duties of the Director
  • Discharging your duties as a director

• The Non-Executive Director: Key to Board Independence
  • $64 million question: So what IS director independence?

• Sarbanes-Oxley Act of 2002
  • Personal accountability
  • Enhanced disclosure

• Thinking Points

The following sections are included:

• The Role of the Chairman of the Board

• The Three Responsibilities of the Chair
  • Liaison responsibility
  • Responsibility for the agenda
  • Responsibility for management and board development

• Who can Chair?

• A Summary of the Chair's Priorities

• The CEO and the Board
  • Slow Mover
    • Does good governance pay?
    • Independent directors or O'Reilly's cronies?
    • A man of many interests
  • Putting More Stock in Good Governance
  • Hypothetical
    • Higher premiums for well-run boards
  • Thinking Points

• I'd Like the World to Buy a Coke
  • Dramatic Shift
  • “The Spanish Inquisition”
  • Future Shock
  • “No Sacred Cows”
  • Thinking Points

• In Conclusion

The following sections are included:

• Why is it Important to Talk About Ethics?

• Why Don't We all Simply Behave, as We Would Like Others to Behave?

• The Connection Between Personal and Corporate Ethics
  • Ethical tests for the director

• Creating an Ethical Organization

• How to Avoid Common Pitfalls in ‘Gray-Area’ Decisions

• …And in the Final Analysis

• A Corporate Kleptocracy: The Saga of Conrad Black and Hollinger International
  • Pre-Crisis Period
  • Crisis Period
    • 2001
    • 2002
    • 2003
    • 2004
    • 2005
    • 2006
    • 2007

• A Corporate Kleptocracy
  • Repeated abusive practices
  • Management fees
  • Non-compete payments
  • Unauthorized Transfers of Hollinger Cash
  • Deceitful practices become the norm
  • Personal expenses
  • The efforts to avoid taxation
  • Private company behavior in a public company
  • Repeated disclosure issues

• Evaluating the Board's Conduct

• Thinking Points

The following sections are included:

• The Paradoxes of Corporate Governance

• Understanding Power in the Boardroom

• Organizing to Solve the Paradoxes

• The Principles of Good Structure

• The Principles of Good Process

• The Committee Structure
  • The audit committee: Who watches the watchers?
  • The compensation committee: Paying for performance
  • The nominating committee: Balancing the board
  • The strategy committee: Leadership from the boardroom
  • Specialty committees: When the board comes under fire

• Conclusion

• Thinking Points

• CORE PRINCIPLES OF ACCOUNTABLE CORPORATE GOVERNANCE
  • Introduction
  • Purpose
  • Core Principles of Accountable Corporate Governance
    • Board independence and leadership
    • Board processes & evaluation
    • Individual director characteristics
    • Executive & director compensation
    • Audit integrity
    • Corporate responsibility
    • Shareowner rights
    • Definition of independent director
  • Independent Chair/Lead-Director Position Duty Statement
  • Executive Compensation Policies
    • Structure and components of total compensation
  • Incentive Compensation
    • Equity compensation
    • Use and disclosure of severance agreements
    • Use of “other” forms of compensation
    • Use of retirement plans
  • Thinking Points

The following sections are included:

• The Relationship Between Ownership, Control and Board Function

• The Family Business Board

• The Closely Held Corporate Board

• The Multinational Subsidiary Board

• Dealing With Takeovers
  • What to do during a takeover

• Mini Case Study⁴³ Example of a Shareholder Rights Plan from USX Corporation^44,45
  • After the takeover
  • Preventing takeovers

• The Jeremiah Brown Electric Wire and Cable
  • The company
  • The industry
  • Governance and the board of directors
  • Current situation

• Thinking Points

• Conclusion

The following sections are included:

• References and Further Readings

• Appendix: Abstracted Codes of Conduct

• OECD Principles of Corporate Governance
  • Preamble
    • The rights of shareholders
    • The equitable treatment of shareholders
    • The role of stakeholders in corporate governance
    • Disclosure and transparency
    • The responsibilities of the board
  • Annotations to the OECD Principles of Corporate Governance
    • The rights of shareholders
    • The equitable treatment of shareholders
    • The role of stakeholders in corporate governance
    • Disclosure and transparency
    • The responsibilities of the board

• Abstracted Cadbury Code

• Abstracts from Title III and Title IV of the Sarbanes-Oxley Act of 2002
  • Title III — Corporate Responsibility
  • Title IV — Enhanced Financial Disclosures
  • Title IV — Enhanced financial disclosures

• Index