After a series of accounting scandals, humbled top executives - willingly or not - are scrambling to respond to perhaps their greatest challenge ever: restoring faith to investors who feel cheated by them. Experts agree that CEOs now must rethink how they do business in ways never seen before. In this new corporate environment comes a new attitude and, most importantly, a new plan for corporate governance. It is a plan for governance that involves a significant shift in power, from an age when the CEO was often the de-facto leader, to the board, particularly outside directors, operating as a cohesive team, independent of the CEO, with strong and critical oversight. It is a plan that has already been tested on arguably the most powerful company in the world, and its lead author unveiled it at three Fortune magazine conferences in 2002-3.

This book challenges boards on formerly taboo topics: wresting control from the CEO, causing constructive conflict in the board room, board insurance, and more. It will include practical, no-nonsense advice from those leading this charge and an eyewitness account of how the best are moving to this model to ensure their own future success.

About the Author
Ram Charan is co-author (with Larry Bossidy) of 2002's runaway bestseller Execution (400,000 copies sold since June 2002.) He is a highly sought-after advisor to corporations, boards, CEOs, and senior executives in companies ranging from start-ups to the Fortune 500, including GE, Dupont, EDS, and Colgate-Palmolive. He is also author of What the CEO Wants You to Know and Boards That Work, and co-author of The Leadership Pipeline and Every Business is a Growth Business. Dr. Charan has taught both at the Harvard Business School and the Kellogg School of Northwestern University.

Table of Contents

Introduction: Advancing the Practice of Corporate Governance.

Part One: Boards in Transition.

• The Three Phases of a Board's Evolution.
• What Makes a Board Progressive.

Part Two: The Three Building Blocks of Progressive Boards.

• Group Dynamics.
• Information Architecture.
• Focus on Substantive Issues.

Part Three: Contributions That Count.

• The Right CEO and Succession.
• CEO Compensation.
• The Right Strategy.
• The Leadership Gene Pool.
• Monitoring Health, Performance, and Risk.

Part Four: Maintaining Momentum.

• Board Operations.
• Working with Investors.
• Conclusion: Leveraging the Board for Competitive Advantage.
• Appendix A: Sample Strategy Blueprint.
• Appendix B: The Research Agenda.
• Acknowledgments.
• Index.