Corporate Boards that Create Value by John Carver

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By John Carver

Here is a well timed inspiration: company forums may still govern their companies, instead of easily condoning the antics of competitive CEOs. whereas such a lot company forums supply their corporation little greater than a bunch designed to rent and aid the CEO, Carver and Oliver define a broader set of tasks for a accountable, greater board, together with the perform of atmosphere administration expectancies and comparing functionality. The essence of this booklet is inside the case the authors make for a main executive officer to exchange the conventional chairman place. the purpose is to create board management that lives a lot in the direction of the organization's administration. hence, rather than a spot among the CEO and the chairman, there may now be an overlap, which might provide the board extra governing relevance. mild studying this is not, yet for these eager about altering company governance (and who isn't really after Enron?), this can be a superb resource.Copyright 2002 Reed enterprise details, Inc.

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All this attention has spurred many boards to make significant improvements. Among these improvements are greater transparency, more independence from management, changes in audit committee composition, and separation of the board chair role and the CEO role. The subject of corporate governance has been opened up as never before, but we make the case in this book that there is yet another, more advanced level of excellence available. Incidentally, in this book we use the words company and corporation interchangeably.

The two appropriate uses of board committees are, first, to research options for full board decisions and, second, to carry out a delegated governance job, such as monitoring performance or arranging for monitoring performance. It is important, of course, that a committee is never given authority that overlaps authority given to management. It is also important that a committee is never given the right to judge management performance against its own, rather than the board’s, criteria. Using committees can save the full board’s time; however, boards should take care that such use does not fragment governance into committee fiefdoms or delude directors who are not on a given committee into thinking that they are relieved of the overall accountability.

Policies are assembled in categories tailored for governing— separating ends from management’s means and from the board’s means. 7. Policies are in regular use—forming an immediately available and frequently referenced document relevant to governance and management, updated as necessary. 8. Policies are generated by the board—not by management for board approval. 9. Policies are current—displaying the accumulation of board values in effect at any given time rather than a sequentially historical record as minutes do.

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