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Featured Article

Checklist for dealing with nonperforming directors
Redirecting, deselecting, or not recruiting troublesome directors in the first place have become far more important tasks for the board.


By Ram Charan, Dennis Carey, and Michael Useem, authors of “Boards That Lead”

Almost all directors look promising before they enter the boardroom, but not all perform equally well once inside. In our experience, as many as half of Fortune 500 companies have one or two dysfunctional directors. Not infrequently, an intimidated management ends up kowtowing, fine-tuning its presentations in the boardroom to anticipate the difficult director’s reactions or consulting with the director in time-consuming ways accorded to no others. It becomes a drain for everyone involved — except the dysfunctional director. Let us be clear. We are not critical of directors who disagree with management strategy or voice alternative directions. We are not even talking about hostile directors sometimes forced onto the board by a hedge fund trying to take control of a company or about partisan factions that have formed for whatever reason.

Pictured in photo, left to right: Dennis Carey, Ram Charan and Michael Useem

Pictured in photo, left to right: Dennis Carey, Ram Charan and Michael Useem

Dysfunctional directors have their own modus operandi. Some see themselves as the smartest person in the room, others seek recognition, and still others are frustrated would-be CEOs.

Into Dark Alleys

Whatever their personal motives, they tend to micromanage or take boardroom discussions down dark alleys. We have seen a director interrupt the first five minutes of a CEO’s boardroom presentation and sour the mood of both board and management for the remainder of the day.

The result is to impair, even negate, a board’s capacity to lead the firm. As in any group, a dysfunctional member can sabotage the entire team.

Read More…

In the Current Issue:

3rd Quarter 2014 cover

Third Quarter 2014

 

Invited to Join a Bank Board?
There are compelling reasons to accept, but sobering risks come with the role.

Antidotes To a Board's Going Stale
Boards must constantly self-renew because great governance requires directors who are on top of their game.

Board Vetting in the Digital Age
The definition and mechanics of ‘background checking’ have changed over the years, but the guiding principles of full and forthcoming disclosure remain the same.

In This Month's e-Briefing:
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Governance Book of the Year: “Boards That Lead”
Our selection is a compelling account of a new leadership model for the modern corporation.


By Jim Kristie

Just as I had finished up last month’s e-Briefing, the Financial Timescame out with its short list for the best business book of the year. The winner will be announced later this month.

We have our own best business book award here at Directors & Boards — for the best governance book of the year. The winner in 2013 was “Boards That Lead,” by Ram Charan, Dennis Carey and Michael Useem. We announced it in the Governance Year in Review special issue.

Boards That Lead CoverPublished by Harvard Business Review Press in December 2013, “Boards That Lead” came in right under the wire for consideration as the top governance book for 2013. It was the clear champion. Subtitled “When to Take Charge, When to Partner, and When to Stay Out of the Way,” the book offers a compelling account of a new leadership model for the modern corporation — one in which decisions that once belonged solely to the CEO are now being shared with the board as directors take on greater leadership roles in the organization. Adding even greater value, “Boards That Lead” tells the inside story behind the successes and pitfalls of this new leadership model.

Readers of the print edition of Directors & Boardshave already gotten a good sense of the book’s content and value from an excerpt that we published in the First Quarter 2014 issue and from an interview with co-author Mike Useem that was a key feature of the Governance Year in Review issue.

To give our e-Briefing readers a taste of the book, we include as the Article of the Month in this November newsletter a few key passages from the published excerpt, and revisit the Q&A with Mike Useem as this month’s Columnist spotlight.

This is the fourth year that Directors & Boards has chosen a Governance Book of the Year. Our initial designation went to 2010’s “Money for Nothing,” by John Gillespie and David Zweig, an excoriating analysis of the state of corporate governance — as its subtitle reveals: “How the Failure of Corporate Boards Is Ruining American Business and Costing Us Trillions.” Whew!

Our best book for 2011 was a less harsh visit inside corporate boardrooms, “Great Companies Deserve Great Boards,” by Beverly Behan — subtitled, “A CEO’s Guide to the Boardroom.” And in 2012 we selected for honors, “The Shareholder Value Myth” by Lynn Stout — a return to the dark side of governance, as per its subtitle: “How Putting Shareholders First Harms Investors, Corporations, and the Public.”

All are worthy of close reading, and if our Governance Book of the Year designation helps bring each of these works a bit more attention then we are pleased to be in a position to accomplish that.

As always, I welcome your comments at jkristie@directorsandboards.com.

Jim Kristie is the editor and associate publisher of Directors & Boards.


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Events of Interest to Directors

December 4-5, 2014
KPMG’s 24th Annual Accounting and Financial Reporting Symposium provides corporate executives with the latest insights, thought leadership and newest information on critical issues and developments affecting financial decision making, including year-end reporting activities. Pulitzer Prize-winning journalist Bob Woodward will serve as a keynote speaker for this CPE-eligible program. Sessions will include implementing the new revenue recognition standard, current FASB developments, accounting for leases and financial instruments, as well as sessions on managing risk, COSO, an SEC update, and a Washington outlook. The program will be held at the Venetian Hotel in Las Vegas. Visit KPMG’s Symposium website to learn more and to register.

December 18, 2014
The Yale CEO Leadership Summit will be held at the Waldorf-Astoria Hotel in New York. Under the direction of Prof. Jeffrey Sonnenfeld, senior associate dean of executive programs at Yale School of Management and founder, president and CEO of The Yale Chief Executive Leadership Institute, the program brings together prominent CEOs and other business and market leaders for highly interactive peer-driven educational discussions. This session's theme is "The Global CEO and Local Sensitivities: Leading at Once as Diplomat, Patriot, Entrepreneur, Financier, and Indistrialist." For more information, email Joe DeLillo at joseph.delillo@yale.edu or visithttp://celi.som.yale.edu.

See all events.


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