Preface; 1. A Bit of History: The Board Leaders Who Didn't; 2. Courts, Regulators, and Shareholders Ask: "Who's in Charge Here?"; 3. How SOX Put the Board in Charge; 4. Demanding New Disclosures from the Board; 5. Inventing the Independent Board Leader; 6. Three Models and Three Philosophies of Leadership; 7. A Leader's Role: When Independent Directors Meet Behind Closed Doors; 8. A Leader's Role: Evaluation of the Board and Its Governance; 9. A Leader's Role: Shaping Logistics the Board Actually Needs; 10. A Leader's Role: Liaison with the Board and CEO
11. A Leader's Role: Conducting Board Meetings12. A Leader's Role: Board and Director Education; 13. A Boardroom Reality Check; 14. The Independent Board Chair: In Search of Role Models; 15. The Independent Board Chair: Less Than Meets the Eye; 16. The Independent Board Chair: Taking the Lead; 17. The Combined CEO/Chairman: Coping with New Realities; 18. Lead/Presiding Directors: Giving the Board Its Own Voice; 19. Leading the Board's Committees: Where the Action Is; 20. Governance/Nominating Committees: Teaching the Board to Govern; 21. Audit Committees: Swearing by the Numbers
22. Compensation Committees: Managing the CEO's Paydays23. Board Leadership Pitfalls, or How Hewlett-Packard Fixed Its Leaks; 24. Boardroom Leadership's Unanswered Questions; 25. Tomorrow's Board Leaders; Index
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For generations, the cozy, standard model of boardroom leadership was simple: The CEO was also Chairman of the Board, and directors rubberstamped his initiatives. The 2002 Sarbanes-Oxley Act forced radical change on all U.S. public corporations: The board must now hold sessions without management, key committees have tough new independence rules, and all board members now face an unavoidable legal responsibility to provide truly independent oversight of the corporation. Missteps can put companies and individual directors in serious legal danger. The result is an urgent demand that corporate bo.
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