Putting the Corporate Board to Work

Courtney C. Brown

Publisher: MacMillan, 1976

ISBN: 0-02-904760-9

Synopsis:

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Table of Contents:

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1. Are Governing Boards Necessary?
• The Role of the Corporation
• Social Criticism and the Corporation
• Should Boards Be Eliminated?
• Why Corporations Need Boards
• The Board and the Social Role of the Corporation
• A Different Reason for Strengthening the Board
• Governing Boards Are Necessary
2. Governing Boards of Business Corporations
• One-Man versus Consensus Management
• The Legalities of Transition
• The Election of Board Members
• The Termination of Board Membership
• The Four Ps" Identify the Board's Concerns
• The Board's Role in Social Responsibility
• Clarification and Collaboration of Board and Management Functions
• How Much Independence?
3. A New Job for the Chairman
• The Functions of the Chairman
• Specific Tasks of the Chairman
• Informing the Board
• The Chairman as External Communications Officer
• The Proxy Process
• The Chairman's Job
4. A Full Job for the Chief Executive Officer
• The Duties of a Chief Executive Officer
• The Organizational Structure of the Corporation
• The Increasing Operational Demands on the Chief Executive Officer
• The Demands of the Corporation's External Environment
• Consensus Management in the Corporation
5. Organizing the Working Board
• The Executive Committee
• The Finance Committee
• The Audit and Corporate Organization Committee
• The Conflict of Interests and Legal Affairs Committee
• The Compensation and Pension Committee
• The Personnel, Management Development, and Succession Committee
6. The Composition of the Board
• The Supply of Competent Directors
• The Supply of Director-time
• The Size of Boards
• Other Sources and Non-Sources of Directors
• Co-determination: A Form of Labor Representation
• Interest Group Directors Evaluated
• Government Representatives
• The Potential of Non-Business Directors
• Accountants, Bankers, and Lawyers as Board Members
• Former Corporate Officers
7. Future Prospects of the Board of Directors
• The Basic Distinction between the Board and Management
• The Transition to Separate Membership of the Board and Management
• A New Concept of the Board Chairman
• Board Committees: Their Commitments and Compensation
• Board Independence
8. Notes on Governing Boards of Not-for-Profit Corporations
• Mutual Insurance Companies and Savings Banks
• Colleges and Universities
• Hospitals
• General Welfare Foundations
• Conclusions