Companies like Enron, WorldCom, and Siemens have defined the dark side of the corporate world in the 21st century. This timely book is designed to address the diverse requirements of directors and heightened investor awareness, with an intelligent and comprehensive presentation of the structure and practice of boardroom management. The second edition takes account of recent developments like the Sarbanes-Oxley Act of 2002, codes of conduct promulgated by non-government organizations and institutional investors, debates over the audit committee''s roles and responsibilities, and new cases illustrating the problems facing directors as they negotiate the twin challenges of global competition and social responsibility. It walks readers through the legal and philosophical theories of corporate governance, translates these into practical implications for boardroom practices, and guides managers and directors on how to build their own frameworks for considering ethical and strategic issues that routinely appear in the boardroom. The practical approach is complemented by numerous illustrations and cases at the end of each chapter for discussion and self-appraisal. Sample Chapter(s). Introduction (44 KB). Chapter 1: Taking Back the Boardroom: Understanding your Dutiesas a Director (113 KB). Contents: How the Firm is Defined and Why is That Important for Directors; The Relationship between Managers and Shareholders; The Duties of the Director; The Non-Executive Director: Key to Board Independence; The Role of the Chairman of the Board; The Three Responsibilities of the Chair; Why is it Important to Talk About Ethics?; Creating an Ethical Organization; How to Avoid Common Pitfalls in ''Gray-Area'' Decisions; The Paradoxes of Corporate Governance; Understanding Power in the Boardroom; The Principles of Good Structure; The Principles of Good Process; The Committee Structure; The Family Business Board; The Closely-Held Corporate Board; The Multinational Subsidiary Board; Dealing with Takeovers. Readership: Advanced undergraduate and graduate students in corporate governance, practicing directors and soon-to-be directors, managers, management consultants and boardroom advisers.

A powerful story touched with family trauma, deprivation, and adversity balanced by a life of hard work and philanthropy! On the Road Less Traveled is the inspirational story of Edmund A. Hajim, an American financier and philanthropist who rises from dire childhood circumstances to achieve professional success and personal fulfillment. At age three, Hajim is kidnapped by his father, driven from St. Louis to Los Angeles, and told that his mother is dead. His father soon abandons him in order to seek employment—mostly in vain—leaving his son behind in a string of foster homes and orphanages. This establishes a pattern of neglect and desertion that continues for Hajim’s entire childhood, forever leaving its mark. From one home to another, the lonely boy learns the value of self-reliance and perseverance despite his financial deprivation and the trauma of being an orphan. As time passes, Hajim displays a powerful instinct for survival and a burning drive to excel. A highly motivated student and athlete, he earns an NROTC college scholarship to the University of Rochester; serves in the United States Navy; works as an application research engineer; then attends Harvard Business School, where he finds that the financial industry is his true calling. So begins his rapid ascent in the corporate world, which includes senior executive positions at E. F. Hutton, Lehman Brothers, and fourteen years as CEO of Furman Selz, growing the company more than tenfold. He also creates a happy and abundant family life, though he never forgets what it means to struggle. At age sixty, he is reminded of his painful past when a family secret emerges that brings the story full circle.

A success-driven CEO goes on a year-long journey of self-discovery in Bali in this memoir about rediscovering what’s truly important. A hard-charging CEO of a large enterprise, Ben Feder discovers that he is losing the very things that sustained him over his years of business success. Unsettled by his insight, he becomes determined to rebuild family relationships and rejuvenate his sense of purpose. Risking his career, Feder left New York with his wife and children and set off on a self-prescribed sabbatical year. That experience transforms them all. As Feder navigates the thrills and pitfalls of his time away, he draws readers into remarkable examinations of modern values and modern life. Take Off Your Shoes is Feder’s candid and personable account of a journey across the world, and within himself.

Companies like Enron, WorldCom, and Siemens have defined the dark side of the corporate world in the 21st century. This timely book is designed to address the diverse requirements of directors and heightened investor awareness, with an intelligent and comprehensive presentation of the structure and practice of boardroom management.The second edition takes account of recent developments like the Sarbanes-Oxley Act of 2002, codes of conduct promulgated by non-government organizations and institutional investors, debates over the audit committee's roles and responsibilities, and new cases illustrating the problems facing directors as they negotiate the twin challenges of global competition and social responsibility. It walks readers through the legal and philosophical theories of corporate governance, translates these into practical implications for boardroom practices, and guides managers and directors on how to build their own frameworks for considering ethical and strategic issues that routinely appear in the boardroom. The practical approach is complemented by numerous illustrations and cases at the end of each chapter for discussion and self-appraisal./a

Distinguished governance experts offer cures for what ails our boards of directors In light of corporate malfeasance in recent years, the governance of corporations has been receiving great attention from regulators, researchers, shareholders, and directors themselves. Based on Richard Leblanc's in-depth five-year study of 39 boards of directors of both for- and not-for-profit organizations, Building a Better Board goes behind the scenes to reveal the inner workings of boards of directors, including how they make decisions. Recently chosen as one of Canada's "Top 40 Under 40"(TM), Dr Richard Leblanc is an award-winning teacher and researcher, certified management consultant, professional speaker, professor, lawyer and specialist on boards of directors. He can be reached at [email protected]. James Gillies, PhD (Toronto, Ontario, Canada), is Professor Emeritus at the Schulich School of Business, York University, where he serves as Chair of the Canada-Russia Corporate Governance Program.

Throughout the 20th century, American corporations were governed by autocratic, almost unaccountable chief executives. Their word was law and the only check on their power was a board of directors composed of their friends and allies. Then, in a stunning reversal, a momentous series of firings deposed the heads of some of the world's best-known companies: AIG, Morgan Stanley, Boeing, Hewlett-Packard and Pfizer, just to name a few. Formerly unchallenged CEOs found themselves under fire, often from their own handpicked boards. The number of deposed executives is astonishing. In 2004, the leaders of 600 companies were asked to leave. That number more than doubled in 2005 and reached 1,400 companies in 2006. Flexing new muscles, directors are assuming new and unfamiliar responsibilities. In Revolt in the Boardroom, Alan Murray reveals the inner workings of the new seat of power. Using the access afforded to him by his influential Wall Street Journal column, Murray tells the story of three seminal board revolts—the now-famous Hewlett-Packard drama, the ousting of Boeing's Harry Stonecipher and the end of the reign one of the world's most autocratic executives, Hank Greenberg at AIG. Murray goes further to chart the history of the corporation, the rise of governance and the effects of the new power gained by outside institutions like hedge funds and interest groups. Through it all, Murray shows how the job of chief executive has rapidly and permanently changed. Leaders like A. G. Lafley and Jeff Immelt govern instead of rule, build alliances and support instead of dictating direction and pay careful attention to a broader range of stakeholders than ever before. Revolt in the Boardroom is the first look at the new world of corporate power and the last word on the transformational events of the last two years.

This title has been written for corporate directors and policymakers interested in becoming more effective and improving corporate governance. It looks at global trends in corporate governance, and is replete with examples, case studies and practical advice.