Boardroom Realities: Building Leaders Across Your Board

526 Pages·2009·2.18 MB·English

by  Jay A. Conger

Praise for BOARDRO OM Re alities
“Authored by a ‘who’s who’ roster of governance experts, Boardroom Realities covers the latest R B
trends in board leadership and performance as well as talent management for the board and the
C-suite—all critical topics for any director serious about board service today.” O B O A R D R O O M
e
—Kenneth Daly, president and CEO, National Association of Corporate Directors
A
“If leadership and effectiveness in the boardroom were important in a more benign environment, a
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they’re absolutely vital in today’s tumultuous times. Boardroom Realities provides a modern and
detailed road map to help steer chairmen, CEOs, and boards through these uncharted governance l Realities
D
waters.”
—Peter Weinberg, partner, Perella Weinberg Partners i
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t
“Jay Conger’s Boardroom Realities offers a unique perspective on governance through leadership,
rather than compliance, and should compel all directors to revisit the focus of board deliberations, i O
especially at this time of unprecedented economic and fi nancial turmoil.” e
—Alison A. Winter, cofounder, WomenCorporateDirectors, O
and a corporate director for Nordstrom, Inc. s
M
“Boardroom Realities is a very comprehensive compilation of useful insights on key issues that
boards must deal with every day. It’s an excellent resource for board members as well as members
of management who must work together to ensure good governance on behalf of shareholders.”
—Ronald D. Sugar, chairman of the board and CEO, Northrop Grumman Corporation
BUILDING
“Jay Conger has collected critical insights and the latest thinking on board leadership from many B U I L D I N G L E A D E R S
of today’s foremost governance thinkers. Boardroom Realities is a must for your board and for any
LEADERS
comprehensive corporate governance library.”
—Ralph D. Ward, publisher, Boardroom INSIDER, and author, The New Boardroom Leaders ACROSS A C R O S S Y O U R B O A R D
YOUR BOARD
THE EDITOR
Jay A. Conger
holds the Kravis Research Chair in Leadership
Studies at Claremont McKenna College. He is the coauthor of Corporate
Boards: New Strategies for Adding Value at the Top, Building Leaders, and
EDITED BY
The Practice of Leadership as well as eleven other books on leadership.
J AY A.
Join Us at www.josseybass.com CONG E R
Josseybass.com
LEADERSHIP
E D I T E D B Y
Register at www.josseybass.com/email
J A Y A . C O N G E R
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Boardroom Realities
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The Kravis Leadership Institute
The Kravis Leadership Institute plays an active role in the
development of young leaders via educational programs,
research and scholarship, and the development of technologies
for enhancing leadership potential.
The Kravis-de Roulet Leadership Conferences
The Kravis-de Roulet Leadership conferences, which began in
1990, are annual leadership conferences funded jointly by an
endowment from Henry R. Kravis and the de Roulet family.
This perpetual funding, along with additional support from the
Kravis Leadership Institute and Claremont McKenna Col-
lege, enables us to attract the fi nest leadership scholars and
practitioners as conference presenters and participants.
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Boardroom
Realities
Building Leaders Across Your Board
Jay A. Conger, Editor
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Copyright © 2009 by John Wiley & Sons, Inc. All rights reserved.
Published by Jossey-Bass
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Library of Congress Cataloging-in-Publication Data
Boardroom realities: building leaders across your board / Jay A. Conger, editor.
p. cm. — (The Jossey-Bass business & management series)
Includes bibliographical references and index.
ISBN 978-0-470-39178-5 (cloth)
1. Directors of corporations. 2. Chief executive offi cers. I. Conger, Jay Alden.
HD2745.B5954 2009
658.4'22—dc22
2008051602
Printed in the United States of America
first edition
HB Printing 10 9 8 7 6 5 4 3 2 1
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The Jossey-Bass
Business & Management Series
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Join Us at
JJoosseybass.com
Register at www.josseybass.com/email
for more information on our publications,
authors, and to receive special offers.
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Contents
About the Authors xiii
Introduction: Leveraging Your Board’s
Leadership Capability 1
Jay A. Conger
Part One: Leadership in Your Boardroom
1. Leadership: The Key to Effective Boards 25
Jay W. Lorsch
2. Why Your Board Needs a Non-Executive Chair 51
Jay A. Conger and Edward E. Lawler III
3. The Joint CEO/Chairperson Leadership Issue
in Sharp Relief 69
Dan R. Dalton and Catherine M. Dalton
4. First Among Equals: Leading Your Fellow
Directors as a Board Chair 85
Katharina Pick
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viii Contents
Part Two: Talent Management Practices
for Your Board
5. Appraising Your Board’s Performance 123
Jay A. Conger and Edward E. Lawler III
6. Getting the Right Directors on Your Board 145
Richard Leblanc
7. Women Directors in the Boardroom: Adding Value,
Making a Difference 197
Sarah Smith Orr
8. Your Board’s Crucial Role in Aligning CEO
Pay and Performance 227
Roger W. Raber
Part Three: CEO Succession: The Challenges
and Opportunities Facing Your Board
9. Managing the CEO’s Succession: The Challenge
Facing Your Board 253
Joseph L. Bower
10. Beyond Best Practices: Revisiting the Board’s Role
in CEO Succession 277
Mark B. Nadler
11. Ending the CEO Succession Crisis 313
Ram Charan
Part Four: Improving Your Board’s
Performance and Impact
12. How Your Board Can Leverage Team Practices
for Better Performance 337
Elise Walton
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