Claiming Your Place at the Boardroom Table: The Essential Handbook for Excellence in Governance and Effective Directorship

Foreword ix

Acknowledgments xii

Introduction xiii

Part 1: Your First Board

How Do You Find That First Seat at the Boardroom Table? 3
What Is Governance? 7
Nothing More Challenging 8
Types of Board Opportunities 10
What Does It Take to Become a Director? 19
Joining My First or Next Board of Directors 22
Director Searches from a Skills-Driven Process 27

Part 2: Being an Effective Director

Who Owns and Controls a Corporation? 39 Don’t be Sleazy, Sloppy, or Naïve 44
Independence and Independent-Minded 47
Conflicts of Interest and Related-Party Transactions 55
The Role of the Board of Directors as a Whole 61
Tools and Techniques for Protecting Directors from Liability 64
Nine Simple Low-Cost Tips for Liability Protection 72
Your First Big City Board Meeting and a Major Test 76

Part 3: The Royal Road to Exemplary Directorship

The Impact of Sarbanes-Oxley Act (SOX) and Dodd-Frank Act on Board Committees 84
Board Tools and Structures to Improve Committee Performance 85
Specific Committees in Action 87
Other Board/Committee Efficiency Issues and Tools 114
Case Study: New Era Faces the Future 123

Part 4: The Importance of Finance to Exemplary Directorship

Audits 137
The Committee of Sponsoring Organizations (COSO)and Enterprise Risk 146
Overview of Financial Statements 150
Form 10-K, MD&A, CD&A, Form 8-K, Annual Report and Key Financial Ratios 152
The Numbers Don’t Lie 161

Part 5: Public Company Reporting

American Securities Regulation and the SEC 173
Sarbanes-Oxley Act (SOX) and Greed in America 177
Financial Accounting Standards Board (FASB) 180
Public Company Accounting Oversight Board(PCAOB) 182
Proxy Advisory Services 184
Case Study: General Motors Gets a New CEO 191

Part 6: Achieving Excellence in Governance Best Practices in Governance

Benchmarking 211
CEO Commitment and Board Leadership 214
Governance Evaluations and Improvement 217
Board and CEO Succession Planning Today 223
Case Study: Directors Who Made a Difference at Ford Motor Company 228

Part 7: Activist Shareholders and Their Role in Governance

Why Do Activist Shareholders Take on Public Companies? 237
Activist War Stories and Board Battles 242
If It Is Not Working at the Top 253
Case Study: Pre-paid Legal Services, Inc.,and the SEC 256

Conclusion: Claiming Your Place at the Boardroom Table 263

Notes 269

Index 282

THE QUICK-ANSWER GUIDE TO YOUR CORPORATE GOVERNANCE QUESTIONS

Serving on a corporate board isn't what it used to be. In today's complex business landscape, meaningful corporate governance requires solid skills in problem-solving, relationship-building, crisis management, leadership development, management oversight, and much more.

Written for both seasoned and first-time directors, Claiming Your Place at the Boardroom Table is a roadmap to becoming a highly knowledgeable and effective board member. Whether you’re dealing with intricate business regulations, powerful personalities, crucial audits, or the many other challenges that come with serving on a board, you’ll find all the information and insights you need in these pages.

Written by experts in the field, Claiming Your Place at the Boardroom Table covers:

• The essential objectives of the corporate board
• An overview of effective corporate board service
• Securing an invitation to your first corporate board
• Positioning to join your next or ideal corporate board
• Understanding financial issues board members must cover
• All the critical information you need to know about public company reporting
• Proven ways to be a leading member of any board you serve on

Packed with real-life case studies illustrating the best of the best practices, Claiming Your Place at the Boardroom Table helps you identify and navigate nuances that will make all the difference in becoming an outstanding board member. Fascinating discussions of legal cases, reporting requirements, regulatory matters, reputational risks, and lessons on all the overarching fiduciary duties of directors are included.

Being a member of a corporate board can be a remarkably rewarding journey both professionally and personally--if you go in with the right attitude, skills, knowledge, and instincts. Claiming Your Place at the Boardroom Table takes you step by step down this exciting path to make it the most enriching experience it can be.

PRAISE FOR CLAIMING YOUR PLACE AT THE BOARDROOM TABLE:

"An excellent resource tool for all directors--a book that I know will be a "go-to" book for both new and seasoned board members." -- Margaret M. Foran, Chief Governance Officer, VP & Corporate Secretary, Prudential Financial, Inc.; Director, Occidental Petroleum, Inc.; former Chairman, Society of Corporate Secretaries and Governance Professionals

"A terrific handbook for every executive and director looking to achieve excellence in governance, and a great read." -- Benjamin F. (Tad) Edwards IV, Chairman, CEO and President, Benjamin F. Edwards & Co., Director Cass Information Systems, Inc.

"Practical and substantive; directors will find useful and productive. Bakewell is an expert who earned the right to share with influence and impact." -- Nido Qubein, President, High Point University; Chairman, Great Harvest Bread Company; Director, BB&T, La-Z-Boy Corporation, and Dots, LLC

"Rarely does a book have insights to offer to such a wide range of people. For first-time directors, experienced directors, up and coming executives, academicians, and investors, it is a must-read." -- James S. Turley, former Chairman and CEO, Ernst & Young; Director, Citigroup, Emerson Electric Company, and Boy Scouts of America; and Trustee, Rice University

"Tom Bakewell has been active in the governance community for many years. His wisdom and insights, presented here, are entertaining, informative, and clearly worth the read for both the new and veteran director. Don't miss it!" -- Professor Charles Elson, Director, Weinberg Center for Corporate Governance, University of Delaware; Director, HealthSouth