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Corporate Boards That Create Value

Governing Company Performance from the Boardroom

John Carver and with Caroline Oliver

Wiley, 2002

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One common thread has connected the companies involved in the recent spate of high-profile corporate bankruptcies and scandals: The failure of boards of directors to control management. John Carver, an international consultant on corporate governance, explains the role of the board of directors and defines the proper relationship between the board and top management. To summarize: The board commands; management obeys. Since this is all too often not the case, getAbstract.com strongly recommends that everyone in business read this book for its essential advice on strengthening the authority and accountability of corporate boards of directors.

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Board of Commanders

Boards of directors are coming under increasing pressure to exercise their authority over corporate management. The oversight of an active board of directors, which has been lacking in many recent high-profile business scandals, is the heart of corporate governance. If you agree to sit on a corporate board, you must accept the responsibility to assert yourself into operations that, in all to many cases, have been considered the sole province of management.

The Policy Governance Model presented in this Abstract is designed to help you meet the need for both an assertive board and strong management. Central to this model is the distinction between governance and management. It is best to view governance as a function of ownership existing apart from management. Essentially, the board acts as an agent of ownership to exercise authority over management. The board must be an active and independent link in the chain of authority that goes from owners to operators. In order to fulfill this function, it must be composed of commanders, not advisers. This is not to say that management should, or can, be weak. Instead, the board should delegate authority in...

About the Authors

John Carver is an internationally known creator of the Policy Governance Model, considered a breakthrough in board leadership. He is the author of John Carver on Board Leadership, and Boards That Make a Difference, and co-author of Reinventing Your Board and A New Vision of Board Leadership. Caroline Oliver is the general editor of The Policy Governance Fieldbook and a founder and current chair of the International Policy Governance Association.

Corporate Boards That Create Value

Governing Company Performance from the Boardroom

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Board of Commanders

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