Universidad Tecnológica de El Salvador
Building Better Boards
Book

Building Better Boards

A Blueprint for Effective Governance

David A. Nadler, Beverly A. Behan and Mark B. Nadler
Jossey-Bass, 2005
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Editorial Rating

6

Qualities

  • Applicable

Recommendation

Consultants David A. Nadler, Beverly A. Behan and Mark B. Nadler are experts on how boards of directors work. In fact, they may be boosting their consulting business just a bit by noting their expertise a few times but they offer solid concepts. They emphasize key ideas, such as the need to choose board members who speak their minds and have the stomach to change a corporation’s culture. They warn that members of most boards don’t work well together. Worse still, people who don’t know anything about a company’s industry can still end up on its board. The authors delve into considerable detail, which getAbstract believes is a big plus for board members who seek specific information, such as how to conduct a CEO review or manage a crisis, but which may leave general readers not only outside the boardroom, but glad to be in the lobby drinking coffee.

Summary

No More Rubber Stamps

Dominant corporate CEOs once saw their boards as the rubber stamps they needed to implement their favorite programs. Changes in corporate governance standards, company scandals in Europe and the U.S., and new challenges to executive authority have altered that attitude. Shareholders and the public now question what corporate boards should do for their companies and how they should manage their relationships with executive management. Boards can deal with this increased scrutiny either by providing the minimum oversight mandated by the stock exchanges and various regulatory bodies, or by making a more significant contribution to their corporations by exercising their collective experience and expertise. Under the old minimum standard approach, the board oversaw the audit committee and the ethics code, but little else.

In the latter, more challenging structure, the board’s insights supplement the CEO’s executive decision making. That is easier described than done. Most board members don’t work well together given their varied individual levels of expertise. While this sounds like common sense, various corporate war stories (Enron, Tyco, WorldCom...

About the Authors

David A. Nadler is chairman of Mercer Delta Consulting, and the author of Champions of Change, Executive Teams, Competing by Design and Organizational Architecture. Beverly A. Behan and Mark B. Nadler are partners in Mercer Delta Consulting.

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