Chairing the Board
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Chairing the Board

A Practical Guide to Activities & Responsibilities

John Harper
Kogan Page, 2005
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Editorial Rating

7

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  • Applicable

Recommendation

John Harper offers a worthwhile, if dry, look at a topic that is too rarely addressed in business literature, namely, how to create, structure and operate a board of directors. Among the book’s most useful features are first-person sidebars from well-known directors and business leaders, who offer practical advice on key topics. The appendices are also informative, focusing on corporate governance issues and the legal best practices every board member should know. Written with the interests of board chairmen foremost in mind, this book provides a thoughtful look at the major issues likely to confront any board. Although you may have to search hard to find anything novel in its approach, perhaps that’s appropriate, given the inherently cautious and conservative nature of most boards. getAbstract.com recommends this book to anyone who wants to improve corporate governance, particularly those who serve on boards of directors.

Summary

Mixed Signals

Surprisingly, many board members aren’t really sure what they’re supposed to be doing. Sometimes they’re confused about the proper role of the board - that is, which matters management should decide and which are the board’s bailiwick.

As board chairman, you should make sure all board members clearly understand their duties. Point out that they all have at least one thing in common: they share a legal responsibility to look after the company’s best interests. The board’s job is to ensure that the company prospers; but they must accomplish this goal by directing rather than managing. If you burden the board with routine operational matters, it will be unable to perform its strategic duties. Invite board members to decide which matters they intend to address and which ones they want to delegate to management. Then list those activities that the board intends to reserve for itself. This list, called "the board’s reserved powers," determines the board’s role.

Defining its responsibilities is one of the most important challenges facing any board. Anything affecting the company’s long-term economic viability or reputation is proper for the board to consider...

About the Author

John Harper has sat on more than 30 corporate boards, as chairman, chief executive, executive director and nonexecutive director. He was professional development director at the Institute of Directors, where he conducted courses on proper board practices.

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