Owning Up: The 14 Questions Every Board Member Needs to Ask

Foreword by Jack Krol vii

What Boards Need Now ix

1. Question 1. Is Our Board Composition Right for the Challenge? 1

2. Question 2. Are We Addressing the Risks That Could Send Our Company over the Cliff? 19

3. Question 3. Are We Prepared to Do Our Job Well When a Crisis Erupts? 33

4. Question 4. Are We Well Prepared to Name Our Next CEO? 41

5. Question 5. Does Our Board Really Own the Company’s Strategy? 57

6. Question 6. How Can We Get the Information We Need to Govern Well? 73

7. Question 7. How Can Our Board Get CEO Compensation Right? 85

8. Question 8. Why Do We Need a Lead Director Anyway? 101

9. Question 9. Is Our Governance Committee Best of Breed? 117

10. Question 10. How Do We Get the Most Value out of Our Limited Time? 127

11. Question 11. How Can Executive Sessions Help the Board Own Up? 137

12. Question 12. How Can Our Board Self-Evaluation Improve Our Functioning and Our Output? 149

13. Question 13. How Do We Stop from Micromanaging? 163

14. Question 14. How Prepared Are We to Work with Activist Shareholders and Their Proxies? 173

About the Author 187

Acknowledgments 189

Index 191