Foreword vii
Jay W. Lorsch

Preface ix

Part One: Board Leadership and Dynamics

1 A Blueprint for Building Better Boards 3

2 Board Composition 27

3 Director Performance 46

4 Board Leadership: Structures and Roles 67

5 Board Work Processes 84

6 The Role of Leaders in Shaping Board Culture 104

Part Two: Critical Areas of Work

7 Engaging the Board in Corporate Strategy 129

8 CEO Performance Evaluation 149

9 The Board’s New Roles in CEO Succession 172

10 The Board’s Role in Corporate Crises 192

11 Board Assessment 212

Part Three: Emerging Issues Outside the United States

12 Special Issues in Corporate Governance in Canada 233

13 U.K. Corporate Governance 254

Conclusion: Recommendations for Building Better Boards 273

Appendix: 2004 NACD Blue Ribbon Commission on Board Leadership 279

Notes 283

References 288

Acknowledgments 293

The Authors 295

Index 300

About the Author

The Editors

David A. Nadler is chairman of Mercer Delta Consulting. He is the author or editor of fourteen books, including Champions of Change, Discontinuous Change, Executive Teams, Competing by Design, and Organizational Architecture.

Beverly A. Behan is a partner in the corporate governance practice of Mercer Delta Consulting. She has worked with more than fifty boards in the United States and Canada.

Mark B. Nadler is a partner in and the executive editor of Mercer Delta Consulting, overseeing the firm's publications and consulting to senior executives on communication issues.

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About the Author