Notes on contributors vii Foreword by Miles Templeman, Director General, Institute of Directors xi Acknowledgements xiii Introduction 1 1. The board's proper role 5 The board's purpose 5 Directing, not managing 12 The board's key tasks 18 Governance 20 Decision making 22 Chapter checklist 24 2. Focusing on strategic issues 27 Anticipating the future 27 Corporate culture and values 32 Thinking and acting strategically 35 Agreeing objectives, strategies and plans 39 Chapter checklist 45 3. Monitoring the enterprise 47 Delegating proper authority 47 Seeing the wood through the trees 52 Agreeing performance indicators and controls 54 Handling successes and failures 58 Chapter checklist 62 4. Shareholders, stakeholders and other concerns 64 Considering risk and reputation 64 Compliance and ethics 72 Accountability and responsibility 76 Communications and relationship management 79 Chapter checklist 84 5. Board composition 87 Attributes needed around the board table 87 Getting the balance right 97 Board size and structure 101 Choosing directors 104 Planning and managing changes 111 Chapter checklist 113 6. Managing the board's business 115 Planning board meetings 115 Conducting board meetings 128 Boardroom behaviour 134 Using committees of the board 137 Chapter checklist 140 7. Managing board relationships 143 Credibility, personalities, power and politics 143 Working with the chief executive or managing director 154 Combining the roles of chairman and chief executive/MD 159 Working with the non-executive directors 162 Chapter checklist 167 8.

Assessing and improving effectiveness 169 Attributes of the successful chairman 169 Raising standards of board effectiveness 175 Assessing directors' performance 178 Developing individual directors and the board 183 Chapter checklist 187 Appendix 1: Legal duties, liabilities and good practice 188 Appendix 2: Corporate governance issues and the Combined Code on Corporate Governance familiarization 200 Some publications on Corporate Governance 215 Corporate Governance - useful web links 217 References 218 Index 220.