Table of Contents


Introduction: Unraveling the Governance Mystery
Part I: The System and How it Came to Be
Chapter 1: How Our Governance System Began
Chapter 2: The Emergence of the Corporation in United States
Chapter 3: Post–World War I Developments
Chapter 4: The Glow Following World War II
Chapter 5: Shifting Dynamics from 1970 to 2000
Chapter 6: Post-2000 Intensification of Focus on the Board
Part II: The Players and Capital Market Forces
Chapter 7: The Rise of Independent/Disinterested Directors
Chapter 8: The Rise of Institutional Investors
Chapter 9: The Impact of The Great Inflation
Chapter 10: Mortgage Backed Securities and Structured Products Conundrums
Chapter 11: The Aftermath of the Abyss
Chapter 12: The Rise of Leveraged Buyouts, High Yield Bonds, and Private Equity Investment
Chapter 13: The Rise of Hedge Funds and Emergence of Aggressive Activism
Chapter 14: The Evolution of the New York Stock Exchange
Part III: The Role of the Board
Chapter 15: Clarifying the Rights and Roles of the Board and the Shareholders
Chapter 16: Assessing the Proliferating Policies and Principles
Chapter 17: Considering the Proposed New Paradigm
Part IV: Doing the Job
Chapter 18: Review Issues for Boards to Address Highlighted by NYSE
Chapter 19: Establish the Appropriate “Tone at the Top”
Chapter 20: Choose the CEO Wisely and Actively Plan for Succession
Chapter 21: Develop a Strong Organizational Framework
Chapter 22: Tailor Board Work to the Company
Chapter 23: Focus Intently on Compensation
Chapter 24: Seek Wisdom, Courage and Breadth of Experience in Director Recruitment
Chapter 25: Actively Evaluate Board Performance to Constantly Improve
Chapter 26: Manage Risk Effectively
Chapter 27: Independently Evaluate the Impact and Execution of Transactions
Chapter 28: Communicate Clearly, Consistently and Constantly
Part V: Hazards and Their Navigation
Chapter 29: Address Individual Hazards and Personal Fear
Chapter 30: Navigate Corporate Hazards and Distressed Situations
Chapter 31: Recognize and Rectify Hazards of Board Process
Chapter 32: Know that Steady, Purposeful Work is the Antidote
Chapter 33: Survive Success and Relentlessly Build Resilience
Conclusion: Own the Role and Build the Future

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