Corporate Boards That Create Value (Jossey-Bass Business & Management)

"We have waited long for a book which analyzes the roles of boards from first principles. The Policy Governance model fills that bill and thereby makes a fundamental contribution. For the first time, we are offered a fully integrated and coherent system of governance, a significant advance in management thinking, as near a universal theory of governance as we at present have."

--from the Foreword by Sir Adrian Cadbury

"Corporate Boards That Create Value fills a large need. This book sets forth a clear, convincing, and comprehensive framework for corporate governance. It is well written and leaves the reader with that most rewarding sensation-'I've got it, I understand it, it's right.' A must-read."

--Robert A. G. Monks, founder of Institutional Investor Services and the investment fund LENS, and author of The New Global Investors

"Dr. Carver's ideas-his Policy Governance model-on how boards should work makes an unparalleled contribution to this essential subject."

--Judith C. Hanratty, company secretary, board of directors, BP-Amoco, London

"John Carver and Caroline Oliver put forth a powerful and compelling process for board governance that indeed challenges our paradigms in today's environment . . . . The absence of a governance model as described in this book is a significant failing of the boards of directors as a body."

--Earnest W. Deavenport, retired chairman and CEO, Eastman Chemical Company; past chairman, National Association of Manufacturers, American Chemical Council, and American Plastics Council

"Corporate Boards That Create Value is a hugely significant and timely addition to current thinking about governance systems for corporations. Carver and Oliver effectively reposition the board in relation to corporate owners and in relation to management, and enhance our understanding of the distinction between governance and management."

--Peter Dey, chairman of the Toronto Stock Exchange Committee on Corporate Governance in Canada and Partner of Osler, Hoskin & Harcourt LLP

"In this post-Enron era, directors will be forced to review their governance process and to search for alternative ways to better represent owners. Corporate Boards That Create Value is a must-read for those dedicated directors. Carver's Policy Governance model focuses our directors on developing the ends for which our organization exists, while holding the CEO accountable through written policies for their accomplishment."

--T. Wayne Whipple, CFA, executive director, New York Society of Security Analysts

Outlining an operating system for policy governance, this book specifies the roles of the board, the chair, and the CEO. It also redefines and reevaluates the value that boards add, detail processes of accountability, and relates sound policy to issues of good leadership. The authors are consultants. Annotation (c)2003 Book News, Inc., Portland, OR (booknews.com)

Just as "Boards That Make a Difference" hit a note with nonprofit boards, "Boards That Add Value" will do so with corporate boards. Carver and Oliver apply Carver's successful Policy Governance model to the governing of for-profit organizations. (June)

Today's company directors face overwhelming governance challenges. "Best practices" provide directors with only piecemeal solutions. This book explains Policy Governancea, the only complete and conceptually coherent operating system for boards. John Carver, the creator of The Policy Governance model and boardroom consultant Caroline Oliver demonstrate that the value a board should add is not to the company's management but to the company's owners.

Briefly and clearly explained, this simple yet profound system clarifies the board, chair, and CEO roles. Its appealing logic empowers directors and senior management alike. The authors first examine the kind of value that boards typically add, and suggest a redefinition and elevation of value that boards can create. They then set out the basics of Policy Governance design through which boards can deliver value, and they show how to apply the design to the board's process, its relationship with the CEO, and the manner in which it commands company performance. Carver and Oliver go on to demonstrate the mechanics with which Policy Governance makes accountability feasible to a previously unattainable degree. Finally the authors outline what boards can do to make sure they stay on track. A more rigorous paradigm for board leadership, the authors argue, clarifies and enriches the conversation about leadership, accountability, and policy-making. Corporate Boards That Create Value gives corporate directors and all who care about governance a powerful tool for success.

This book applies John Carver's highly successful Policy Governance(r) model to corporate boards. Carver and boardroom consultant Caroline Oliver explain the world's only conceptually coherent operating system for boards. This simple yet profound system clarifies roles, empowers directors and senior management alike, and makes accountability feasible to a previously unattainable degree. The authors suggest a redefinition and elevation of the value that boards should create and show how to apply the Policy Governance design to commanding company performance. Corporate Boards That Create Value gives corporate directors and all who care about governance a powerful tool for success.

"?a valuable and enjoyable read?well worth adding to the bookshelf?"(Ps.advisor, 18 October 2002)

Foreword (Sir Adrian Cadbury).

Introduction.

1. The Value of Boards.

2. Designing the Board's Job.

3. Forging Group Leadership.

4. Connecting to Management.

5. Setting Expectations for Management Performance.

6. Reporting Board and Management Performance.

7. Maintaining the Gains.

8. Getting There from Here.

Appendixes.

A. Glossary.

B. The Case for a CGO.

C. Chair and CEO: One Person or Two?

D. Inside Directors.

E. Sample Board Policies Under Policy Governance.

F. Sample Monitoring Report Under Policy Governance.

Notes.

Acknowledgments.

The Authors.

Index.