TABLE OF CONTENTS



Preface

THE BOARD OF THE 1970S

*It's time to clean up the boardroom

*The president and the board of directors

*On an effective board

ROLES AND RESPONSIBILITIES OF OUTSIDE DIRECTORS

*On corporate payoffs

*Public directors merit a try

*The role of the professional director

*Outside directors: more vulnerable than ever

*The case for counsel to outside directors

*Legal guidelines for directors

PROVIDING INFORMATION TO DIRECTORS

*Becoming more aware and knowledgeable

*Management information systems for directors

*The effective corporate audit committee

*Performance audits by outside directors

MANAGING THE BOARD'S COMPOSITION

*Choosing and using outside directors

*Attracting new directors

*Board membership-accept or decline?

*Designing a plan for the ideal board