TABLE OF CONTENTS



Biographical update



STRUCTURING THE BOARD

'Invisible' resource: women for boards

David Orr on employee representation and cooperation

Implications of representation trend for U.S. corporations

Making the audit committee work

Public responsibility committees of the board

The audit committee: a guide for directors



BOARD PROCESSES & BEHAVIOR

The hidden agenda

Understanding D&.O insurance policies

Compensation for outside directors

MANAGING THE BOARD & THE BOARD'S ROLE

Corporate responsibility and the competent board

The Roundtable statement on boards of directors

Reforming board reform

What today's directors worry about

The board and the new CEO



WHAT IS THE BOARD'S ROLE IN CORPORATE STRATEGY?

Case of the board and the strategic process

The board's most important function

Directors' responsibility for corporate strategy

Replaying the board's role in formulating strategy

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THE CORPORATE BOARD & THE LAW

Disclosure approach for directors

Assault on managerial autonomy

CEOs and their lawyers: tension strains the link

The Foreign Corrupt Practices Act

Corporate governance in the courts

Epilogue