PETER C. BROWNING, with experience on the boards of 13 public companies, two as CEO, is founder and managing director of Peter Browning Partners, LLC, a board advisory service that helps directors answer tough questions in the areas of board governance, board performance and dynamics, and leadership transition and succession planning.WILLIAM L. SPARKS, PhD, is vice president of Talent with EnPro Industries and a managing partner with Peter Browning Partners, LLC. Concurrently he serves as the Dennis Thompson Chair of Leadership at the McColl School of Business at Queens University of Charlotte.

• Acknowledgments ixPeter C. Browning ixWilliam L. Sparks xPreface xiWhy We Wrote This Book xiChapter 1 The Changing World of Board Governance: How We Got Here 1What’s in This Chapter? 1How and Why Boards Have Changed 2Why These Events Are Important 3A Barometer for CEO Compensation 52002—A Board Governance Tipping Point 9Impact of the 2008 Financial Meltdown 14Chapter Summary 17What’s Next? 18Chapter 2 Role of the Board 19What’s in This Chapter? 19Home Depot’s Leadership Question 20Two Key Guiding Principles 22Why Boards Exist 23Three Critical Questions That Boards Ask 24Is the Right CEO Running the Company? 25Is a Robust Succession Plan in Place? 29Determining the Right Strategy 30Chapter Summary 31What’s Next? 32Chapter 3 Key Board Leadership Roles 33What’s in This Chapter? 33Public Outcry for Action 35Changes in NYSE Listing Requirements 36The Debate over the Separation of Roles 37Nonexecutive Chairman, Lead Director, or Presiding Director 40The Challenge of Board Leadership 42Chapter Summary 45What’s Next? 45Chapter 4 Board Culture 47What’s in This Chapter? 47Understanding Board Culture 48Examples Illustrating Schein’s Model of Culture and Board Dynamics 50The Three Elements of Board Culture 51The Leadership and Board Performance Cycle 58Transforming Board Culture 63Chapter Summary 66What’s Next? 67Chapter 5 Group Dynamics and Board Decision Making 68What’s in This Chapter? 68Why Working in Groups Is Difficult 69Groupthink: Managing Conflict in the Boardroom 72Understanding and Avoiding Groupthink 74Getting Past The Abilene Paradox 76Chapter Summary 81What’s Next? 81Chapter 6 Board Structure and Schedule 82What’s in This Chapter? 82Board Size 83Meeting Requirements and Preparation 84Effective Meetings and Service 90Chapter Summary 91What’s Next? 92Chapter 7 Assessing Board Performance 93What’s in This Chapter? 93The Evolution of Board Assessments 94Customizing the Assessment Process 96Finding Your Own Best Practice 98Chapter Summary 101What’s Next? 101Chapter 8 The Challenge of the Disruptive Director 103What’s in This Chapter? 103Disruptive Members a Common Issue 104The Ying and Yang of Conflict 105An Effective Dissenter 106Five Types of Disruptive Directors 107Dealing with Disruptive Directors 109How Assessments Help 110Chapter Summary 111What’s Next? 112Chapter 9 The Other Succession Challenge: The Board of Directors 113What’s in This Chapter? 113Why a Board Needs to Plan for Succession 114Demographics and Board Service Realities 115Enron, the 2008 Financial Collapse, and Dodd-Frank 115Building a Board Succession Plan 117Educating, Onboarding a New Member 123Chapter Summary 124What’s Next? 124Chapter 10 What’s Next in the Boardroom? 125What’s in This Chapter? 125Ongoing Scrutiny of Executive Compensation 127Continuing Demands for More Proxy Information 129More Shareholder and Investor Activism 130Greater Demands for Proxy Access 132Sharper Focus on Risk Management 133Ever-Increasing Scrutiny of Board Composition 134The Way Forward 134Chapter Summary 135What’s Next? 136Appendices Board of Directors Assessment Forms 137Appendix A Board of Directors Self-Assessment 138Appendix B Audit Committee Assessment 152Appendix C Compensation Committee Assessment 154Appendix D Governance/Nominating Committee Assessment 156Appendix E CEO Assessment 158Appendix F Lead Director Assessment 163Appendix G Nonexecutive Chairman Assessment 165Appendix H Peer Assessment 167Notes 169About the Authors 179Index 183

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