Inside the Boardroom: How Boards Really Work and the Coming Revolution in Corporate Governance

Distinguished governance experts offer cures for what ails our boards of directors In light of corporate malfeasance in recent years, the governance of corporations has been receiving great attention from regulators, researchers, shareholders, and directors themselves. Based on Richard Leblanc's in-depth five-year study of 39 boards of directors of both for- and not-for-profit organizations, Building a Better Board goes behind the scenes to reveal the inner workings of boards of directors, including how they make decisions. Recently chosen as one of Canada's "Top 40 Under 40"(TM), Dr Richard Leblanc is an award-winning teacher and researcher, certified management consultant, professional speaker, professor, lawyer and specialist on boards of directors. He can be reached at rleblanc@yorku.ca. James Gillies, PhD (Toronto, Ontario, Canada), is Professor Emeritus at the Schulich School of Business, York University, where he serves as Chair of the Canada-Russia Corporate Governance Program.

Table of Contents:
Foreword xv Acknowledgements xix Introduction 1 Chapter 1: Boards of Directors Have Failed and We Don’t Know Why 5 Chapter 2: The Many Forms of the Modern Corporation 31 Chapter 3: Contemporary Directors: Who Are They, What Do They Do, and How Well Do They Do It? 49 Chapter 4: Best Board Practices and Assessments: Necessary but Not Enough 81 Chapter 5: The Traditional Board: The Triumph of Structure 105 Chapter 6: The Effective Board: Function Not Form 133 Chapter 7: Effective Directors for Effective Boards: Putting Them Together 153 Chapter 8: The Director Behavioural Types 171 Chapter 9: A Special Type of Director: The Chair of the Board 201 Chapter 10: “C-B-S-R”—How to Build a Better Board 221 Chapter 11: The Coming Revolution in Corporate Governance 245 Appendix A: Qualitative and Quantitative Research Methodologies: How Do They Differ? 259 Appendix B: The Research Process: Getting into the Boardrooms, Obtaining the Interviews and Analyzing the Data 263 Bibliography 285 Index 299

About the Author :
DR. RICHARD LEBLANC is an award-winning teacher and researcher, certified management consultant, professional speaker, professor, lawyer and specialist on boards of directors. He is an Assistant Professor of Corporate Governance, Law & Ethics at the Atkinson Faculty of Liberal and Professional Studies, York University. DR. JAMES GILLIES is Professor Emeritus of Policy and founding Dean of the Schulich School of Business at York University. Before joining York, he spent fifteen years as a member of the faculty of the School of Business at UCLA. Professor Gillies has also served as a Member of Parliament and senior policy adviser to the Prime Minister of Canada, and is a member of the Order of Canada.