Web-Enabled Articles

"Best of" readings

• Governance com: A Look Inside the Internet Company Boardroom — an excellent assessment of Internet boards in contrast to traditional S&P 500 boards.
• Playing the Board Game — transcript of January 02 panel session on building and managing an effective board; for a shorter treatment, refer the transcript summary.
• The Trials of Tech Boards — an interview with Paul Lapides on the challenges facing boards of high-tech companies
• Here Come the Rookies — advice to first- time directors on what to ask for and expect going into the boardroom.
• Selecting a Board of Directors for the Emerging Company — a NASDAQ executive's view on how directors and boards can help the transition from private to public
• Tips for Startups — a series that covers Investors and Board Seats, Corporate Board Size and Composition, and Duties of Directors
• Protecting Your Investment: Corporate Governance and Shadow Boards — provides in-depth discussion of boards, first given as a speech in May 2000 to the 14th annual conference of the National Business Incubation Association.
• Establishing Effective Boards — describes elements of a board's charter, board evaluation, and director attributes
• Building a Great Board — lists several Inc Magazine articles, many of them being one-page "tips and tricks" pieces. Two of the somewhat more in — depth articles are:
• Building the Board — guidelines for creating a strong board
• The Ultimate Board Game — an easy-reading article that features the experience of several entrepreneurs in building and using boards
• Pieces of Advice — a how-to guide for putting together a high-performing advisory board, presented through the real case of the president of a $30 — million technical training company.
• Unlimited Partners — highly readable stories of how three entrepreneurs turned to their outside boards to help solve serious problems
• Board of Directors — practical advice on the benefits and responsibilities of boards

Articles for a deeper understanding of governance

• How to Use a Shadow Board — introduces the idea of obtaining input from key customers in the form of a "customer advisory board."
• Inside the Board at Cypress Semiconductor Corp — T. J Rogers tells his story about how he used his board of directors to build his company; includes comments from his directors who themselves are or were leaders of successful Silicon Valley companies.
• Dot — Com Directors Need Strong Stomachs — view of Nell Minow, a leading shareholder activist, on what sets high-tech board apart from mainstream public companies.
• A Good Walk Spoiled (or, How We Burned Through $31 million) — a classic, entertaining story about the excesses of the late 90s dot.com boom as illustrated by an Internet company that scheduled golfing tee times.
• A Dot — Com That Could — profiles Travelocity's turbulent, roller-coaster history and describes vividly how its board operates.
• Trends on Corporate Governance Series: Changing Roles for Boards of Directors in Entrepreneurial Companies — series of articles on board duties, size, composition, compensation, committees, meeting procedures, and performance evaluation.
• Don't Bore the Board of Directors — practical suggestions on how to use a board effectively

"Tips and tricks" or short articles for quick shots of input

• Dot — dumb Isn't Funny Anymore — a crash course offering 16 websites for Internet-challenged directors to get up to speed.
• 15 Great Websites for Directors — pointers to Web-enabled sources for general business news, international business news, and stock market intelligence.
• Customers on the Board? Not! — makes the case for not having customers as directors
• No Investors, Please — a short piece featuring Geoworks' adoption of a highly dilutive "shareholder rights plan" to protect management from takeover by an unwanted investor.
• Choosing a Board of Directors — seven tips for putting together a board

Further readings in corporate governance

• Are We Engaging in a Proper Post — IPO Review? — though a long ways out for the early-stage CEO, article survey's the issues the newly public
• Ending the Wall Street Walk: Why Corporate Governance Now? — reviews history of corporate governance since the 30s and the rise of pension funds as shareholder activists.
• What Should We Expect from Boards of Directors — thoughtful address given by the former Chairman & CEO of Salomon that describes the board's responsibilities to include CEO evaluation and compensation, mergers and acquisitions, compliance and strategy. Concludes that high- tech boards may fulfill on the historic raison d'etre for boards, that is, "the business and affairs of the corporation are managed by the board of directors."
• Corporate Governance and Value: Appearance and Reality — comments of R.A. Monks on the lack of board and outside auditor independence due to the dominance of executive management.

Websites for Publications and Other Information

• Corporate Board Member — "the magazine written and edited for directors of public companies," is now published 6 times yearly. Very well — written articles on the full range of corporate governance issues. The three key tabs/paths on the website are:
  • Resource Center/Board Governance/Young Companies — lists 20+ articles
  • Archives — lists feature articles since August 1998; tip: click on boldface issue date to get the complete electronic version
  • Current Issue — electronic version of the magazine
• The Corporate Library — The Corporate Library is intended to serve as a central repository for research, study and critical thinking about the nature of the modern global corporation, with a special focus on corporate governance and the relationship between company management, their boards and shareholders.
  • New Briefs — a weekly digest of significant governance-related news items, including extensive international coverage
  • Company Research — data on CEOs, directors, and shareholder proposals for S&P 500 companies; similar data provided to subscribers for 1,100 additional public companies
  • Study Center — a compilation of news on individual companies, such as Enron, H-P merger, Global Crossing, etc., and general topics, such as CEO turnover, activist campaigns, information security
  • Bookstore — monthly reviews of newly published books, an extensive listing of books in print, and a governance glossary
  • Link — hyperlinks to governance — related organizations and publications
• Inc. Magazine — "where to start and grow your business," is published monthly. Search on "board of directors" for 100+ entries. Most are short articles, many of which are written by Ralph Ward. This is a heavily advertised site, but it offers a "printer — friendly" for reading and printing articles. Several articles are listed individually.
• BoardSeat — "BoardSeat is based in San Francisco and is the leading independent executive search company focusing exclusively on director and advisory board searches and consulting. Founded by Stephen Fowler a former Silicon Valley venture capitalist who recognized the need of many companies for stronger boards and advisory boards, BoardSeat's services are designed to meet these needs. Our clients range from very early stage companies through to post - IPO companies and nonprofit organizations."
  
  This source offers about 30 short, checklist — oriented articles, many authored by Ralph Ward or Stephen Fowler, on such subjects board size and composition, board roles and responsibilities, and investors as directors.
• FindLaw.com — For a general article on forming a board of directors, scroll down under the following subcategories: Business / Silicon Valley / Management / Articles. and click on Board of Directors. By scrolling down the same page, you will find three additional articles under /Web Resources, at the end of which are and additional dozen articles under "More".

Books in Print

• Improving Corporate Boards: The Boardroom Insider Guidebook, by Ralph Ward — A compilation of "first-person" advice based on interviews with CEOs, directors, and others experienced with boardroom matters. Includes many of the web-enabled articles and sources of publications. 251 pp., $39.95.
• The Board Book: Making Your Corporate Board a Strategic Force in Your Company's Success, by Susan Shultz — An informative guide on how to build a strategic board, avoid conflicts that compromise board performance, and operate the board to best advantage. Based on an extensive set of executive interviews. 336 pp., $35.00.
• Corporate Director's Guidebook (3rd edition), American Bar Association — This guidebook provides a plain — English explanation on the role and functions of the board and committees. Includes sections on fiduciary responsibility, orientation of new directors, regulatory duties, director liability, and general oversight responsibilities. 65pp., $29.95.
• Boards At Work, by Ram Charan — Built on a central premise that the value of a board is in its collective wisdom, the author describes how "high — performing" boards achieve communications and teamwork. Numerous case examples are used to illustrate key concepts, including extensive quotes for CEOs of major companies. Also includes several useful checklists. 304 pp. $27.
• The Ernst & Young LLP Guide to the IPO Value Journey — This book is an easily — read management guide for going public. It contains discussion about deciding whether to go public and what to expect from the SEC, financial community, the press and various stakeholders. The IPO process itself is described and guidance is given on how to work with underwriters, attorneys, auditors and other advisors. It also includes a 13 — page discussion on the board of directors. 304 pp., $55 from the publisher. ($40 from NACD)

Monographs from the National Association of Corporate Directors (NACD)

• A Practical Guide for Corporate Directors — There are certain core functions that every board is expected to perform and behavior that every director is expected to avoid. These key determinants of successful directors apply to all firms, large and small, public or private, for — profit and nonprofit. This guide succinctly summarizes a director's critical fiduciary duties and responsibilities, and offers sound advice on how the board can fulfill its responsibility while guiding companies to stronger performance. 40 pp., $35.
• Board Policy Manual of ABC Corporation — No director should be without a comprehensive board manual for each board on which they serve. These manuals should include detailed historical information regarding the company, corporate mission, key executives, bios and contact information for directors, and more. By providing samples of such documents, this board manual shows directors what kind of information they should be receiving, and guides companies in preparing such information. The manual contains sample: committee charters, board responsibilities and duties, standards of director conduct, insider trading policy, articles of incorporation and by — laws, and much more!. 56 pp., $150.
• Effective Entrepreneurial Boards — This report is a joint project of NACD and Ernst & Young and presents survey data and analysis contrasting the practices of fast — growing entrepreneurial companies, averaging $122 million in revenues with those of established public companies. Topics covered include: board structure, size and composition, competencies, functions, and committees; director selection attributes, recruitment, and compensation. The report concludes with 10 key recommendations for entrepreneurial boards. 24 pp., $75.
• How to Build an Effective Small - Company Board — Like large companies, small firms need their boards to help ensure legal and ethical conduct, approve corporate strategy, provide general oversight of the business, and to select, evaluate, compensate, and (where necessary) replace the CEO and directors. In addition to these basic similarities, small companies have special needs and expectations of their directors: provision of new capital, special expertise, and outside contacts. Furthermore, small — company boards operate differently from large — company boards. This publication offers expert guidance to small — company boards in light of these differences. 16 pp., $16 (limited supply currently out of stock).
• Blue Ribbon Commission on Director Professionalism — The Report covers key board responsibilities, personal characteristics of desirable directors, core competencies of effective boards, standards for such questions as how many other boards a director should serve on, and how long a director should serve on a board, and realistic, experienced — based advice on how to evaluate boards and individual directors. 52 pp., $100.
• The Director's Handbook: A Guide for Directors of Privately Held Corporations — Whether you are a private company director seeking to improve your governance skills, or a private company owner who wants to build a stronger board, this guide can serve your needs. From the interview that starts the journey of directorship to the ethical concerns that must guide it, this handbook offers a full range of guidance for neophyte and veteran alike. Includes: the interview process, shareholder and stakeholder relations, the director's job, duties and responsibilities, board orientation, structure and process, state law, liability risk management, advisory council, and ethics. 64 pp., $35.
• A Guide for Directors of Privately Held Companies — New 2003 edition. Whether you are a private company director seeking to improve your governance skills or a private company owner who wants to build a stronger board, this guide can serve your needs. From the interview that starts the journey of directorship to the ethical concerns that must guide it, this handbook offers a full range of guidance for neophyte and veteran alike. 56 pp., $35 members, $75 non-members.