In Boardroom Excellence, author Paul Brountas, a corporate
attorney with more than forty years experience, discusses the
qualities and components of effective boards in today's
post-Enron environment. Written in a concise format, the book is
filled with informative practical advice for board members of
private, public, and nonprofit organizations. Boardroom
Excellence contains an informed discussion of fundamental
corporate governance issues, including the duties and
responsibilities of directors and the proper interaction of the
board with the CEO and management. Brountas reveals how board
members can be most effective when they are independent, possess
integrity, are well-informed and involved, and are proactive.
Boardroom Excellence offers timely information about

* Establishing the values and qualities that board members
should possess

* Developing an environment in the boardroom where skepticism and
serious discussion are encouraged

* Understanding what the CEO expects of the board and what the
board expects of the CEO

* Creating effective independent audit, compensation, nominating,
and governance committees

* Formulating guidelines for periodic evaluation of the
performance of the board and individual board members

Paul P. Brountas is senior counsel at Wilmer Cutler
Pickering Hale and Dorr LLP, an international law firm with over
1,000 lawyers in 12 countries. He has focused on the representation
of public and private corporations, start-up and emerging growth
companies, venture capitalists, investors and underwriters in
public and private financings, stockholders and investment bankers
in mergers and acquisitions, and corporate directors both as
counsel to corporate boards and as outside counsel to independent
directors. Brountas is a frequent lecturer and has earned a
reputation as one of the nation's leading corporate lawyers.
His clients have looked to him not only for legal advice but also
for his judgment as a business counselor and problem solver.
Brountas has served as chairman of the board and board member of
several nonprofit and community organizations.

• Establishing the values and qualities that board members should possess
• Developing an environment in the boardroom where skepticism and serious discussion are encouraged
• Understanding what the CEO expects of the board and what the board expects of the CEO
• Creating effective independent audit, compensation, nominating, and governance committees
• Formulating guidelines for periodic evaluation of the performance of the board and individual board members

Foreword by Senator Paul S. Sarbanes xi

Note on This Book by Jeffrey Rudman xv

Introduction 1

Chapter 1 How Did It Happen--Or Was It Always This Bad?
6

My bleak historical portrayal of corporate America is not intended
as a blanket condemnation of all publicly traded U.S.
corporations.

Chapter 2 Duty of Care and Duty of Loyalty 25

It is the right, and obligation, of every director to be informed
and to act deliberately, with the diligence and competence of a
reasonably prudent person in a similar situation under similar
circumstances.

Chapter 3 Role of the Board of Directors 33

Excellent companies stay excellent by regularly challenging
themselves.

Chapter 4 What Values and Qualities Should Directors Possess?
49

The board has no room for insouciant directors who are not
committed or who believe they can serve by being passive
observers.

Chapter 5 Role of the CEO 61

The CEO should seek to create a board meeting environment that
encourages skepticism and serious discussion and enables board
members to disagree constructively.

Chapter 6 Board and Committee Meetings 71

Avoid information overload and mind-numbing presentations.

Chapter 7 Committees of the Board 85

Excessive CEO compensation is the "mad cow disease" of American
boardrooms.

Chapter 8 Guidelines, Ethical Codes, and Legal Compliance
103

What is needed is a proactive CEO whose message resonates
throughout the corporation and instills all employees with the
resolve to help create a corporate culture that nourishes integrity
and ethical behavior, penetrating all aspects of the
corporation's business and governance.

Chapter 9 Revolt of the Stockholders 111

The 2003 and 2004 proxy seasons will be remembered as the time when
stockholder activists took steps to change the way their
corporations are governed, their directors are nominated, and their
executives are compensated.

Chapter 10 Evaluation of Board Performance 127

Self-assessment of directors' performance is receiving
increasingly wide acceptance as board members realize that they are
in the best position to evaluate their board performance.

Chapter 11 Effect of Sarbanes-Oxley on Private Corporations
135

Good corporate governance is good for business, whether the
business is large or small, public, private, or even nonprofit.

Chapter 12 Nonprofit Entities 139

Trustees and directors of nonprofits would be well advised to
consider adoption of changes in their ethical guidelines and codes
of conduct along the lines currently favored by profit-motivated
corporations.

Chapter 13 Model Board of Directors 143

The model board's membership includes individuals with
diverse talents, experiences, personalities, instincts, and
expertise that provide the composite skills that produce excellence
in the boardroom.

About the Author 153

Index 155