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Boards That Lead: When to Take Charge, When to Partner, and When to Stay Out of the Way [Hardcover]

Ram Charan , Dennis Carey , Michael Useem
5.0 out of 5 stars  See all reviews (1 customer review)
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Book Description

10 Dec 2013
Is your firm's board creating value--or destroying it? Change is coming. Leadership at the top is being redefined as boards take a more active role in decisions that once belonged solely to the CEO. But for all the advantages of increased board engagement, it can create debilitating questions of authority and dangerous meddling in day-to-day operations. Directors need a new road map--for when to lead, when to partner, and when to stay out of the way. Boardroom veterans Ram Charan, Dennis Carey, and Michael Useem advocate this new governance model--a sharp departure from what has been demanded by governance activists, raters, and regulators--and reveal the emerging practices that are defining shared leadership of directors and executives. Based on personal interviews and the authors' broad and deep experience working with executives and directors from dozens of the world's largest firms, including Apple, Boeing, Ford, Infosys, and Lenovo, Boards That Lead tells the inside story behind the successes and pitfalls of this new leadership model and explains how to: * Define the central idea of the company * Ensure that the right CEO is in place and potential successors are identified * Recruit directors who add value * Root out board dysfunction * Select a board leader who deftly bridges the divide between management and the board * Set a high bar on ethics and risk With a total of eighteen checklists that will transform board directors from monitors to leaders, Charan, Carey, and Useem provide a smart and practical guide for businesspeople everywhere--whether they occupy the boardroom or the C-suite.

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Frequently Bought Together

Boards That Lead: When to Take Charge, When to Partner, and When to Stay Out of the Way + Boards That Deliver - Advancing Corporate Governance from Compliance to Competitive Advantage + The Fish Rots From The Head: The Crisis in our Boardrooms: Developing the Crucial Skills of the Competent Director
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Product details

  • Hardcover: 224 pages
  • Publisher: Harvard Business Review Press (10 Dec 2013)
  • Language: English
  • ISBN-10: 1422144054
  • ISBN-13: 978-1422144053
  • Product Dimensions: 23.6 x 16.3 x 2.8 cm
  • Average Customer Review: 5.0 out of 5 stars  See all reviews (1 customer review)
  • Amazon Bestsellers Rank: 180,661 in Books (See Top 100 in Books)

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"... a must for anyone who sits on a major corporate board--or who wants to understand them... Their very helpful book provides lessons from their experiences, as well as practical advice to others going through the transformation." -- Wall Street Journal "The writers know their stuff...the authors know their audience." -- Financial Times "The authors - Ram Charan, Dennis Carey, and Michael Useem--each an expert and practitioner in the field, throw a lot of insights on how companies can benefit from having boards that work rather than just exist." -- Financial Express (India) " a wise and comprehensive book." -- The Globe and Mail "The summarised action points at the end of each chapter allows busy readers to takeaway key thoughts to chew on at their own time of reflection." -- BusinessLeadershipManagement (BLM), The Executives Magazine "Leadership at the top is being redefined as boards take a more active role in decisions that once belonged solely to the CEO. Ram Charan, Dennis Carey and Michael Useem advocate a new governance model and reveal the emerging practices that are defining shared leadership of directors and executives. With a total of eighteen checklists that will transform board directors from monitors to leaders, Charan, Carey and Useem provide a smart and practical guide for business people everywhere - whether they occupy the boardroom or the C-suite." -- Strategic Management Bureau (UK) ADVANCE PRAISE for Boards That Lead: Alan Mulally, CEO and President, Ford Motor Company-- "Boards That Lead provides the essential road map for corporate leadership. With gripping accounts and compelling illustrations, Charan, Carey, and Useem show how directors can lead in strategic partnership with company executives. This is a game changer, required reading for all who seek to bring out the best in their boards." Fred Hassan, Managing Director (Healthcare), Warburg Pincus; Chairman and director, Bausch + Lomb; former Chairman and CEO, Schering-Plough; former lead director, Avon Products; director, Time Warner-- "This book shows how, through leading, partnering, and delegating, boards are now starting to shape the architecture of the company in unprecedented ways. This book is rich with stories--there is nothing like learning from three world-leading practitioners on advancing board capabilities to get the company to raise its game." Roger W. Ferguson, Jr., President and CEO, TIAA-CREF-- "Boards That Lead offers an illuminating road map for how a board of directors can effectively engage and motivate its corporate management team to successfully navigate even the most complex of situations. This book should be on the 'must-read' list of every corporate board member and senior executive." Ivan G. Seidenberg, former Chairman and CEO, Verizon Communications; former Chairman, Business Roundtable-- "This research, complete with compelling anecdotes and practical information, brilliantly explores how creative, flexible, and innovative processes provide the foundation for long-term, sustainable partnerships between the board and the companies they serve. This work captures the true innovation intended to guide the leadership mandate for any board." Maggie Wilderotter, Chairman and CEO, Frontier Communications; director, Procter & Gamble and Xerox Corporation-- "Boards That Lead is chock full of real-world examples that directors can use to improve their leadership and decision making--an impressive one-stop shop outlining board member roles, responsibilities, and actions, including the boundaries that boards and companies often fail to recognize. The checklists for putting this advice into action are comprehensive and practical-- the best I have seen."

About the Author

Ram Charan is a business adviser who has worked with executives and directors of many companies, including DuPont, GE, Novartis, Verizon, and RBS Group (Brazil). He has served on the Harvard Business School faculty, teaches in Wharton Executive Education, and serves on the board of Hindalco (India). He is the author of eighteen books. Dennis Carey is Vice Chairman of Korn/Ferry International. He has placed some of the most prominent chief executives and corporate directors in the United States, including those at 3M, American Express, Goldman Sachs, GSK, Humana, MCI, and Tyco International. This is his fourth book on CEO succession and corporate governance. Michael Useem is a professor of management and the director of the Center for Leadership and Change Management at the University of Pennsylvania's Wharton School. He offers courses on leadership and has authored books on leadership and corporate governance, including The Leadership Moment and Investor Capitalism.

Inside This Book (Learn More)
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Front Cover | Copyright | Table of Contents | Excerpt | Index | Back Cover
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Customer Reviews

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Most Helpful Customer Reviews
1 of 1 people found the following review helpful
Format:Kindle Edition|Verified Purchase
very good for someone joining a board as well as the experienced. The reading style is excellent and the various aspects of the challenges facing board members are well articulated. It is a must read for all non-execs
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Most Helpful Customer Reviews on (beta) 4.2 out of 5 stars  20 reviews
10 of 10 people found the following review helpful
5.0 out of 5 stars A Call to Leadership Around a Central Idea: a Board Guide for Navigating Choppy Waters 20 May 2014
By Thomas M. Loarie - Published on
"Boards that Lead" is a call to leadership for boards of directors. In it, authors Ram Charan (renown business adviser and former Harvard Business School teaching great), Dennis Carey (Vice-Chairman, Korn/Ferry Intl), and Michael Useem (Univ Of Penn professor and head of its Leadership and Change Management Center) claim that the time has come for boards to rebalance their responsibilities and take a more active role in the leadership of the enterprise. They point out that there is a delicate balance - board leadership does not mean micro-managing but rather, establishing a deeper relationship among directors and with executive teams by requiring directors to educate themselves on strategy, risk management, and talent development. Board members must also learn when to take charge and when to stay out of the way.

"Boards That Lead" provides the reasons for this, the principles on how to do this, and the cost of not doing this. Charan et al believe that "directors remain one of the most valuable least utilized company's assets there. Their wisdom and guidance are still too often closeted." This book provides practical and actionable advice to build on the tangible experience of directors and executives in creating enterprise value.

Charan et al begin the book outlining the importance of an enterprise's central idea - "why the company exists, whom it serves, how should be nurtured, why it will flourish, how it will make money and manage risk, where it must be going if it is to sustain a competitive presence and achieve its broader purpose. The central idea is the bedrock on which the enterprise is raised and how its resources are spent. It is easily translated into action. The board needs to be sure the central idea is clear and compelling that every board member understands it. The central idea provides a rudder that lets the board and management navigate through the choppy waters (that are most certainly) ahead."

The board must be actively involved in developing the enterprise's central idea. Every board member and executive must own it. It is the company's DNA and everything related to the enterprise flows from it.

The "central idea" concept is one that Charan has been advocating since the 1980s. When successfully done, it gets everyone on the same page and creates a laser-like focus on creating value. Unfortunately, many boards have yet to adopt this concept and for this reason, they and their enterprises are like corks on water floating off to wherever the currents take them. I can personally attest that getting board members and executives to agree on the central idea is very hard work; but with the reward of providing a big return in value.

"Boards That Lead" goes on with actionable advice and examples (including invaluable check lists) for recruiting directors, rooting out board dysfunction (at least 50% of Fortune 500 boards have1-2 dysfunctional members), establishing a board leader, managing CEO succession, managing a falling CEO, turning risk into opportunity, board governance, director evaluation, and the division of responsibilities.

The authors use plenty of case study examples throughout the book, including Apple, HP, Infosys, Ford, GlaxoSmithKline, Lenovo, Brazil's Group RBS, Delphi, and many more.

"Boards That Lead" will be a very useful and valuable guide for board members, CEOs, and potential board members worldwide. While written for larger public companies (U.S. and non-U.S.), smaller public and private (including start-ups) will find great value in this as well.
10 of 11 people found the following review helpful
5.0 out of 5 stars Excellent - 25 Nov 2013
By Loyd E. Eskildson - Published on
The authors contend some boards are well run, benefitting the companies/organizations they serve, and others that are not. In 2006 H-P and IBM had about the same market valuations, but by 2013 HP had a market capitalization of $52 billion and IBM was worth $192 billion. IBM had a stable board with a successful relationship with the CEO, while the board at HP was scandal-riven. The variance originates from the human dynamics, social architecture, and business leadership of the various boards. Too often, collegiality trumps independence and it becomes impolitic to challenge the CEO. A board's role is not to be reactive, passive, and accepting. The authors' first manifesto - governing boards should take an active leadership role in vital organization decisions (CEO succession, executive compensation, goal choices and urgency, merger decisions, ethics, allocation of capital, etc.), and not just monitor management. However, board involvement should not go so far as to constitute meddling and create fractured authority.

Decades ago, stockholdings were widely dispersed among thousands of investors (6% of corporate equity was held by institutional investors), none with sufficient clout to impact things, and boards were largely ceremonial. Today institutions hold 73% of equity and demand attention; in addition, activist investors have also gained clout. In addition, relatively recent legal actions have established two standards for director obligation - exercising reasonable caution and good fiduciary judgment. Sarbanes-Oxley of 2002, and Dodd-Frank of 2010 has also empowered and holds directors accountable in several areas. Meanwhile, poison pill defenses have declined from 59% to 8%, and staggered-term directors from 61% to 20%, while board attention to company strategy now occupies twice as much time as shareholder concerns.

Absent cohesiveness, liberated board members can hijack board meetings and waste valuable top management time in between meetings by eg. pursuing inappropriate requests for long-term strategy, personal goal choices, or detailed operational minutiae, as well as giving long monologues. The board needs to form a consensus, often w/o taking votes, by ensuring all voices are heard and coming to explicit consensus on key matters. Absent such risks the CEO ending up with a 50-point to-do list compiled from every director's wishes. Sometimes the Chair needs to corral an off-point member by pointing out that the group doesn't agree and it needs to move on. Sometimes the CEO also needs to be told that certain presentations are overly time-consuming. (The authors contend that about half of Fortune 500 companies have one or two directors they would regard as 'dysfunctional.') It also helps to have the Chair restate the general consensus, central issues, and action items for management before the meeting ends. Simply increasing the length of meetings or holding more meetings is not the answer. Successful boards include group dynamics in their self-evaluations, best conducted by informal interviews by a third-party interviewer who reports back to the Chair.

Another characteristic of successful boards is designing in advance what information they need, as well as how and when it is provided. Members also spend time outside meetings learning about the organization - from employees, analysts, major customers.

A board's most important job is making certain the entity has the right CEO. Charan states he has analyzed 82 CEO failures over the past 20 years, as well as successes. Many boards doom their efforts by considering CEO candidates w/o knowing what they're looking for, especially the specific (not generic) skills and relationships the company needs most. Usually it takes 1 - 2 years to fully assess whether a new CEO is the right one, and another year or so to conclude to replace a CEO. Making certain the CEO's direct reports pass muster makes future CEO selection easier as well as wide-spread effective talent. Also important is making certain top management has the right compensation package that encourages/discourage key behaviors. Get it wrong, and a CEO could go on a debt-fuelled acquisition spree that at the extreme lands the firm in bankruptcy.

Charan believes boards should focus on providing companies with strategic advice. The second area of focus - getting their relationship with the CEO right, acting as personal mentors, high-level talent scouts, giving frank advice, as well as monitors in the Sarbanes-Oxley mold.

Board members must take care to phrase questions in a way that doesn't make the CEO defensive - eg. "I'd like to better understand how pricing affects our margins," instead of "I don't think we are being very aggressive in pricing." Criticism should be constructive and fast, not sugar-coated, inordinately delayed, or unnecessarily harsh.

Overall, Charan et al provide 18 valuable checklists to help transform board directors from monitors to leaders. The 'bad news' - this book is largely a repeat of his earlier 'Boards that Deliver.'
5 of 5 people found the following review helpful
4.0 out of 5 stars Another example of why Ram Charan is one of my favorite business writers! 15 Jan 2014
By N. Blackburn - Published on
Format:Kindle Edition
Synopsis: Boards can make or break a company. Mr. Charan offers advice for optimal participation by boards that can catapult an organization into the next higher level of performance.

Information is offered on such topics as:
+ Hiring board directors
+ Firing ineffective or dysfunctional directors
+ Board ethics development
+ Board interactions with management

Case studies include companies such as:


My rating: 4 Stars

My opinion: This book is an absolute winner and another example of why Ram Charan is one of my favorite business writers.

Mr. Charan wrote Boards That Lead in a CONCISE case study/example format with important take-aways at the end of each chapter to stress what needs to be ingrained in the reader's head. Since this is a common format of his, he is one of the business writers that I learn most from.

One criticism that I must admit that I had of the book is that Mr. Charan mainly focused on very large, Fortune 500 companies. I would have liked to have seen some smaller/mid sized companies included in the case studies. Also, a focus on different sectors and industries would have been appreciated, such as non-profit, healthcare.

Nevertheless, this book is in my business book pile to purchase. I think that there was enough to garner from the book that a "best practices" approach would apply.

Source: Publisher for review

Would I recommend? : Definitely. Purchase the print book though. I reviewed the ebook version and was thinking about the "critical data" note-taking that I was missing out on.

Stand Alone or Part of a Series: Stand Alone
5 of 5 people found the following review helpful
5.0 out of 5 stars Excellent and Comprehensive Advice for Boards 6 Jan 2014
By Denise L. Ramos - Published on
Two things stood out for me as I read this book: real world examples and learnings from high profile companies about Board dynamics plus a comprehensive checklist for companies to review to make sure they have the best Board possible. This book was enjoyable to read and elevates your thinking as to how Boards need to work in today's world. A must read to achieve excellence in the Boardroom.

Denise Ramos
CEO and President ITT
4 of 5 people found the following review helpful
5.0 out of 5 stars A Must Read for Corporate Board Members and Executives 22 Dec 2013
By Tama M Copeman - Published on
With increased regulation, governance reforms and shareholder pressures, "Boards That Lead" provides a timely focus on leadership at the board level. The central theme of the book is that boards should take more active leadership beyond monitoring. The authors provide a road map for when to take charge, when to partner, and when to stay out of the way. The book is concise and rigorous with compelling real-life stories integrated into the key points of the book. Some of the stories, e.g. Motorola, Ford, Tyco and Apple are so interesting that it's hard to put the book down. The checklists throughout the book are carefully thought out. The authors are clearly world-leading practitioners with a wealth of experience and expertise.

Chapter 2 discusses the "Central Idea", which references why the company exists, who it serves and how it makes money, as the foundation for the company's strategy. A compelling and clear "Central Idea" enables a common ground and overarching purpose while a poor one can can pull the company apart with fragmented strategy. Two opposite examples are presented. With so much corporate management terminology in existence, it is important to get this point across without confusion and the authors do this well. Rooting out dysfunction, not a common topic in the literature, is discussed in Chapter 4. The phrase "conversational intelligence", captures a lot concisely. The variety of examples is useful, particularly the case with the ambitious director who became a dissident and split the board into factions. Chapter 5 presents the 6 qualities of a board leader, including resilience in crises, an essential quality given the likelihood of a major crisis in a director's tenure. CEO succession is covered in some depth. Chapter 8 "Spotting, Catching, or Exiting a CEO" provides practical advice on spotting warning signs and taking appropriate levels of intervention. Chapter 9, "Turning Risk into Opportunity" discusses board leadership in risk and M&A, with examples of Procter and Gamble acquisition of Gillette and Rohm and Haas sale to Dow Chemical. Appendix A presents trends in director monitoring and leading. Appendix B presents a director evaluation form. And Appendix C presents the divisions of responsibilities between the board leader and CEO.
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