The Board Book: An Insider's Guide for Directors and Trustees

The Board Book: An Insider's Guide for Directors and Trustees

William G. Bowen

Language: English

Pages: 256

ISBN: 0393342891

Format: PDF / Kindle (mobi) / ePub

"By far the best book on corporate and institutional governance." ―Nicholas Katzenbach, former attorney general of the United States

In his new foreword to The Board Book, former Mellon Foundation and Princeton University president William G. Bowen brings his immense experience to bear on the most pressing questions facing boards of directors and trustees today: seeking collaborative relationships and placing a renewed emphasis on sustainable initiatives. The strategies Bowen relates throughout the book foster the collegiality and sense of purpose―more important in today’s turbulent times than ever before―that are integral to any effective board.

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also subject to internally constructed process constraints. Such constraints are especially important in colleges and universities. Long-established internal decision-making processes, including delegation to faculty of the responsibility for many curricular matters, as well as for academic requirements and academic appointments, constrain what trustees can and should do. By-laws and articles of incorporation serve similar purposes elsewhere in the nonprofit world and among for-profits.29

access to most of the mechanisms for radical transformation that markets represent, some nonprofits may survive too long. The questions of when and how to transform, or even to dissolve, a nonprofit entity are both major challenges to boards and of great significance as issues of public policy. But they attract attention only when a combination of the press and political interests alerts the general public to the travails of a venerable organization such as the New-York Historical Society (which,

culture.”The limited availability of talented individuals able and willing to serve as non-executive chairmen is an unfortunate reality. Boards should be more proactive in working to develop pools of candidates for the chairman role. I also suspect that some of those now serving as lead directors will become more comfortable, over time, with the idea of chairing their boards.Lead directors can make a great deal of difference in improving governance, but in my view it is a mistake to assume that

has worked well in a number of situations, including the American Academy in Rome and the International Rescue Committee. There is, however, always the danger that some trustees not on the executive committee will feel that they have been consigned to the second tier of a two-tiered board. Skillful board leadership, candor, and good humor can go a long way toward easing such sensitivities, but it may not be possible to eliminate them altogether. The Memorial Sloan-Kettering Cancer Center has

objective—which never should be the case. The long lists of charitable nonprofits maintained by the IRS, including many that are inactive de facto, demonstrate how hard it is to prune the nonprofit tree. Another key attribute of directors and trustees is the ability to keep one’s ego under control. No one should attempt to occupy center stage too much of the time. Governance through the board mechanism is a team sport, par excellence, and individual members must understand that boards have a

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