Director's Handbook: A Field Guide to 101 Situations Commonly Encountered in the Boardroom

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To say that boards and directors operate in a challenging environment understates the complexity and pressures of board service. As directors continue to grapple with ever expanding agendas and complex issues in the boardroom, the Director’s Handbook provides a valuable practical resource that identifies 101 topics commonly encountered by public company directors. The first portion of each chapter sets forth a general discussion intended to provide basic context. The second section of each chapter suggests a list of questions or issues that a director might consider in connection with the topic at hand, including information to be sought from the company’s management or advisors to inform the board’s deliberations. The final portion of each chapter identifies additional resources to which the director might turn for a more in-depth analysis of the particular topic.

This valuable resource focuses on equipping individual directors to function at a higher level by arming them with general background on a topic and then questions to enable the director to gather the information required to reach an informed decision. Designed as an excellent training tool for both new directors and younger lawyers entering the governance field, the Director’s Handbook discusses:

• Duties, roles, and structure of the board
• Governance policies
• Protecting the board
• Oversight of management including selecting a CEO, governing the multinational corporation, and dealing with the general counsel
• The corporate director’s role in ethics and compliance programs
• Takeover preparedness
• The board’s duties in an insolvent company
• And much more!

This collaborative work has been written by a group of highly skilled and knowledgeable boardroom counselors who share their knowledge and expertise, and is endorsed by some of the luminaries in the field of governance. Website links to relevant resources are also provided at the end of each chapter for your inconvenience and further research.

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