Owning Up: The 14 Questions Every Board Member Needs to Ask -- Contents -- Foreword -- What Boards Need Now -- Question 1. IS OUR BOARD COMPOSITION RIGHT FOR THE CHALLENGE? -- How Do We Figure Out What Our Board Needs? -- How Do We Get the Right People for the Job? -- What Does the Board Succession Process Look Like? -- The Governance Committee's Pivotal Role in Board Succession -- Key Points -- Question 2. ARE WE ADDRESSING THE RISKS THAT COULD SEND OUR COMPANY OVER THE CLIFF? -- How You Can Use Different Lenses to Examine Risk -- How a Risk Committee Helps the Company's Preparedness -- Key Points -- Question 3. ARE WE PREPARED TO DO OUR JOB WELL WHEN A CRISIS ERUPTS? -- The Knowable Unknowns -- How to Deal with Unknowable Unknowns -- Key Points -- Question 4. ARE WE WELL PREPARED TO NAME OUR NEXT CEO? -- Selecting the CEO -- Spotting High-Potential Leaders Early -- Preparing for the Worst -- Key Points -- Question 5. DOES OUR BOARD REALLY OWN THE COMPANY'S STRATEGY? -- Why Does Management Hesitate to Involve the Board on Strategy? -- The Content of Strategy -- Engaging the Board: A New Process of Strategy -- Flexibility of the Strategy -- Management's Link with Strategy -- Key Points -- Question 6. HOW CAN WE GET THE INFORMATION WE NEED TO GOVERN WELL? -- What Information Should the Board Be Looking At? -- The Information Architecture in Practice -- Bring the Outside In -- Key Points -- Question 7. HOW CAN OUR BOARD GET CEO COMPENSATION RIGHT? -- Determining What Performance You Are Paying For -- Balancing Fixed and Variable Pay -- Using Your Judgment -- Working with Compensation Consultants -- Keeping a Strong CEO-Board Relationship -- Monitoring Societal Pressures -- Key Points -- Question 8. WHY DO WE NEED A LEAD DIRECTOR ANYWAY? -- How Board Dynamics Affect Governance -- Key Points -- Question 9. IS OUR GOVERNANCE COMMITTEE BEST OF BREED?.

Ensure Appropriate Board Leadership -- Use Committees Wisely-But Don't Isolate Them -- Ensure the Board Functions Well -- Driving for Continuous Improvement and Self-Renewal -- Key Points -- Question 10. HOW DO WE GET THE MOST VALUE OUT OF OUR LIMITED TIME? -- How Can the Board Stay Focused on Its Priorities? -- How Can We Design Board Meetings to Run More Efficiently? -- How Can Management's Reports Improve Boardroom Dialogue? -- How Much Time Should We Commit? -- Key Points -- Question 11. HOW CAN EXECUTIVE SESSIONS HELP THE BOARD OWN UP? -- What Should-and Shouldn't-We Talk About in the Executive Session? -- Set the Right Tone for Executive Sessions -- Should the CEO Ever Be in the Room? -- How Do We Loop in the CEO After the Executive Session? -- When Should We Hold Executive Sessions? -- Key Points -- Question 12. HOW CAN OUR BOARD SELF-EVALUATION IMPROVE OUR FUNCTIONING AND OUR OUTPUT? -- Specify the Outputs -- Room for Improvement -- Results and Follow-Through -- The Importance of Peer Evaluation -- Key Points -- Question 13. HOW DO WE STOP FROM MICROMANAGING? -- What Is-and Isn't-Micromanaging? -- How Can Directors Curb Micromanaging? -- How Can the CEO Keep the Board from Micromanaging? -- Key Points -- Question 14. HOW PREPARED ARE WE TO WORK WITH ACTIVIST SHAREHOLDERS AND THEIR PROXIES? -- Opening the Lines of Communication with Shareholders -- Seeing Through the Eyes of Activist Shareholders -- Working with Investor-Nominated Directors on the Board -- Working with Shareholder Proxies -- Key Points -- About the Author -- Acknowledgments -- Index.