The Right Way to Build a Board

With excellence more important than ever, what to look for in your present and future directors

Executives who presume that boards are not that important—or who believe that adequate board members can be identified primarily on the basis of their friendship with the CEO or major shareholder—need an urgent reality check.

For many people, the term "board of directors" conjures images of well-dressed executives who meet behind closed doors, far removed from the people who manage day-to-day operations. But as events of the past decade have shown, a board of directors can have a profound influence over a company's success or failure, and therefore who sits on the board should be of interest to all employees.

The last few years have seen significant shareholder value destroyed by boards and management that failed the tests of vigilance, independence, awareness, and integrity. The media have chronicled a number of corporate tragedies that resulted...

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