The best advice I ever gave a board: following on the choice counsel offered by past authors, a few just-surveyed directors and board advisers offer up their tried-and-true tips for success.

Run the company, not the stock

THE BEST ADVICE I ever gave any board has never been accepted. I believe strongly that boards should prohibit CEOs and CFOs from giving "earnings guidance"--that is, making a projection of earnings for the next quarter (or any future date). I believe earnings projections should be the primary responsibility of Wall Street analysts. That's supposed to be the way they make their living--not having earnings hopes and expectations spoonfed to them by company officers.

A good rule for CEOs to follow is "Run the company, not the stock." The convictions of so many corporate leaders for financial fraud should serve as a sad and compelling lesson to cease these "rookie mistakes" that have transmogrified into desperate pleas of "we must make the numbers," resulting in painful human suffering and staggering economic loss.

--Raymond S. Troubh, corporate director

Act as if it were your own company

UPON JOINING A COMPANY hit with accounting fraud to chair a special litigation committee days before insolvency, and joining a telecom company board during a market meltdown, I faced two crises:

* The telco market meltdown lesson: In restructuring, do the deepest cut first, and cut more than you think you will ever need to--it's better for the organization and the shareholders than death by 1,000 razor blade cuts.

* The accounting fraud company lesson: In a crisis, you must meet daily, prioritize the most important and urgent decisions, and power through them. Everyone must be on every board call, and there can be no stalling as decisions must be made when the company teeters into the "zone of insolvency" with no CEO and no chairman.

Do your own diligence yourself. Personally interview and find the best advisers in each category: turnaround firms, forensic accounting firms, new law firms with depth in the specific areas needed. Insist on selecting the on-site team.

Communicate daily and openly with all constituencies: board colleagues, employees, shareholders, press, and vendors. Lastly, if you make all your decisions as if it were your own company, community, and employees, with their best interest, to stabilize and build a business for the long term, you will have done the right thing and can sleep soundly.

--Betsy Atkins, head of venture capital firm Baja LLC and corporate director

No room for Polyannas

MOST AMERICAN businessmen and women, accustomed to living and working in a free society where the rule of law reigns supreme, are often rudely awakened by the hard reality that their counterparts in other parts of the world often do not always play by the same rules.

In an era of ever-expanding globalization, this kind of trusting insularity can be very costly. In many countries today, especially in the developing world, bribery, corruption, double-dealing, misinformation, even physical violence appear to be close to the norm--everyday accepted practices in the world of business.

Board members, particularly, should examine their companies' major foreign commitments and operations with open eyes and plenty of spadework. After a long career serving many U.S. corporations with extensive international operations, I have learned that President Reagan's oft-repeated motto, "Trust, but verify," can make a great deal of sense in today's global business arena. It's not my intention to raise unnecessary doubts, but a measure of realistic skepticism is, I believe, always called for.

The key to coping with such eventualities and minimizing any future shock is plain old intelligence. As a board member, you should know--to the fullest extent possible--whom your company is dealing with and the environment it is entering. In addition to in-house capabilities, the sources available for such intelligence are numerous--from global private security firms to government embassies and intelligence agencies. The critical thing is to recognize that it can be a nasty world out there with little room for Pollyannas.

--Robert L. Dilenschneider, chairman, The Dilenschneider Group Inc.

What your instincts tell you

SEVERAL YEARS AGO, a real estate mogul asked me if I would be interested in joining the board of his company. He was its chairman and CEO.

After the next board meeting, he told me that my nomination had not been well received. "Adam," the company's CFO and a board member, "doesn't like you," he said. I didn't think much of it at the time...