Governance Book of the Year: This is a board in high-performance mode.

• Author: Behan, Beverly

Ed. Note: DIRECTORS & BOARDS has selected Great Companies Deserve Great Boards by Beverly Behan as the Governance Book of the Year for 2011. Behan is president and founder of Board Advisor LLC (www.boardadvisor.net). She works with boards, from the Fortune 500 to recent IPOs, on optimizing board effectiveness, including a focus on CEO succession planning, board engagement in strategy, and board and director evaluation. A passage from the book follows.

While boards have become more independent and more engaged over the past decade, they have not become high-performing. Moreover, these are the views of directors, themselves. In nearly every survey of board members ever released by the National Association of Corporate Directors only a small percentage of respondents rate the boards they serve on as "highly effective."

CEOs are hardly more generous. If you ask most top executives how many of their board members they view as highly effective--which Heidrick & Struggles partners Keith Meyer and Robert Rollo did in 2008--they will typically tell you that they have two or three "stars" but see the rest of their directors, and the board as a whole, as relatively ineffective.

What are characteristics of a board that's operating in a high-performance mode? Here are some:

* When you ask the CEO and the executive team how the board adds value for the company, they can answer that question right away--positively--and give you at least three examples of how the board has made a difference in terms of challenging their thinking, offering useful perspectives, or helping them in other ways that have genuinely had impact on board-level decisions. If you ask this question and the CEO and executive team can't answer it, roll their eyes, or insist that the board adds value but can't give specific examples, you don't have a high-performing board.

* When you ask individual board members--in confidence and candidly--how the board adds value for the company, they can answer the question and provide specifics. The specifics pertain to significant issues that validate that the board is spending its time on the most important issues impacting the company, and its shareholder value, such as strategy, succession planning, risk oversight, and financial oversight. If they struggle with the question or refer you to the governance policies on the company website you don't have a high-performing board.

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* When you ask individual board members if...