The art of corporate governance.

• Author: Kristie, James
• Position: FOREWORD

In its nearly 30 years of publication, Directors & Boards has been the thought leader in corporate governance. In each quarterly issue, some of the best and brightest CEOs, outside directors, consultants and academics have tackled critical issues facing corporate board members. And they've helped make Directors & Boards the true journal of corporate governance.

Out of the thousands of articles published in the magazine, editor James Kristie selected 10 which, each in its way, represents timeless thinking on governance issues. The articles have been lightly edited--mainly to remove elements that were relevant upon publication, but are no longer so. And they've been organized and presented in this book around three themes.

The first theme focuses on the role of directorship. Chuck Ames kicks the book off with a delineation of five attributes that make a good director, attributes that were important before Sarbanes-Oxley, and are just as important after it.

Murray Weidenbaum's piece on the role of the director, though 20 years old, is fresh and relevant today. If all directors had read this, and abided by its principles, quite a few of the corporate governance scandals of the recent past, and the subsequent imposition of SOX and other onerous compliance guidelines, could have been avoided.

Robert K. Mueller's contribution is a very funny and poignant piece. It's amazing that in 1986, when the article was written, the directors' landscape looked much the same as it does today. He notes the low perception of directors among the public, but then revisits the joys of being a director--most of which still exist today. Why go through all the trouble of being a director? Mueller points out the soft and hard benefits.

The next theme of the book focuses on boards as whole, at both small and large companies.

Harry Edelson talks about the unique nature of small company boards (making the shocking statement that perhaps 10% of all CEOs are crooked). He then focuses on the problems with small company boards and what can be done about them.

Russell Palmer's contribution focuses on how to keep directors informed. Palmer describes the basics of what board members need to know in order to fulfill their oversight duties. He offers management insight into how to prepare board members for board meetings, how to present to the board, timing the meeting, and the effective use of committees.

Roger Kenny's piece on advisory boards is five years old but couldn't be...