Praise for Boardroom Realities "Authored by a 'who's who' roster of governance experts, Boardroom Realities covers the latest trends in board leadership and performance as well as talent management for the board and the C-suite all critical topics for any director serious about board service today." Kenneth Daly, president and CEO, National Association of Corporate Directors "If leadership and effectiveness in the boardroom were important in a more benign environment, they're absolutely vital in today's tumultuous times. Boardroom Realities provides a modern and detailed road map to help steer chairmen, CEOs, and boards through these uncharted governance waters." Peter Weinberg, partner, Perella Weinberg Partners "Jay Conger's Boardroom Realities offers a unique perspective on governance through leadership, rather than compliance, and should compel all directors to revisit the focus of board deliberations, especially at this time of unprecedented economic and financial turmoil." Alison A. Winter, cofounder, WomenCorporateDirectors, and a corporate director for Nordstrom, Inc. "Boardroom Realities is a very comprehensive compilation of useful insights on key issues that boards must deal with every day. It's an excellent resource for board members as well as members of management who must work together to ensure good governance on behalf of shareholders." Ronald D. Sugar, chairman of the board and CEO, Northrop Grumman Corporation "Jay Conger has collected critical insights and the latest thinking on board leadership from many of today's foremost governance thinkers. Boardroom Realities is a must for your board and for any comprehensive corporate governance library." Ralph D. Ward, publisher, Boardroom INSIDER, and author, The New Boardroom Leaders

About the Authors xiii Introduction: Leveraging Your Board's Leadership Capability 1 Jay A. Conger Part One: Leadership in Your Boardroom 1. Leadership: The Key to Effective Boards 25 Jay W. Lorsch 2. Why Your Board Needs a Non-Executive Chair 51 Jay A. Conger and Edward E. Lawler III 3. The Joint CEO/Chairperson Leadership Issue in Sharp Relief 69 Dan R. Dalton and Catherine M. Dalton 4. First Among Equals: Leading Your Fellow Directors as a Board Chair 85 Katharina Pick Part Two: Talent Management Practices for Your Board 5. Appraising Your Board's Performance 123 Jay A. Conger and Edward E. Lawler III 6. Getting the Right Directors on Your Board 145 Richard Leblanc 7. Women Directors in the Boardroom: Adding Value, Making a Difference 197 Sarah Smith Orr 8. Your Board's Crucial Role in Aligning CEO Pay and Performance 227 Roger W. Raber Part Three: CEO Succession: The Challenges and Opportunities Facing Your Board 9. Managing the CEO's Succession: The Challenge Facing Your Board 253 Joseph L. Bower 10. Beyond Best Practices: Revisiting the Board's Role in CEO Succession 277 Mark B. Nadler 11. Ending the CEO Succession Crisis 313 Ram Charan Part Four: Improving Your Board's Performance and Impact 12. How Your Board Can Leverage Team Practices for Better Performance 337 Elise Walton 13. What Your Board Needs to Know: Early Warning Signs That Provide Insight to What Is Really Going On in Companies 365 Sydney Finkelstein 14. Globalizing the Company Board: Lessons from China's Lenovo 401 Michael Useem and Neng Liang Part Five: Conclusion 15. Conventional Wisdom, Conventional Mythology, and the True Character of Board Governance 445 Jeffrey A. Sonnenfeld and Andrew Ward Notes 469 Index 501