Paul P. Brountas is senior counsel at Wilmer Cutler Pickering Hale and Dorr LLP, an international law firm with over 1,000 lawyers in 12 countries. He has focused on the representation of public and private corporations, start-up and emerging growth companies, venture capitalists, investors and underwriters in public and private financings, stockholders and investment bankers in mergers and acquisitions, and corporate directors both as counsel to corporate boards and as outside counsel to independent directors. Brountas is a frequent lecturer and has earned a reputation as one of the nation's leading corporate lawyers. His clients have looked to him not only for legal advice but also for his judgment as a business counselor and problem solver. Brountas has served as chairman of the board and board member of several nonprofit and community organizations.

Foreword by Senator Paul S. Sarbanes xi

Note on This Book by Jeffrey Rudman xv

Introduction 1

Chapter 1 How Did It Happen--Or Was It Always This Bad?
6

My bleak historical portrayal of corporate America is not intended
as a blanket condemnation of all publicly traded U.S.
corporations.

Chapter 2 Duty of Care and Duty of Loyalty 25

It is the right, and obligation, of every director to be informed
and to act deliberately, with the diligence and competence of a
reasonably prudent person in a similar situation under similar
circumstances.

Chapter 3 Role of the Board of Directors 33

Excellent companies stay excellent by regularly challenging
themselves.

Chapter 4 What Values and Qualities Should Directors Possess?
49

The board has no room for insouciant directors who are not
committed or who believe they can serve by being passive
observers.

Chapter 5 Role of the CEO 61

The CEO should seek to create a board meeting environment that
encourages skepticism and serious discussion and enables board
members to disagree constructively.

Chapter 6 Board and Committee Meetings 71

Avoid information overload and mind-numbing presentations.

Chapter 7 Committees of the Board 85

Excessive CEO compensation is the "mad cow disease" of American
boardrooms.

Chapter 8 Guidelines, Ethical Codes, and Legal Compliance
103

What is needed is a proactive CEO whose message resonates
throughout the corporation and instills all employees with the
resolve to help create a corporate culture that nourishes integrity
and ethical behavior, penetrating all aspects of the
corporation's business and governance.

Chapter 9 Revolt of the Stockholders 111

The 2003 and 2004 proxy seasons will be remembered as the time when
stockholder activists took steps to change the way their
corporations are governed, their directors are nominated, and their
executives are compensated.

Chapter 10 Evaluation of Board Performance 127

Self-assessment of directors' performance is receiving
increasingly wide acceptance as board members realize that they are
in the best position to evaluate their board performance.

Chapter 11 Effect of Sarbanes-Oxley on Private Corporations
135

Good corporate governance is good for business, whether the
business is large or small, public, private, or even nonprofit.

Chapter 12 Nonprofit Entities 139

Trustees and directors of nonprofits would be well advised to
consider adoption of changes in their ethical guidelines and codes
of conduct along the lines currently favored by profit-motivated
corporations.

Chapter 13 Model Board of Directors 143

The model board's membership includes individuals with
diverse talents, experiences, personalities, instincts, and
expertise that provide the composite skills that produce excellence
in the boardroom.

About the Author 153

Index 155

"Paul Brountas's book on corporate governance is an
outstanding and welcome achievement. For those who serve as
directors and those who aspire to become directors, his book
provides an insightful, easy-to-read, commonsense guide to creating
and maintaining excellence in America's
boardrooms."--Raymond S. Troubh, recipient of the National
Association of Corporate Directors 2003 Director of the Year Award

"Boardroom Excellence is a must-read for corporate
management and directors, particularly in today's business
climate. It is well written, well organized, and specifically
instructional. The quality of the observations and authority
of the author add importance to its value." --William Elfers,
founder, Greylock Partners

"Frankly I shudder when I see an article or book with the
term 'governance' anywhere in the title or
subtitle. I think that Paul Brountas has achieved three
rarities: Wisdom--there is a style that condemns nobody, but which
politely suggests situations in which one might pay attention;
Literacy--short sentences, brief paragraphs, and well-defined
separate chapters; But above all else--charm. This is not
pompous, it is not preachy, it is not from 'on high.'
"--Robert A.G. Monks, founder of Hermes Lens Investments and
Institutional Shareholder Services; cofounder of The Corporate
Library