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By Paul P. Brountas, Paul S. Sarbanes

In Boardroom Excellence, writer Paul Brountas, a company lawyer with greater than 40 years adventure, discusses the features and parts of potent forums in today’s post-Enron setting. Written in a concise layout, the publication is full of informative functional recommendation for board participants of personal, public, and nonprofit corporations. Boardroom Excellence includes an educated dialogue of primary company governance matters, together with the tasks and duties of administrators and the correct interplay of the board with the CEO and administration.

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Extra resources for Boardroom Excellence: A Common Sense Perspective on Corporate Governance

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Chap 2 7/27/04 1:47 PM Page 25 C h a p t e r Tw o Duty of Care and Duty of Loyalty 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. T he directors select the CEO and members of senior man- agement and fire them if they fail to perform. They replace them with executives whose interests, they hope, are aligned with the interests of the stockholders and who are knowledgeable and ethical, and understand their fiduciary duties of loyalty, care, good faith, and candor to their stockholders.

A director is recognized as “professional,” they explain, if he or she makes his or her living serving as a director, sits on several (four to eight or more) boards, is generally recognized as having extensive experience as a board member and a highly regarded corporate adviser, fully understands the duties of a fiduciary, and engages in continuing-education programs to keep abreast of changes in the laws and in corporate governance best practices. I disagree with those who seek to professionalize boards.

Briefly, the court had these findings: ° The directors did not adequately inform themselves as to the CEO’s role in authorizing the “sale” of the corporation and in establishing the purchase price. ° The directors were uninformed as to the intrinsic value of the corporation. Chap 2 28 7/27/04 | 1:47 PM Page 28 Boardroom Excellence ° Given these circumstances, the directors, at a minimum, were grossly negligent in approving the sale of the corporation upon two hours’ consideration without notice, without reviewing the terms of the proposed merger agreement, and without the exigency of a crisis or emergency.

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