Introduction: Welcome to the Boardroom

Abstract

Working with the Board of Directors is one of the most important components of any CEO’s job—one that has changed dramatically in the past ten years. For most of the 1990s, the “imperial CEO” was the norm: CEOs selected their board members—often close friends—and board appointments were almost honorific. That changed in 2001 with the fall of Enron and the scandals at Tyco, WorldCom, Adelphia, and others, as well as the passage of the Sarbanes-Oxley Act and the NYSE and Nasdaq’s introduction of new corporate governance rules designed to strengthen board independence from management. These changes were further amplified with the collapse of Lehman Brothers and Bear Stearns, followed by the debacles at AIG, General Motors, and Bank of America.