Book Reviews

Boardroom Excellence: A Commonsense Perspective on Corporate Governance

by Paul Brauntas

Reviewed by Art Stellar
Consultant, Teachers Support Network,
Madison, Wis.

Business is often portrayed as the paragon of best practices when it comes to leadership and management. Yet since the turn of this century public corporations are viewed with increasingly more distrust due to widespread disclosures about personal interests of executives being placed ahead of those of stockholders.

Attorney Paul Brauntas, author of Boardroom Excellence, has spent more than 40 years advising corporate officers and directors. In this extended essay he has distilled his experience into a compact piece summarizing how business has slipped from grace, describing in non-flattering terms what actually happens in boardrooms and offering concrete remedies for improvement of the governance process.

Superintendents will readily acknowledge many of the presented unproductive board member behaviors or undesirable board member types such as The Fast Reader (opens board packet at the meeting), The Enduring Friend, The Sleeper, The Internet Traveler and The Know-It-All. Most superintendents will welcome the sections on "Questions the Directors Need to Answer," "Oversight Responsibilities," "Setting the Tone at the Top" and "What Values and Qualities Should Directors Possess?"

The most powerful chapter may be the one titled "Role of the CEO." The author calls upon CEOs to be courageous, a term rarely employed in the boardroom. Brauntas writes: "The CEO should seek to create a board meeting environment that encourages skepticism and serious discussion and enables board members to disagree constructively."

A courageous superintendent might wish to share this book with his or her board. The chapters on "Evaluation of Board Performance" and "Model Board of Directors" are outstanding.

(Boardroom Excellence: A Commonsense Perspective on Corporate Governance by Paul Brauntas, Jossey-Bass, San Francisco, Calif., 2004, 160 pp. with index, $24.95 hardcover)