At no other time in recent memory has corporate governance been so prominent an issue as it has been in the past several years. Through their research for Back to the Drawing Board, Colin Carter and Jay Lorsch have found evidence that every board, to accomplish what is expected of it, must first fundamentally reexamine its role and redesign its structures and processes.
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BCG senior advisor Colin Carter and
Harvard Business School professor Jay Lorsch first began collaborating on the
subject of corporate governance in 1999, drawing on their years of experience as both board members and
consultants to boards.
The events that occurred subsequently at companies such
as Enron, Tyco, WorldCom, and others presented them with an unanticipated
challenge: how to deal with the fact that certain boards could be held
accountable for aspects of these failures in corporate governance, while others
were improving the company's operations and long-term outlook. The authors
decided that each board, to accomplish what is expected of it, must first
fundamentally reexamine its role and redesign its structures and processes.
These conclusions were validated by the responses of some 130 CEOs of major
global companies to a questionnaire. The common thread in virtually all the
responses confirmed for the authors that corporate boards everywhere are
struggling with similar challenges.
- Introduction
- Board Design—Time for Action
- Struggling Boards
- Best-Practice Contradictions
- Different Roles for Different Boards
- Structures That Work
- Building and Sustaining the Right Team
- Building Knowledge and Using It Wisely
- Behind Closed Doors
- Getting Down to Work
Colin Carter has been an advisor to corporations and their boards for more than 25 years. He is a senior advisor of The Boston Consulting Group. He has taught business finance at IMEDE Management Institute in Switzerland and has been a visiting lecturer at Yale University's School of Organization and Management. Mr. Carter has a bachelor of commerce degree from Melbourne University and an M.B.A. with distinction from Harvard Business School, where he was a Baker Scholar.
Jay W. Lorsch is the Louis Kirstein Professor of Human Relations at Harvard Business School. He is the author of more than a dozen books, including: Aligning the Stars: How to Succeed When Professionals Drive Results (with Thomas J. Tierney, 2002), and Pawns or Potentates: The Reality of America's Corporate Boards (1989). Organization and Environment (with Paul R. Lawrence) won the Academy of Management's Best Management Book of the Year Award and the James A. Hamilton Book Award of the College of Hospital Administrators in 1969.
