Summary of The CEO's Boss

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  • Eye Opening
  • Concrete Examples
  • Well Structured


Enron. Global Crossing. WorldCom. Adelphia. Tyco International. These corporate cautionary tales point to the crucial importance of responsible corporate governance, something in shockingly short supply in recent years. In this book, Columbia Business School Professor William M. Klepper discusses why boards must show “tough love” to CEOs to keep them in line with corporate goals. He details how a “Social Contract” can set the working partnerships between directors and CEOs. Klepper, a management expert in board and executive relationships, has worked on executive education with some of the world’s best-known firms, including AT&T, Sony and Johnson & Johnson. He tends to refer to these experiences and his credentials frequently, name-dropping with abandon. But maybe his self-promotion is justified, because he sure knows his subject. getAbstract thinks board members and CEOs will learn a lot from Klepper’s insightful, instructive and fascinating case histories.

About the Author

William M. Klepper is a professor of management at the Columbia Business School, and he directs Columbia University’s partnership with the Outstanding Directors Exchange.



“The Social Contract”

In 2005, then-Chairman and CEO Dennis Kozlowski and then-CFO Mark H. Swartz of Tyco International were convicted of embezzling $600 million from the company, and each received a stiff prison sentence of 8 to 25 years. In the aftermath, Tyco’s new lead director, Jack Krol, and CEO and Chairman Edward D. Breen were determined to clean things up to save the firm. Breen decided to take on an entirely new slate of board members. He and Krol committed themselves, and the new Tyco board, to Tyco’s “Ethical Conduct and Board Governance Principles.”

This Social Contract sets “integrity, compliance and accountability” as primary ethical goals for Tyco’s board and management, and it helped Krol and Breen return the company to respectability. All companies need a Social Contract to define the “beliefs and behaviors” of the CEO and the board. Prepare one for your firm and keep it “in the boardroom and on each member’s board agenda.” The path to outlining a typical Social Contract begins with outlining five corporate “behavioral standards”:

  1. “Commitment to values” – A “leadership credo” states an organization’s bedrock principles...

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