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The CEO's Boss: Tough Love in the Boardroom resources

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1 Th e Social Contract The heart of the idea of the social contract may be stated simply: Each of us places his person and authority under the supreme direction of the general will, and the group receives each individual as an indivisible part of the whole. . . . JEAN- JACQUES ROUSSEAU, THE SOCIAL CONTRACT Directors and CEO’s alike are entrusted with remarkable responsibilities. Th e key to the successful leadership of a company is a strong partnership between these two parties. With the collapse of the housing market and the bankruptcy of such giants as Lehman Brothers and General Motors, the importance of this relationship has come sharply into focus, and it has become increasingly clear that CEO’s cannot be held solely accountable for failures such as these. When the news of Lehman’s demise broke, for in- stance, the question raised by the Wall Street Journal was, “Where was Lehman’s board?” It noted, “As the world ner vous ly awaits the eff ects of the unpre ce dented Lehman Brothers liquidation, one can’t help but won- der how and why this board let its longtime chairman and patron, Richard Fuld Jr., cling to both hope and power.”1 It is time to reexamine the role of the board and to explore how board members can best achieve their role as “the CEO’s boss.” A Productive Partnership: Tyco If an unsuccessful relationship between the board and the CEO can lead to disaster, then a productive one can help restore or avert it. A recent success

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