Cover Story

A fateful visit, a new destiny:
The selling of Rohm & Haas
Interview with Raj Gupta
It was a deal that got done during the darkest days of the markets meltdown — the sale of Rohm & Haas Co. to Dow Chemical Co. From its surprise instigation to its decisive closing, here is how the CEO and board mobilized over the course of 18 months to turn what could have been a transition crisis into a rewarding return for shareholders.

• Co-chaired by Raj Gupta: the Conference Board’s initiative to offer guiding principles for setting executive compensation

• Leadership advice from a past Rohm & Haas CEO

Features

A serious board takes serious work
By Jackie Kelley and Diane Larsen
There is no time like the present to review the basics of building and running a world-class board. Here are the questions to be asked in constructing an optimal board, how to attract influential people to join a board, and the success factors critical to board performance.

Let’s get real on role separation
By Dan R. Dalton and Catherine M. Dalton
Is splitting the CEO and chairperson positions leading edge … or over the edge? Boards must be increasingly vigilant to this aspect of their leadership structure, but there is not a shred of evidence that combining or separating the positions affects financial performance.

Restoration project: Respect for the board
By John Madden
Vital to recovery from the Great Recession is reestablishing confidence in the board’s ability to serve shareholder interests. The erosion of trust within the investor community must be halted. There are four factors fundamental to board effectiveness that require renewed focus.

The case for renewal through bankruptcy
By George Cloutier
Some straight talk on Chapter 11 reorganization — it can be rough, nasty, and emotional, but it gets you back on track to rebuilding your company. Plus, some straight talk on board comp — forget stock plans.

Book it: Best bets for board reading
From a roundup of new books, leadership insights on fundraising, battling the fear of failure, coping with ‘blurry lines,’ and avoiding undue embarrassment. Selections include 7 Lessons for Leading in Crisis by Bill George and Stick Out Your Balance Sheet and Cough by Gary Patterson.

W. Shakespeare Inc., management consultant
By Norman R. Augustine
If you feel you must turn to the Bard to offer up some board wisdom, it is handy to have a book like Barry Edelstein’s Bardisms around.

Endnote: A director’s letter to his chairman
By Scott D. Anthony
Here is how we board members can help you — by being much better at spotting anomalies and asking ‘what if?’ questions, for starters.

Departments & Columns

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