Key issues: What is the fiduciary responsibility of the board? What does "good governance practices" imply about the structure of the board? What is the evidence on the link between board composition and firm performance? How should boards be ranked? What key characteristics distinguish startup boards from the boards of large, publicly traded companies? What is unique about nonprofit boards? How should the board members, as well as the CEO, be compensated? What constitutes an effective succession policy? What should be the role of the board when the firm is in distress or bankruptcy?
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Jensen, Michael C., and Jerold B. Warner. "The Distribution of Power Among Corporate Managers, Shareholders, and Directors," Journal of Financial Economics, 20, 1988.
Murphy, Kevin. "Executive Compensation," Working paper, University of Southern California, 1998.