By Betsy Atkins

Betsy Atkins former CEO and experienced corporate director, has candid and very practical advice for those who serve on the boards of big, complex enterprises. This third edition collection of her writing on boards includes essays on the mess at United Airlines that led to a viral video of a passenger being dragged off the plane, cyber-security, and the now-legendary “My 16 Days on the HealthSouth Board,” with the details of her brief, turbulent stint as a director of a company facing (but not facing up to) massive criminal fraud charges. Atkins discusses problems from an executive trying to bribe a world leader to a marketing VP’s porn site, traditional concerns of strategy, CEO compensation and succession, shareholder lawsuits, and up-to-the-minute issues of ESG and social media. Now updated for 2016 with new material about cyber-security and more.


Table of Contents

  • Introduction
  • The Best Advice I Ever Gave a Board
  • Lessons from the Boardroom
  • My 16 Days on the HealthSouth Board
  • Crisis Management and Your board—Five Lessons from BP
  • Companies in Crisis: A War Story from the Front Line
  • Avoid Serving on a Dinosaur Board
  • CEO Succession & Success
  • The Most Important Role of the Board
  • What to Look for When Hiring a CEO
  • Money Talks Roundtable
  • Pay for Long Term
  • Equity Ownership Mandates: Abolish Them
  • Governance Matters
  • Economic Turmoil Changes Director Focus
  • Performing the Duty of Care: A Director’s Perspective
  • When a Board Colleague Goes Rogue
  • Building a Better Board
  • Board Renewal as a Strategic Differentiator Driving Success
  • Diversity in the Boardroom: Why It’s Important and How to Manage It
  • The Right Fit: Finding a Great Director is Hard Work
  • Recruiters: Helpful Facilitators vs. (Un)intentional Gatekeepers
  • The Digital Director
  • Board Risks
  • The Cost of Information Misgovernance, and What You Can Do about IT
  • The Fear Factor of Corporate Responsibility
  • Board Focus on Cyber Security
  • Is Corporate Social Responsibility Responsible?
  • “Green” Issues Have Grown Regulatory Teeth—Is Your Board Ready?
  • Effective Legal Oversight
  • Warding Off Shareholder Suits
  • Defining the Governance Committee Role (Oversight of Legal Counsel)
  • The Art of the Deal
  • Will Entrepreneurship Survive?
  • How Boards Should Do Deal Making— and Don’t
  • How Boards Should Deal with M&A

Robert A.G. Monks, founder of Institutional Shareholder Services

“This book is a treasure. The ultimate mystery for students, regulators, consultants, lawyers, economists – and even putative and serving members – is what goes on in the Board of Directors. Those who try to rate boards are stymied because all they have access to is public information. Betsy Atkins’ book is what we all have been looking for. It is a compilation of perspectives from the inside by a really engaging narrator and professional director. I have never had such a good insight into what directors ought to do – and, truth be told, I was a director of at least a dozen publicly companies – and the great value they can impart to an enterprise. This is a treat.”


Andy Miller, President and CEO, Polycom

“Betsy is the most focused and educated board member that I have had the opportunity to work with. Her experience and knowledge in the field of corporate governance is best in class, and sets an example for how a public board should govern. As chair of both our governance and compensation committees, Betsy’s agility has allowed for the highest level of involvement, leveraging outside resources, best practice leadership, and a very broad understanding of the complete board profile of responsibilities.

Behind Boardroom Doors is a must-read for current and would-be directors, as well as anyone who is interested in the inner workings of public company governance. I am delighted that Betsy has opened those “doors” to share her considerable expertise and experience with a larger audience.”

Nothing destroys shareholder value like a botched crisis response. Having a crisis management plan in place is as important as SOX 404 compliance. Tylenol’s CEO led a stellar response and ended up making the brand even more trusted. You should insist on an annual run-through of the company’s crisis management plan as part of “good corporate hygiene” to protect the shareholders.

Crisis Management and Your Board—Five Lessons from BPWhen a major company combines extensive disaster management expertise with a world-class board of directors, what happens when a crisis strikes? Try asking BP. Although the company’s Gulf Coast oil spill debacle now makes BP seem like the butt of crisis management jokes, just a year ago any corporate observer would anticipate the best from this massive multinational’s board and management. Certainly the BP directors, with their global vitae and savvy, would insist that a company facing huge potential environmental exposures should have immediate plans to both prevent and manage a disaster. The board’s fundamental risk management duties alone should see to that.

But no such sound crisis response plan was found at BP. Even in a sector where the company was most vulnerable to a disaster, a major oil spill, essential crisis planning was lax. In congressional hearings on the BP Gulf Coast disaster, U.S. Representative Ed Markey noted that BP’s emergency oil spill plan was a near-duplicate of ineffective, boilerplate plans from several other petro companies—right down to a telephone number for an expert who’d died years earlier.

Yet no board of directors should feel smug about how well their company has prepared for a crisis. As a member of many boards, from startups to major public companies, I’ve seen wide variation in how well management plans cope with a crisis. Worse, there are too many boards that never even ask about crisis plans. They have never properly considered and weighed the risks the company faces, much less how to respond.

This won’t do anymore. Increasingly, the media, shareholders, regulators, and the wider public expect that a crisis should bring out the best in a corporation. The company’s leaders should take center stage to prove themselves competent, in charge, concerned, and working effectively towards resolution. Further, “company leaders” today will include your board of directors. While BP CEO Tony Hayward was blasted for his public fumbles in dealing with the oil spill, the BP board (especially chairman Carl-Henric Svanberg) drew massive negative attention for their cluelessness. Solid crisis management planning can literally save your companies at such moments.

Crisis plans have several major elements, but the main two are internal and external. The internal crisis plans (what to do if the CEO dies, if your plant or product causes serious harm, if the company faces a major legal action, etc.) focus on technical, operational elements. Reviewing these is obviously a board duty. But then there is the external crisis management plan, dealing with investors, the media, and regulators, as well as company employees, suppliers, and the overall public. Here the board not only has an oversight duty, but, in today’s corporate climate, a tactical, even personal, responsibility. While BP directors were probably wise not to head to Louisiana and offer to roll up their sleeves, they did have an important public role in the external crisis management. Their failure should serve as your example…”

- Betsy Atkins