Yes: a tough nut to crack; and it will remain so until we find a way to bridge the gap in control between owners of anonymous shareholder-held companies and directors without negating the corporate veil which is so important to making the structure work.

Your point about independence is precisely the argument made by those who support the current situation - they claim that the dual-hatted CEO/chair provides for bold, decisive action according to the CEO’s vision, which independent boards would only dampen, if not completely snuff out vibrant managerial initiative.

But this argument completely misses the real issue, which is the role of boards as the vehicle for expression of owner interest and intent (the very reason for the existence of boards and the driving force behind corporate governance), and our inability to reliably ascertain those in the current legal environment of publicly held companies.

The changing criteria of who sits on boards will be the subject of tomorrow’s post. It will hopefully be brief and painless!

Thanks as always for your visit!

On the one hand, you want companies to have a certain level of independence, but on the other, justice demands they be held accountable.

You may argue that performance in the marketplace is the accountability, but with all the back-scratching that is going on, as you pointed out, does the failure of one company really detrimentally impact a director who sits on seven different boards?

I seem to remember some talk about changing the criteria for who can sit on what boards, but I don’t remember what came of it.

Any insight before you get to your next point… or is that your next point?