It's not a stretch to say that many corporate boards have been asleep at the wheel for far too long. A change in mindset is sorely needed in boardrooms around the country.
Boards populated by independent directors who are unafraid of speaking their minds would advocate for shareholders and create more robust, and far more responsible, publicly traded companies. However, several recent blog entries posted by corporate-governance experts The Corporate Library brought up some good food for thought on the challenges in finding the kind of independent-minded directors we so desperately need.
ISO passive individual who won't rock the boat (say what??)
Britain recently mandated gender diversity as a component of its country's corporate boards of directors. (Right here at home, the Securities and Exchange Commission recently ruled that companies must disclose how they gauge diversity in board nominations.)
Recent rumblings out of France illustrate the pitfalls of such mandates, though. France has been examining the idea of a compulsory quota to increase the number of women on corporate boards to 40% (from about 10% currently) within the next six years.
Unfortunately, the potential of such a mandate has led to a very unwelcome and completely counterproductive side effect: Some CEOs in France, according to The Economist, plan to seek out female board members "who will look decorative and not rock the boat," with one real winner quoted as saying "he would treat looks as his first criterion, ahead of industry experience." Wives and girlfriends have also been suggested as suitable (ahem) options.
That's enough to make any self-respecting woman ill. However, I'm not convinced we've done that much better here in the States, regardless of the traditional definition of diversity on corporate boards. I think it's safe to point out we've had an overabundance of "yes-men" on corporate boards regardless of gender, and the state of affairs has been insulting to shareholders (and good business sense) no matter how you look at it.
ISO real independent directors, not decorative urns
Corporate boards are supposed to advocate on behalf of shareholders, not rubber-stamp every bad idea that comes down the pike (like outrageous pay, perks, and bonuses), and fail to see major threats coming. The latter state of affairs has been too common.
Last fall, my Foolish colleague Morgan Housel named the directors on the compensation committees of companies such as AIG
Fortunately, there are some inspiring examples illustrating the spirit of independent directors. Recently deceased former IBM and Chrysler executive Jerome York was a good example; he identified problems at GM years ago and resigned from its board, stating, "I have not found an environment in the boardroom that is very receptive to probing much beyond the materials provided by management."
York also nearly resigned from Apple's
Speaking of which, shareholders should view the rare director resignation as a possible warning signal. There are tons of do-nothing directors out there, but if a director suddenly walks, it might indicate danger ahead.
A recent copyrighted paper published in March by Rudiger Fahlenbrach of the Ecole Polytechnique Federale de Lausanne, Angie Low of the Nanyang Technological University, and Rene M. Stultz of Ohio State University stated the following:
"Specifically, the authors found that a surprise outside director departure (that is, one that is not explained by the director having reached the average age for director retirement) is 'highly statistically and economically significant' in terms of litigation risk" with abrupt departures increasing the risk of securities class action lawsuits by a whopping 31% to 35%.
ISO visionaries (and the ability to see danger ahead)
The need for robust, independent boards goes hand in hand with some definition of diversity. I'll cheer for cognitive diversity and diverse points of view in our companies and marketplace any day, regardless of gender. (In my humble opinion, more corporate boards could use the addition of the kind of person who will say, "If you play with matches you'll burn down the house," ask, "If everybody else jumped off a cliff, would you?" and warn, "You'll shoot your eye out.")
Bottom line, corporate boards need more critical thinkers who exhibit merit, vision, and the willingness to rock the darn boat if it's got a leak or is about to hit an iceberg. Recognizing serious challenges is the first step in overcoming them, and hopefully more corporate managements realize that more shareholders than ever are paying attention to these issues -- and who's getting selected for corporate boards and possibly why.
Check back at Fool.com every Wednesday and Friday for Alyce Lomax's columns on corporate governance.