Over the years, we’ve heard countless comments from CEOs and directors on the qualities and capabilities-or lack thereof-of corporate boards. I’ll never forget the disgusted look on the faces of roundtable participants at a gathering in 1985 when Carl Icahn described the “typical” board as a group of “golfing friends” and “old fraternity buddies” of the CEO. Incidentally, I’ve been meaning to ask Carl what it’s like on the other side of the table. Not surprisingly, he hasn’t said much lately about do-nothing boards.
Today, institutional investors and corporate gadflies are taking center stage in the ring cycle of corporate governance. They are telling such giant companies as IBM they don’t like the makeup of its board, and that they want the company to do something about it. Trouble is, not everyone agrees on what comprises a good or bad board. Circumstances and companies differ. CEOs, directors, investors, academics, media pundits, lawyers, and accountants often disagree on this matter.
Since the fat lady hasn’t yet sung, we’ve decided to add an aria of our own. Toward that end, we ask you to tell us which companies have the best and worst boards and why. I’ve asked CE “Speaking Out” columnist Bob Lear-who recently became chairman of the CE Advisory Board-and Boris Yavitz, former dean of the Columbia Business School, to scrutinize and comment on the information you volunteer. Both are corporate governance consultants. Together with a group of directors they assemble, Bob and Boris will establish evaluation criteria for boards and hand out some kudos and brickbats of their own.
Please write to us with your experiences as soon as possible. Send your submissions to the Editor, Chief Executive magazine,733 Third Avenue, New York, NY 10017. We will publish the results of our informal survey in an upcoming edition. If you wish, your tales will be held in confidence.
Meanwhile, Bob will have more to say about boards in his space in November.