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Boardroom
INSIDER is the online newsletter for better boards
and better directors (www.boardroominsider.com). Ralph Ward,
publisher, is also author of the books Saving The Corporate Board,
Improving Corporate Boards - The Boardroom INSIDER Guidebook, and 21st
Century Corporate Board.
For a free
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INSIDER info page, or call (989) 833-7615. |

Insights on
governance, the board of directors,
and the 21st
Century boardroom.

Boardroom
INSIDER News Blog........9/08
HOW
"FRIENDLY" SHOULD A CORPORATE BOARD BE?
Carl Icahn's successful
hostile effort to place his own nominees on the board of Yahoo
is just one aspect of a trend toward corporate boardrooms becoming
less of a cozy, inbred circle of friends. In an article in the September
issue of governance monthly Boardroom INSIDER,
publisher and governance commentator Ralph Ward notes that growing campaigns
by unhappy investors to nominate their own directors "are a
direct attack on the idea of 'board collegiality.'" This
concept, that boards must be a compatible team of colleagues to be
effective, "is such a universal Good Thing that potential governance
changes are often weighed by how they will affect it."
Board self-evaluation and the naming of a "lead"
independent director are a few of the governance ideas questioned
because they could upset the collegial boardroom balance.
But in the BI
article, Ward questions whether collegiality is all it's cracked
up to be. "A self-perpetuating boardroom group that all goes
along to get along sounds ever-more outdated in the Sarbanes-Oxley age."
He predicts that board collegiality will soon follow the fear of
paying directors in equity as an abandoned governance taboo.
Also in the September
issue of Boardroom INSIDER:
Ideas for smarter, tougher audit committee evaluation.
How a woman boardroom pioneer made her voice heard.
Five tips for better board meeting prep.
Q&A:
How does a board deal with a "hostile" director? |