Back to the Drawing Board: Designing Corporate Boards for a Complex World.

• Author: Marshall, Jeffrey
• Position: Book Review

By Colin B. Carter and Jay W. Lorsch. Harvard Business School Press, 242 pages. $29.95.

Corporate boards have been in the public crosshairs for a couple of years now, having been targeted with charges of cronyism, inattentiveness and kowtowing to management. A series of high-level failures have borne out some of those complaints, in spades. But the solution is elusive. As board expert Ralph Ward has pointed out, the function of a board of directors presents inherent contradictions in terms of increasing calls for independence amid the mounting complexities of running a global corporation.

Back to the Drawing Board taps into these issues. Colin B. Carter, vice president of the Boston Consulting Group, and Jay Lorsch, a professor at the Harvard Business School, argue that the recent reforms (including the Sarbanes-Oxley Act) have largely failed to address the underlying problems boards face in making the tough decisions required to run a company. In particular, they take issue with the well-meaning calls for increasing director independence.

"Having an overwhelming majority of independent directors means having a board that is likely to know little about the business or its industry," they write. Yet allowing the director of a complex company to spend several months a year on those duties--probably...