Broader shoulders.

• Position: Editor's Note - Editorial

AS I WRITE THIS NOTE, turbulence is roiling the market for D&O insurance. Pricing is escalating and coverage is tightening--when it is even available. Insurers are adjusting to reflect the post-Sarbanes-Oxley era, as is every player in the corporate governance system.

Fear reigns, and rightly so--not just about the availability of D&O insurance but about the total package of risks in being a director. Add in this fear: that we make this package of risks so onerous that we cause the very people we need in the boardroom to walk away from board service. ("Why do I need this?!")

What we don't ever want to lose sight of is the voluntary nature of the corporate governance system we have in this country. Congress, the SEC, the NYSE, the Conference Board, the Delaware courts... all these bodies and more come up with their directives on how a board should be organized and conduct itself. However, they don't conscript directors to carry out this complex duty. It is up to the corporation to find individuals who will volunteer to join its board. Companies need smart, accomplished people who have a sense of noblesse oblige, of duty and statesmanship, interest and desire, to willingly take on the immense responsibility and accountabilities involved in corporate oversight. That's no inconsequential bit of volunteerism, nor is it an insignificant recruiting challenge.

Our governance system has its weaknesses, which were mightily exposed over the past year. But for a system that depends largely on an army of volunteers, it is remarkable how well it functions and how much good work has emanated from the collective intelligence and integrity of the men and women who have stepped up...