Comments from the proceedings of the 2004 Goizueta Directors Institute.

• Position: Brief Article

Corporations in this country can be held criminally responsible for the wrong-doing of their employees or agents.

I think the heyday of stock options for directors is probably over. They're not going to disappear altogether, but they will make up an increasingly smaller portion of director pay packages going forward.

Ethics at the top have become an appropriate and necessary preoccupation of boards. And the reason I say that is because good governance doesn't make great companies. Bad governance, on the other hand, facilitates disastrous consequences.

The Audit Committee now has a responsibility that is clearly defined. It's going to make a difference on how they behave, because if they fail in their responsibility, it will come home to rest with them.

We should try to have a...