Enduring principles.

• Author: Rock, Robert H.
• Position: LETTER FROM THE CHAIRMAN

FOR THREE DECADES the mission of DIRECTORS & BOARDS has stayed the same: to be the "thought leader" in the evolving field of corporate governance. We inform and motivate directors to perform with distinction their governance role.

For the past 25 years Jim Kristie has edited the journal, helping us better govern our business enterprises. For all of us who take on the challenges of directorship, I thank Jim for giving us the knowledge to better perform our jobs as directors.

In this special 30th anniversary issue, we present "The Wisdom of the Ages." In keeping with this theme, I looked back at some fundamental governance principles outlined in my Publisher's Letter for our 20th anniversary issue.

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First, I posited that a board should not attempt to manage a business. Over the past decade, boards in general and independent directors in particular have become increasingly more involved in overseeing business activities and practices. With directors now spending approximately 200 hours on their board duties, some CEOs are complaining that their boards have crossed the line separating corporate management from corporate oversight. Independent directors must be careful not to usurp management's responsibility to manage the company, and CEOs must recognize the board's authority to oversee management.

Second, I underscored the necessity for boards to recruit directors who combine intelligence and experience with character and judgment. Given the past decade's unprecedented period of boardroom turmoil, directors with these characteristics are needed more than ever. Strong, independent directors ask tough questions and engender open debates that challenge management and hold them accountable for results. Executive...