The evolution of corporate governance, continued ...

• Author: Kristie, James

In 1997 DIRECTORS & BOARDS published a timeline of the evolution of corporate governance from the early years of the 20th century. For our 30th anniversary issue, we extend the timeline to 2006. What follows are key developments and iconic moments in the current history of boards.

1998

Cendant Corp. blows up in a colossal fraud scandal, presaging a lengthy list of financial blow-ups to come.

TIAA-CREF lays siege to Disney over board independence, the start of a multi-year campaign by various institutional investors and other parties over Disney's governance that will last until 2005.

The first push to put barriers between auditing and consulting: The Independence Standards Board floats a proposal to force accounting firms to meet with corporate audit committees to explain why consulting and auditing engagements can peacefully coexist without endangering objectivity of audits.

1999

Both the SEC and the Investment Company Institute, a mutual fund trade group, launch initiatives to strengthen the independence of mutual fund boards.

Activist investment manager Ralph Whitworth, a board member of Waste Management Co., is named acting chairman in a move to help straighten out the troubled company.

Time crunch growing for directors: Home Depot director Dr. Johnnetta Cole resigns from the board, pleading lack of time to meet the demand to make at least 20 formal visits to stores each year.

AFL-CIO unveils its Executive PayWatch website (www.paywatch.org) to critique excesses in executive comp.

2000

Most value-destructive board-approved deal of all time? America Online and Time Warner agree to merge. Years of turmoil follow.

Trying to eliminate selective disclosures of potentially material information by executives, the SEC's Regulation FD (for fair disclosure) sets out new, more restrictive guidelines on how companies can communicate to the market.

Much attention paid to a McKinsey & Co. survey that finds institutional investors are willing to pay a premium (up to 20% or more) for shares of companies that demonstrate good corporate governance.

Eyeballs start popping over CEO severance: Jill Barad (pictured) exits Mattel amid mounting losses with a package valued at close to $50 million.

Back to school for board members: Big institutional investor State of Wisconsin Investment Board advocates continuing education for directors on their role and responsibilities.

Median total direct compensation for outside board members at large U.S. companies...