From honoree to contributor: the metamorphosis of the director's role requires that some effort be put into appraising performance.

• Author: Horton, Tom

Toward the end of his autobiography Mark Twain describes the ineffable joy he felt on being offered an honorary degree by Oxford University. He reckoned this "decoration" (like a found coin, he said) to be worth 25 such honors from any other institution in the world. Having long since forsworn extensive travel, he nevertheless regarded this degree as "worth crossing the ocean for," and so, once more, he did. Twain was said in his later years to have worn an academic gown - and little else - while gardening, using the hood to hold vegetables. Still, it was not for the academic regalia that Twain rejoiced. The exquisite rapture he felt came simply from being so honored.

It was not very long ago that an invitation to serve on a board of directors triggered a somewhat similar reaction. Like receiving an honorary degree, joining a board announced to the world that the person so chosen had not only arrived but had achieved some greatness along the way.

I daresay that even though we know better, many of us still feel, whenever invited to serve on a board, that somehow we are being complimented rather than simply being put to work. After all, we are now among the elite (or at least among the chosen few). But beyond this honor, if honor it is, lie serious responsibilities and risks.

While passive boards are becoming less common, those who serve on them do so at considerable risk, for they may be held accountable for actions over which they have little influence and certainly no control. Given this exposure, if service on a passive board is an honor, it is a dubious one. Being a director on an active board is no longer an honor either, or at least not merely that. Instead it is, simply put, a job. If we fail to exercise due care in the execution of this job, our reputations may, and should, suffer.

The metamorphosis of the corporate director's role from honoree to jobholder has taken place only in the last few years. Today's long-tenured directors may feel, quite correctly, that somewhere along the way their duties (at first few in number) were drastically enlarged. Meanwhile, the nature of the director's job and of board procedures continues to evolve. An increasing number of boards now require that each director stand for reelection each year. This implies the need to find a way to assess the performance of individual directors, a task that most boards have been reluctant to tackle.

Indeed, had a director even suggested such a thing 10 years ago...