In six feet of water.

• Author: Kristie, James
• Position: Scenario for motivating corporate directors

As I look around the governance scene these past few months, I am reminded of an observation by one of the grand business statesmen and philosophers, Fletcher Byrom. He was the chairman of Koppers Co. when he retired in 1982 after two decades of leadership of the Pittsburgh engineering and construction conglomerate. To an interviewer in the 1970s, he offered this classic theory: "The best motivated person is a five-foot ten-inch nonswimmer in six feet of water"

As the directors of Sunbeam and Cendant, along with their peers at what seems like a mushrooming list of companies, scramble to pin down what the true financials for their businesses are, they must feel somewhat like Byrom's nonswimmer. I also think of Byrom's observation in interpreting other recent events, such as what happened at Furr's/Bishop's Inc.: The board tossed out by an institutional owner, TIAA-CREF, which then ushered in its own new board to turn around this chronic underperformer and salvage the fund's investment. (That new board appears in this edition's Directors Roster.)

Another event of note was the CalPERS-coordinated International Corporate Governance Network conference, held in July, in which 250 executives from 17 countries convened in San Francisco to spur along the prospects of an international standard for good governance practices. A conference communique reads: "The power in determining standards for how corporations are governed...