The joys of directorship: ignore the doom and gloom for a moment, and let us count the many ways board service can reward.

AuthorMueller, Robert K.

My friend Cliff and I were in the cocktail lounge of an airline club at JFK Airport waiting to fly home. On this particular occasion, we philosophically mused about our enervating boardroom experience that day. The shareholders' meeting of the company we both served as directors preceded a tense organizational board meeting. At the shareholders' meeting, a gadfly testily bugged our chairman: "Why didn't two members of the board hold shares of stock in the company?" It was then proposed that all the directors invest their annual board fees in company stock.

At the directors' meeting which followed, the board took the unusual action of deposing the CEO/chairman. The chairman refused to resign when confronted with the evidence of the company's poor performance, his own expense account excesses, and lack of support of his board. Resolution of this matter only came after a written ballot: 12 votes for removal; one (his own) against removal and discharge.

At the board meeting the previous month, one director was asked not to stand for election at the annual meeting we had just attended. The reason: As CEO of his company, he had been tried and convicted of a white-collar crime.

Inner life of boardrooms

Cliff, president of a small insurance company in Massachusetts, was a real person. I say "was" since he now holds forth in that great boardroom in the sky, having succumbed to emphysema a few years ago. But he always saw the human side of business and the inner life of boardrooms in particular. (During one long economic downturn, I remember his message to shareowners: "I've got good news and bad news. The bad news first. This year's earnings are going to be substantially less than last year's. The good news is that this year's earnings are going to be much better than next year's.")

These boardroom situations are disguised but are actual examples of the stressful directorship experiences I have faltered through in years of service behind the boardroom door. Why does anyone want to be a director given the pressures and exposures that prevail? Directorship no longer has the wholesome, elitist aura and tradition that was perceived in the past of all directors, trustees, and regents. If you were not a director back then, chances are you strove to be one.

Recently, as I hear many discouraging words of gloom and doom about being a director, I remain comforted when thinking of Cliff's attitude toward the better things in board life. It is time to say "Up with directors."

A powerful force

A board of directors is like a church: It is one of the few cooperative bodies that exists for the benefit of its nonmembers. Corporate boards are among our most powerful, if sometimes latent, forces to govern in this turbulent social, technological, and political world. Boards are becoming more kinetic, even though still in some boardrooms when all is said and done, there is often more said than done.

But the reality is that public trust and confidence in corporations and directors has eroded yearly since 1975. There is little comfort in the fact that corporate directors only rank 15th out of 19 occupational classifications in relative public esteem as of 1986. The good news is that directors enjoy more esteem than advertising executives, government officials, and labor...

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