'MVP'.

• Author: Rock, Roberttt
• Position: LETTER FROM THE CHAIRMAN

WITH THE 2008 baseball season wrapping up, sports writers will select "the most valuable player" in each league. In the National League, the past two MVPs have come from my home team, the Philadelphia Phillies. This year the Phils may have a third straight winner, as suggested by chants of "MVP, MVP, MVP" echoing through Citizens Bank Park for our highly talented infielders.

On every team there is usually someone who stands out as the most valuable player. He or she leads by example, not only on the field but also in the clubhouse. A board of directors is a team of players with different skills and experiences that must work together to assure good corporate governance. On the public and private boards on which I serve, I have worked with several directors whom I have come to admire as truly exceptional in the value they add to board deliberations and decision making. They are the MVPs of these boards.

Who are these board MVPs? First, they combine intelligence and experience with character and judgment. They bring relevant, firsthand business experience that both the board and top management can rely on when making tough decisions. They have gravitas, and their counsel holds weight when the company is venturing into uncharted waters. When they begin to speak, the boardroom gets very quiet.

Second, board MVPs are willing to challenge management by asking penetrating questions and demanding supporting evidence for management's recommendations. They bring to the boardroom heightened skepticism and increased scrutiny, and they delve deep to understand the implications of major business decisions.

Third, board MVPs are truly independent and act...