No one role model for all companies.

• Author: Macke, Kenneth A.
• Position: Leadership in Environmental Initiatives

Should there today be hard-and-fast rules of corporate governance? Should every board have a certain number of directors? Every chairperson and CEO be separate? Every board committee wholly independent of management?

Hardly a week goes by these days without these questions being asked of corporate management in one form or another. So long as these issues are posed as questions for discussion, I have no quarrel with the debates. But when the debates turn into proposals for a single set of rules that represent "good" corporate governance, I must take issue with the proponents.

I believe that the interest in a single governance model ignores two fundamental factors.

First, every company is different. Different histories. Different futures. Different capital structures. Different industries. Different markets. At different places in their evolution.

Second, within those very different companies, governance ultimately boils down to motivating and challenging individuals to perform, and maximizing shareholder interests. This leads me to believe that there is no ideal model. There are principles likely to promote or permit good governance, and many different approaches for implementing those principles.

At Dayton Hudson, we take the subject of governance very seriously. Naturally, we are pleased that our governance is sometimes promoted as a model to be followed. But while our experience may be instructive, it should be examined for the principles inherent in our system rather than used as a model to be mirrored in another corporation.

"Good governance" usually begins with the premise that a board of directors represents and serves the long-term best interests of the shareholders. Even that most basic premise is, however, open to interpretation. Each board and management must agree on what exactly are the long-term best interests of their shareholders.

For us, the precise definition of that statement evolves from our history as a family-owned company. The Dayton family was not interested in running the company for the short term. They instilled a sense of stewardship in the company's management and board -- a sense that the institutional integrity was to be maintained and enforced for succeeding generations of family and shareholders. That obligation has been handed down through the generations. It most definitely colors the contemporary thinking about the role and mission of the board, and management's responsibility within that mission, to build and deliver long-term value.

We also include in our definition of long-term value our relationships to the communities in which we do business. When the board evaluates my performance, the directors examine how well we have maintained...