Of tiffs and tips.

• Author: Kristie, James
• Position: Corporate directors

A boardroom tiff much in the news as this edition went to press is the situation at Tribune Co. Director dissent surfaced when management proposed taking on $2 billion in debt to buy back 25 percent of the company's stock. Seven of the board's independent directors support the strategy. The Chandler family, which sold its Times Mirror business to Tribune several years ago and holds three seats on the board (and controls 12 percent of the stock), objects.

Too bad we didn't get the article "Blood Is Thicker than EPS" (page 48) into the board's hands before the blowup. Richard Clarke, who started out his career working for a family business and has served on several such boards, offers 10 tips on how to excel as a director of a family-owned company. A close reading of Dick's article might have headed off the kind of board schism we're witnessing at Tribune. How about this for a tip: "Maintain as clear an understanding of the shareholders' overall desires as possible."

In the realm of publicly owned companies, is there such a thing anymore as shareholders? In his column on page 10 Gary Sutton says no. Look for the long-running debate about the true nature of institutional owners to continue to be a provocative topic.

Provocative certainly describes what Warren Buffett has done in tinkering with the board compensation formula at Coca-Cola Co. Columnist Hoffer Kaback (page 8) and two board compensation experts at Towers Perrin, Claudia Poster and Marc Ullman (page 42), key off on this development for their own critiques of director...