'There is only one answer': to the question--how can a hoard best serve the shareholders?

• Author: Keyser, Richard L.
• Position: ENDNOTE

Ed. Note: Richard Keyser was selected as the 2010 Public Company Director of the Year by the National Association of Corporate Directors. He was honored at the NACD's annual conference in Washington, D.C., on Oct. 18. The following is from the acceptance speech he gave at the award ceremony.

FOR ALMOST TWO DECADES, I have been proud to serve as a corporate director. I have enjoyed serving with numerous men and women--all of whom are committed to creating long-term shareholder value. Each board meeting I have attended has been a learning experience. I continue to benefit from the diverse experiences and insights of my fellow directors and admire their leadership. They provide sound strategic guidance to the companies we serve.

Each board meeting presents a challenge--whether it is navigating through big game-changing issues like succession planning, international expansion, or acquisitions, or looking at significant operating decisions such as capital expenditures or IT investments to stay ahead of the competition.

Knowing firsthand the deep contributions of my peers, I am especially humbled to be singled out for this honor.

Only a few years ago, most directors would not have thought that corporate governance would be a headline issue. But corporate failures--whether through poor management, poor oversight, or poor planning--have put it under the microscope. It's understandable why both shareholders and other stakeholders want more transparency.

[ILLUSTRATION OMITTED]

Good directors have long understood that their role is not to manage the company but to ensure that the company is well managed. Nothing that has happened in the last few years, including Sarbanes Oxley and Dodd-Frank, has changed this. It's not a choice between guidance and oversight. We have to do both. We have to provide the right level of guidance to ensure that a company is well managed, and we have to make sure that the company is operating with integrity at an acceptable level of risk.

I'm sure you will agree that being a director is hard work. It is easy to talk about our duties and responsibilities in the abstract but sometimes hard to translate them...