A question of value.

• Position: EDITOR'S NOTE

MY LONGTIME COLLEAGUE in the governance trenches, Nell Minow, has coined many a memorable one-liner about the value and workings of boards. I don't necessarily agree with all her bon mots, many of which are (deservedly) biting. But here is one that I suspect many inside the boardroom, in looking around at their peers, would have a hard time refuting: "A board is underpaid for what it should do, and overpaid for what it does do."

[ILLUSTRATION OMITTED]

Philip Lochner, a much-experienced hand in the boardroom, offers a complementary assessment in his answer to the major theme of this edition of DIRECTORS & BOARDS, "Are Directors Underpaid?" Phil writes (on page 34):

"Members of boards whose companies are undergoing hostile takeovers, or enduring an assault from regulators, or trying to recover from some public relations nightmare, are doubtlessly underpaid for their long and frequent conference calls and meetings, not to mention their day-long depositions, sleepless nights and incipient ulcers. And board members who take on a leadership role on a given issue, or who by their efforts and drive push a company ahead in its struggle for superior performance, may well be underpaid in proportion to their work and commitment outside the narrow bounds of the boardroom.

"On the other hand, board members who don't read what the company sends them, who scan their BlackBerrys while sitting at the board table, who skip out of board meetings while they are still in progress to catch earlier flights, or who remain mute in board and committee meetings, are a burden on the companies where they ostensibly serve as fiduciaries."

Well said, Phil. There is lots more debate on a director's value, and how to value a...