Directors Roster: in affiliation with Spencer Stuart--a quarterly record of new director appointments.

• Author: Porter, Martin D.
• Position: Spencer Stuart/Directors & Boards Directors Roster

HAS THE POST-Enron/WorldCom/Tyco era scared directors even more straight? You bet it has. A new landscape of tougher government regulation and stricter proposals adopted by the major exchanges have executives thinking more carefully about their present and prospective directorships. Boards are asking more questions of management, using more available resources, and asserting more authority.

Three CEOs who joined boards in the last quarter of 2002 foresee a lengthy continuation of this trend. They also believe that while this higher level of responsiveness has its benefits, the flip side is that directors are feeling more bogged down than ever before as they try to carry out their roles efficiently.

Directors are asking tougher questions, says Raymond Bingham, CEO of Cadence Design Systems and new director of Oracle Corp. This new era has brought "blessings and curses," he adds. Directors know they must be more vigilant than they were in the past, but they're having trouble discerning "what constitutes being good." As he puts it, "Everyone is just saying 'more is better,' referring to the added length and depth of board discussions, and that's not efficient." He adds, "It's good that we're overhauling the system, but there will be times when we'll look back and say, 'that was wasted motion and energy.' But it's that type of process that is necessary to get us to the next level."

Danskin CEO Carol Hochman has been appointed to the board of Blyth Co., a candle and home fragrances company, her first outside directorship. Hochman says she noticed "a distinctly more serious" atmosphere at her own Danskin board meetings, "following all the mess we've been hearing about in corporate America." Danskin's directors are "sitting up straighter and listening harder," says Hochman. She describes this new tone among directors in her own company as undoubtedly "a microcosm of what must be happening" in boardrooms elsewhere.

She calls the Sarbarnes-Oxley Act "well intended, but overdone." When she learned of all the complexities the act imposes upon corporations, "my eyes popped," Hochman recalls. "I just hope it doesn't make people afraid to move forward and tie everybody up m knots trying to satisfy government regulations." Sarbanes-Oxley doesn't only make the jobs of CEOs and directors more onerous, she says, "It almost makes 'CEO' a dirty word."

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