Shift happens.
Position | EDITOR'S NOTE |
As you might imagine, over my three decades as editor of DIRECTORS & BOARDS I have seen a lot of shifts taking place in corporate governance. A big one early in my tenure was the shift to a board composed of a majority of independent directors. It was not uncommon in the late 1970s and early '80s to still see many insiders sitting on boards. (It was only in 1978 that Johnson & Johnson was threatened by the NYSE with delisting unless it added some--its first--independent directors to its board.)
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Here are a few other shifts that have taken place over the past 30 years:
* More women being added to corporate boards (though many will argue that this has been more of a glacial inching than any kind of definable shift).
* The adoption of executive sessions of the board.
* The embrace of the lead director concept.
* A more frequent splitting of the chairman and CEO positions.
* Greater usage of search firms in recruiting directors.
* The change in scope of the board nominating committee to a broader-gauge corporate governance committee.
* A vastly expanded purview of the audit committee.
* Much more box ticking, instigated by court cases like Van Gorkom and Caremark and legislation like the Foreign Corrupt Practices Act and Sarbanes-Oxley.
* A reining in of "overboarded" CEOs and other types of directors.
I could go on and on. But what I would be going on about are what might be regarded as process shifts. Much rarer have been attitudinal shifts.
Granted, most process shifts in how a board structures itself and acts are driven by some degree of attitudinal shift. If a board names a lead director, it can be doing so because it genuinely feels that it will make for a better dynamic; or, it can be doing so because it feels pressure to adopt...
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