Shift happens.

PositionEDITOR'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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