Should directors meet with shareholders: if circumstances call for such a meeting, here are several suggestions for maximizing the usefulness of this session.

• Author: Miles, Michael A.
• Position: IN MEMORIAM

Ed. Note: Michael Miles, the former, chairman and CEO of Kraft Inc. and Philip Morris Companies, died in November 2013 at the age of 74. He was one of the earliest chief executives to address a topic that is one of the most most pressing concerns in corporate governance today: shareholder access to the board of directors. This is an excerpt from a longer article he authored on this topic in 1996 for DIRECTORS & BOARDS.

AN IMPORTANT QUESTION confronting chief executives, boards of directors, and institutional shareholders is whether nonexecutive directors should meet with the institutional shareholders. My view can be stated unequivocally in two words: "Yes, but...."

The "yes" part is fairly obvious. Shareholders are, after all, the owners of the company and are the "bosses" to whom the directors are accountable. As such, shareholders--and I believe that includes all shareholders--have the right to meet with whomever they have a legitimate reason to meet with, be it the CEO, other members of senior management, or the directors of the company.

But, I do believe there are "buts" and mine are as follows:

* There should be an important, specific director-level reason for the meeting.

* The meeting should be requested only when the regular channels of communication have been exhausted.

* Since it is often very difficult to get all outside directors together at once, it is best to focus on the...