The vitals of accountability.

• Author: Kozlowski, L. Dennis

Considering the recent, well-publicized strife and scandal with several prominent CEOs and boards, it is no surprise that the integrity of the corporate governance process is on trial. Boards of directors can expect a higher degree of public scrutiny, and skeptical critics will challenge them with renewed rigor.

But the most damage in the recent cases has been to the reputation of the position of CEO. We've been made out to be free-wheeling jet setters, playboys reliving our adolescent years. Like teenagers, we supposedly resent being told what to do, so we ensure our boards of directors are populated by our buddies or by compliant grandfatherly types.

For me, and for most CEOs, the irresponsible image really rankles. Most of us made it to the chief executive position because of a particularly high degree of responsibility and commitment to our jobs throughout our careers. Too often we put the job first, sacrificing family and personal interests. Having made it to the top, we didn't suddenly have a personality shift.

Even more aggravating to a high achiever who reaches the chief executive position is the charge that he or she wants weak counselors and directors. Most of us are self-confident and want to be on a tough, competent team. We're the type who looked forward to being graded ever since the monthly elementary school report card; we welcome directors with the backbone to judge our performance against tough standards. It keeps the competitive juices flowing and the thrill of achievement fresh.

Finally, we are offended most by the perception that we would waste the resources of a company that is a major part of our life and livelihood, and that we would be happy with directors who would permit that waste. Many of us spent years working our way up through the ranks of our companies. We know the tough times and we're driven to ensure they aren't repeated. From a sense of pride, we certainly don't want to fail when we reach the top. We have invested our family's financial security in the company's stock, and our personal reputation in the company's success.

So, as a CEO, I want a strong, competent board; one that can advise me and my staff how to continue succeeding. At Tyco International, we run a lean corporate headquarters for bottom-line efficiency, so we need all the help we can get from board members with proven track records.

Is the CEO's criteria for a board of directors any different than the shareholder's? I don't think so. Effective corporate governance comes down to one word: accountability. At Tyco, our philosophy is clear and unequivocal that senior management is accountable to the board and to our shareholders.

The key issue for our board -- and for every board today...