The 'very public' public company director: in this new era of transparency and accountability, a board will benefit by adding image management of the board itself to its sphere of concerns and capabilities.

• Author: Rubenstein, Howard J.
• Position: COMMUNICATIONS

REMEMBER THE majestic connotations once associated with the very word "boardroom"? It conjured images of football-field conference tables, leather chairs and ornate wainscoting, a private place for quiet, confidential, collegial meetings among like-minded executives calmly at the helm of corporate America. The directors who toiled there deliberated in confidence. When deemed material, their decisions were revealed to a waiting world in a well-crafted corporate press release.

Contrast that with today's most popular take on boardroom atmosphere. On "The Apprentice," the boardroom basically serves not as a private enclave, but as a soundstage. Striving executives are summoned there, not to submit 20-minute PowerPoint updates on operating performance, but to be publicly pilloried, then summarily fired.

While both of these views are exaggerations, the significance of the shift in public perception represents more than just an amusing wrinkle in a reality TV show. Indeed, it has become clear to many observers that conditions today are not as genteel and discreet as they used to be in the boardroom. Wrenching governance changes have been mandated by both the NYSE and Nasdaq. Regulatory rule making has surged. Shareholder and class-action lawsuits are dragging directors into court to explain their decisions. Institutional investors are demanding more information about and power over nominations and elections. Media coverage of corporate governance, director responsibility, and board politics is exploding.

So what's behind this new interest in what goes on in the nation's boardrooms, and what does it mean for boards going forward? I believe the answer begins with accountability and ends with my particular specialty, communication.

Where was the board?

Sometime in 2000, during the early days of the Enron debacle, I first heard a critical question. I've heard it in connection with virtually every corporate scandal since. At some point a reporter, an attorney, a regulator, a shareholder--someone confronting a questionable transaction, a creative accounting principle, or a lapse in ethics at a public company--asks, "Where was the board when all this was happening?"

It's a good question, although in the past, when the function of boards was less well understood, it wasn't frequently posed. Today, however, the question regularly arises, the result of a series of troubling, highly publicized events that in a very compressed time frame acted to shake public confidence in corporate America and its leadership.

In the past four years, our society has searched for answers to the big corporate meltdowns; the collapse of the stock market; the failings of our investment banks, stock brokerages, and accounting firms; and, most recently, the revelations about our mutual fund and insurance industries. As the public, regulators, Congress, and the press tried to determine where the buck should...