What about an 'only one board' rule?

• Author: Foulkes, Fred K.
• Position: DIRECTOR'S PROPOSAL

Ed. Note: Fred K. Foulkes is a professor of organizational behavior and the founder and director of the Human Resources Policy Institute at Boston University School of Management (www.bu.edu/hrpi). He has taught courses in human resource management and strategic management at Boston University since 1980. From 1968 to 1980 Prof. Foulkes was a member of the Harvard Business School faculty. He joined the Panera Bread board of directors in 2003. He can be contacted atffoulkes@bu.edu.

Universities, and corporations too, should ask themselves just what they are getting into by allowing their top officials to serve on multiple boards of directors.

In a prominent article, "Board Conflicts Abound for College Chiefs," the Chronicle of Higher Education earlier this year spotlighted the number of boards some college presidents are members of, the amount of money they are earning, and the actual or appearance of conflicts when the company's CEO is also a trustee of the university. As examples:

* Shirley Ann Jackson, president of the Rensselaer Polytechnic Institute, is a member of six corporate boards--FedEx, Marathon Oil, Public Service Enterprise Group, Medtronic, NYSE Euronext ... and IBM, where RPI trustees hold executive positions.

* Donna E. Shalala, president of the University of Miami and former member of the Cabinet in the Clinton Administration, is a board member of Lennar and Mednax, whose respective CEOs are University of Miami trustees.

* Other university presidents who are on two or more corporate boards include Mary Sue Coleman at the University of Michigan (Johnson & Johnson and Meredith Corp.); Scott Cowen at Tulane University (American Greetings, Forest City Enterprises, Jo-Ann Stores, and Newell Rubbermaid); and John L. Hennessy at Stanford University (Google, Cisco).

There is also concern about "overboarding" in the corporate world. According to an analysis published in the Wall Street Joumalin February, there are 118 top officers of Fortune 1000 companies who sit on at least three boards, including their own.

I have also seen cases where an excessive commitment to nonprofit boards can prove too distracting for company CEOs. While it is prestigious in the community to be a trustee of a museum, symphony, or university, it can also take much time away from one's main job.

Desirability of service

From the company's point of view, there can be no more attractive board candidates than sitting CEOs, especially when they already have the...