A friend who serves on the boards of a few large public companies recently told me about a frustrating boardroom debate in which one of his colleagues said “if we approve this, it may be good for the company but you can bet ISS will tell our shareholders to withhold votes.”
Shortly after this conversation I read an article describing “Six Ways to Tell if You Have a Bad Board.” According to Roger Martin, dean of the University of Toronto’s B-school, here are the tell-tale signs:
- They complain about how hard Sarbanes-Oxley has made it to be a director. (Hasn’t it gotten harder for auditors, regulators, analysts and investors?)
- They complain about how the fees for being a director aren’t high enough to compensate for the onerous work involved.