ABSTRACT

The CEO should seldom have the dual function of also being Chairman of the Board. The Board must be made up of people who either represent a large investor in the company or can help in some way by using their business connections, skills, or experience in making important decisions for the company. There should be a mechanism for replacing board members when they are no longer useful in these areas. There should be no conflict of interest between board members and their other activities, or friendship with the CEO. (That is easier said than done.) Board members should act in the interest of the shareholders and not in the interest of people in the corporation.