ABSTRACT
This chapter proposes ways of enhancing the role of the board, an issue that remains relevant in the post-Enron environment. The burst of public attention to the corporate board is matched by widespread ignorance—both of how that important institution functions and how it has been changing in recent years. The most frequently made criticism of the board of directors is that it is ceremonial, rubberstamping the views of management. Myles Mace, in an authoritative study of corporate boards, reported that the role of directors is largely advisory and not of a decision-making nature. Criticisms of the board have led to a variety of proposals to reform corporate governance. Several former corporate CEOs have offered more modest, yet substantial, suggestions for change in the structure of the American corporation. There are advantages in retired corporate officers serving as directors of other companies, so long as they are not competitors of or suppliers to the company from which they have retired.
