I have long taught my students that corporate governance worldwide is a joke. There are no term limits for directors. Their selection reinforces an old boys’ club. CEOs shouldn’t sit on boards (they’re just hired hands). Directors are free to serve on far too many boards for anyone’s good. And of course there are the excesses of executive compensation.

In their fiduciary duty to shareholders, directors’ main responsibilities are: risk management, selecting the CEO, getting CEO incentives right and monitoring CEO performance, including implementation of the company’s strategy. READ MORE