How much progress has been made on improving corporate governance?
How many boards can a manager reasonably handle? Miller: I’m on a half-dozen boards, and if it’s the only thing you’re going to do in life, you can handle 10. I can’t imagine how a CEO can handle any more than two as an outside director. I’ve been amazed at how seriously directors take their jobs. At Morrison Knudsen, when the board became aware of the problems, it fired Bill Agee. He did a very good job at keeping the board away from the rest of management. The company didn’t have a traditional corporate CEO type on the board. In order for a board to be successful, you need a mix of skills. You don’t need 10 accountants, you need one or two. One best practice is that outside directors should meet periodically apart from the chairman to discuss how’s he doing. How about the audit committee: is it a half-hour job, or is it an inquiry into the depths of the (financial) reporting? There’s no government manual. It gets into real human chemistry. BW: What are the hallmarks of a good turnaro
