What Do Boards Really Want?

Corporate boards seem to be listening to shareholder activists. Executive recruiter Spencer Stuart's new report on practices at 100 major companies show boards shrinking to 14 members on average, vs. 15 in 1987, with outside directors outnumbering insiders by 3 to 1, vs. 2.5 to 1. Total director compensation jumped to $ 47,200, from $ 36,400, but more companies are paying directors partly in stock.

Those changes won't stave off scrutiny from activists, though. The California Public Employees Retirement System, along with the Business Roundtable, soon will announce a major new survey of directors at 1,000 companies. Directors will be asked -- anonymously -- whether the post of chairman and chief executive should be split, whether a retired CEO should remain on the board, and whether directors should meet periodically with large shareholders.

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