Table: Boards That Need Work


Board gets high marks for independence and quality, including audit committee that met nine times in 2001. But five directors need a bigger equity stake. No outside director is CEO of a company of comparable size.


More than a third of board owns less than $150,000 worth of AT&T stock. Three directors sit on too many boards. One member of the compensation committee has a stake in a company that does business with AT&T. CEO Michael Armstrong and Citigroup's Sanford Weill sit on each other's boards.


Out of 13 board members, 7 own less than $150,000 in stock. Board lacks an outside director with extensive retail experience, especially crucial as the company's performance slumps.


Board is loaded with top-flight CEOs--from AT&T, Alcoa, United Technologies, and Colgate-Palmolive--and has made recent governance improvements, including expensing options. But with 17 directors, it's too big. Two of the six audit-committee members sit on too many boards.


Ford stumbled in 2001, allowing now-ousted CEO Jacques Nasser to proceed with an ill-conceived makeover as quality slid. Board needs fewer insiders and an audit-committee chief with CFO experience.


The 12-member post-merger board has only three insiders. But CEO Carleton S. Fiorina needs to get off the nominating committee; Richard Hackborn, a former HP exec, needs to get off the audit committee; and the company's external auditor shouldn't be providing nonaudit consulting services.


With no nominating committee, founder Bill Gates has too much control over board composition. A former company president shouldn't be sitting on the audit committee. And with just eight directors, every warm body counts--three of them shouldn't be sitting on five or more additional boards.


Half of being a good director is simply showing up, and three members of PepsiCo's audit committee didn't. All three missed at least 25% of their meetings last year. The laggards include Fannie Mae CEO Franklin Raines.


It's hard to fault this company on performance, but governance is another matter: Half of the 16 board members have ties to the company. Wal-Mart should sever its ties with two directors' families and decide whether it really needs all seven current or former Wal-Mart employees or family members who now sit on the board.

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