wyers use to remind board members that a unified front looks more appealing to Wall Street. Who can say "no" to that?

While corporate-governance experts maintain it's vital for directors to debate and ask probing questions, they state that repeating any of that outside the boardroom is a n

The dog-days of summer are behind us. So too are the cushy days of serving on a corporate board.

Being a board member used to be easy; all you had to do was attend a few meetings...say "yea" or "nay" (in harmony), enjoy the odd charming meal, and maybe walk...or drive 18 holes.

And for this privilege, you were paid quite handsomely. Directors at Fortune 1000 companies reported an annual average retainer and per-meeting fee that totaled $76,707 this year, up 35% from 2004. Directors at companies with revenue in excess of $20 billion made an average $115,375, a 43% increase.

But the lazy days of being a corporate director may be ancient history. Tough rules enacted in the wake of Enron and WorldCom mean that corporate directors put in more time and bear more responsibility.

But ultimately, that's for the better, say corporate-governance experts. Board members who are engaged, active and willing to question management do corporations far more good than those who blindly rubber-stamp the CEO's agenda.

"Five years ago, you wanted the minutes to say that everybody was in unison," said one business ethics professional. He noted that corporate lawyers use to remind board members that a unified front looks more appealing to Wall Street. Who can say "no" to that?

While corporate-governance experts maintain it's vital for directors to debate and ask probing questions, they state that repeating any of that outside the boardroom is a no

or this privilege, you were paid quite handsomely. Directors at Fortune 1000 companies reported an annual average retainer and per-meeting fee that totaled $76,707 this year, up 35% from 2004. Directors at companies with revenue in excess of $20 billion made an average $115,375, a 43% increase.

But the lazy days of being a corporate director may be ancient history. Tough rules enacted in the wake of Enron and WorldCom mean that corporate directors put in more time and bear more responsibility.

But ultimately, that's for the better, say corporate-governance experts. Board members who are engaged, active and willing to question management do corporations far more good than those who blindly rubber-stamp the CEO's agenda.

"Five years ago, you wanted the minutes to say that everybody was in unison," said one business ethics professional. He noted that corporate lawyers use to remind board members that a unified front looks more appealing to Wall Street. Who can say "no" to that?

While corporate-governance experts maintain it's vital for directors to debate and ask probing questions, they state that repeating any of that outside the boardroom is a n

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But the lazy days of being a corporate director may be ancient history. Tough rules enacted in the wake of Enron and WorldCom mean that corporate directors put in more time and bear more responsibility.

But ultimately, that's for the better, say corporate-governance experts. Board members who are engaged, active and willing to question management do corporations far more good than those who blindly rubber-stamp the CEO's agenda.

"Five years ago, you wanted the minutes to say that everybody was in unison," said one business ethics professional. He noted that corporate lawyers use to remind board members that a unified front looks more appealing to Wall Street. Who can say "no" to that?

While corporate-governance experts maintain it's vital for directors to debate and ask probing questions, they state that repeating any of that outside the boardroom is a n

bers who are engaged, active and willing to question management do corporations far more good than those who blindly rubber-stamp the CEO's agenda.

"Five years ago, you wanted the minutes to say that everybody was in unison," said one business ethics professional. He noted that corporate lawyers use to remind board members that a unified front looks more appealing to Wall Street. Who can say "no" to that?

While corporate-governance experts maintain it's vital for directors to debate and ask probing questions, they state that repeating any of that outside the boardroom is a n

wyers use to remind board members that a unified front looks more appealing to Wall Street. Who can say "no" to that?

While corporate-governance experts maintain it's vital for directors to debate and ask probing questions, they state that repeating any of that outside the boardroom is a no-no. After-all, a divided front could hurt a company's share price...or at the very least, its reputation.

And that became very clear recently when it was announced that Hewlett-Packard was under investigation for spying on directors, and journalists.

In January-February 2005, the H-P board of directors held several meetings and retreats. The subject was the company's high profile CEO Carly Fiorina and her refusal to delegate, her reluctance to hire a Chief Operating Officer...and H-P's stock price; flat over the four years of Fiorina's residency.

During and following all of this, several accurate accounts appeared in the press. The H-P board chair, Patricia Dunn set out to find the leaks to the press. Investigators hired by the company to uncover news leaks assumed false identities to obtain directors' and journalists' phone records. Unfortunately, that's a felony.

It has also been reported that detectives tried to plant software on at least one journalist's computer that would enable messages to be traced, and also followed directors and possibly a journalist in an attempt to identify the leak on the board.

Eventually they did find the