Asked what proportion of votes at corporate board meetings are unanimous, 85 percent of a select group of directors agreed that virtually all are.
Because management generally selects or greatly influences the issues on which votes are taken, and because most directors have relatively little time to study board matters, the question arises again: What good is a board?It is an ages-old question, asked over and over. Times change, and the board's role evolves. But in spite of studies, conferences, learned papers and the like, never has the issue been put to rest. It probably never will be.
Harold Geneen, former ITT chairman, has been quoted as saying a board should sit in judgment of management, especially the chief executive, "and to reward, punish or replace the management as the board sees fit."
But he added: "That is what is supposed to happen. That is what appears to happen. But it doesn't." And for good reason: As board chairman, the chief generally is the one who selects members, and the agenda as well.
In recent years, boards have become more involved. And, because of court suits and other evidence of shareholder suits, boards today have a tendency to be more aware of their obligation to shareholders.
But the questions not only persist, they grow more numerous.
For example, institutions have grown enormously in the past two decades. Mutual funds and pension funds have become big owners of stock, and on many days they dominate activity on the New York Stock Exchange.
Question: Should such institutions have board seats?
It's a good bet that the ordinary folks whose money makes up these funds would be inclined to say "yes," reasoning that they are entitled to representation. But a lot of corporate executives don't see it that way.
In the same survey that indicated most board votes are unanimous - by Egon Zehnder International, a consulting firm - only 12 of 102 directors thought institutions should be represented.
In fact, many of the directors interviewed, all of whom serve very large corporations and 60 percent of whom are chief executives of other companies, consider institutional influence a growing danger to corporate governance.
Who then is concerned with long-term health, management or insiders?
In the Zehnder survey, four of 10 directors opposed the seating of insiders. Representatives of small shareholders have long argued at annual meetings that all board members should own stock in the company, and most of the directors in the Zehnder survey agreed.
You may disagree, as millions of others disagree. It is the reason why the issue of what makes a good board might never get settled.