With more regulations potentially restricting directors’ exercise of judgment and possibly increasing their exposure to litigation, one might well ask: “Why be a director? Is it worth the burden?”

The answer is yes, and the reason is that serving as a fiduciary is one of the most important causes an individual can take on in a lifetime. By building corporate wealth, directors contribute to the prosperity of our nation and of the world. And, at this time of economic stress, the guidance provided by directors is more important than ever before.

I am reminded of John F. Kennedy’s 1961 inaugural address in which he said that America “would bear any burden…to assure the survival and success of liberty.” Certainly the directors I know are bearing many burdens to assure the survival and success of the companies they serve as fiduciaries.

By pledging a duty of care, directors promise to be vigilant on behalf of an enterprise. (When people ask directors, “What risks keep you up at night?” they mean that literally!) By pledging a duty of loyalty, directors in essence say that they will put their own interests behind those of the corporation and its stakeholders.

But rest assured, although directors give, give, give, they also receive—yes, in the form of compensation, but also in the form of intellectual satisfaction as they work with corporate leaders to solve thorny issues in strategy, risk management, and corporate growth, among other activities. For people who like a challenge, no job could be more attractive. The good director can help heal a stressed enterprise, guide it through difficult times, fight fires of crisis, help eliminate fraud and waste, mentor leaders, and help develop thriving organizations, among many other contributions.

The board members listed in this issue’s Directorship 100 do all this and more.

NACD exists to help directors and boards do their work well. We are proud of our calling, and prouder still of the dedicated professionals we serve.

Directors, managers, and investors—not legislators—should have the greatest say in rules pertaining to boards and their oversight areas.

After centuries of relative freedom to govern themselves,
boards have had to conform to a new law and related rules.
Beyond this, directors have been told that we “ought” or “should”
do this, that, and the other, and we’ve been graded accordingly. In
fact, even individual directors are being evaluated by people who
have never seen them at work in the boardroom!

It’s Proxy Season 2009. All sights are set on annual meetings as committee chairs everywhere prepare—anticipating specific shareholder questions about board processes and plans. But beneath all of these details are fundamentals even more important than the hot topics of the day.

Never before has the need for vigilance and attention to corporate governance been so imperative.