From the reign of Ivan the Terrible to the tumult of the Russian Revolution, from Glasnost to the fall of the Berlin Wall, from Lenin’s silver tongue to Putin’s icy stare, the West has historically viewed Russia and its leaders with a mixture of apprehension and distrust.

“I cannot forecast to you the action of Russia,” said Winston Churchill in 1939. “It is a riddle, wrapped in a mystery, inside an enigma; but perhaps there is a key. That key is Russian national interest.” If Churchill was confused, then the average Westerner should not be faulted for having a limited understanding of Russia and its people. But this lack of insight has only increased Western misigivings about Russia. In a recent conference call, News Corp. chairman and CEO Rupert Murdoch said, “The more I read about investments in Russia, the less I like the feel of it. The more successful we’d be, the more vulnerable we’d be to have it stolen from us.”

The collapse of the world economy and shrunken credit markets have already raised the bar for offshore deal-making in foreign markets, even apart from the usual geopolitical risks. And while these conditions may have led to concerns of being overly cautious, stereotypes and rumors of black markets, government conspiracies, and FSB (formerly the KGB) abductions all serve to reaffirm Russia’s reputation as a perilous place to conduct business. Fearing they will regret a crucial misssed opportunity to unlock hidden value in a downtrodden economy or take advantage of attractive cost savings, some directors may be reluctant to permanently write off Russia as a lawless and dangerous quagmire. After all, Russia’s population is around 140 million and highly educated, though not overly wealthy: the country’s GDP was ranked 8th worldwide in 2008, at about $1.8 trillion. Russia’s vibrant middle class is a source of both spending and labor that should not be ignored. Indeed, with other economies like China and Japan in constrained circumstances and potentially becoming more protectionist, it may be time to give Russia a second look, albeit with a careful eye. With the ruble at an 11-year low, foreign buyers are finding that land, labor, and material costs are at advantageous levels. Provided a company understands the risks and conducts thorough due diligence, now might be the time for executives and boards to rethink their Russia strategy.

From Dollars to Rubles

Since opening its doors to the West in 1991, the Russian government has gradually coaxed foreign capital to its shores. Putin and company attracted about $50 billion of international investments in 2007, or about five percent of the country’s GDP that year. “For Russia,” explains Oleg Shvyrkov, associate director with governance services of Standard & Poor’s, “access to international capital markets is very important for improving the economy, so the government is earnest in meeting the needs of international investors.”

Though the outlook has dimmed for energy-heavy Russia, which suffered when crude oil prices plummeted in the summer of 2008, the seesaw will inevitably swing back, much like it did following the country’s 1998 economic collapse, says economics professor Barry Ickes of Pennsylvania State University. “It all comes down to worldwide demand. Once oil comes back to around $80 a barrel, Russia will regain its footing.” Though Russia is now at a low point, successful venture capitalists, entrepreneurs, and other business pioneers have always demonstrated that the smartest moves sometimes can be those that seem to defy conventional wisdom.

Party Pipelines

The big profit-earner—and the crown jewel of Russia’s economic prowess—is the energy industry, which many Western companies have been tempted to enter. Russia’s oil and natural gas production makes up the bulk of the country’s domestic revenues and its international position of economic power. (Russia is the world’s largest natural gas supplier and its second-largest oil supplier.) Oil and gas alone account for more than half of the RTS exchange, and for this reason, Russian energy developers—and, of course, the government—are reluctant to allow Westerners a piece of the market, even at the expense of the nation’s own financial gains. “For the Russian government,” says Ickes, “control of the [oil and gas sector] is more important than Western money.”

Russia’s largest energy company is also its largest company overall: Gazprom, a state-controlled producer of natural gas and oil, which, prior to the global recession, was among the world’s largest corporations. In addition to controlling more oil and natural gas reserves than any other worldwide entity besides the countries of Iran and Saudi Arabia, Gazprom is allied with a network of banking and political concerns (current Russian president Dmitry Medvedev is Gazprom’s former chairman). Former president and current prime minister Vladimir Putin has done little to conceal the government’s favoritism towards the energy giant, at the same time allegedly targeting energy companies that refuse to fall in line. A highly questionable charge of tax evasion led to the 2006 bankruptcy of the formerly powerful oil and gas supplier Yukos, a year after the company’s CEO was jailed. “The one thing Putin doesn’t like is independent power sources,” says Ickes, even, evidently, within his own country’s free market.

If Russian oil and natural gas companies have to tread lightly under the government’s watchful eye, then the footing is even more precarious for Western companies hoping to make a profit in the energy sector. Royal Dutch Shell, for example, made a noble effort to eke out a revenue stream off Russia’s Sakhalin Island, only to have Gazprom buy up a majority stake of the project in the wake of spurious environmental claims by the Russian government. ExxonMobil has suffered similar misfortunes as a result of government interference in pricing; this despite the fact that, unlike the Royal Dutch Shell venture, Exxon committed its own financing to the project.

Corporate Governance vs. the Government

Those who doubt the value that government influence holds—especially compared to those that don’t cultivate it—should look no further than the circumstances surrounding the downfall of Hermitage Capital. Hermitage, led by manager William Browder, began its Russian operations in 1996, and made a profitable start, earning a gain of 850 percent during its first 18 months. The funds under Hermitage’s guidance thrived through the 1998 financial collapse, eventually pushing past $4 billion. Had the fund’s affairs remained as such, it would have been an inspiring story and a model for Western investment in Russia.

Browder adopted an active role as shareholder, assailing the Russian companies his funds invested in with charges of corruption and improper financial conduct. He battled Sidanco Oil, electric company UES, banking leader Sberbank, and oil company Surgutneftegaz, with varying degrees of success. “It became a matter of desperation, not inspiration,” he told The New York Times last year. “You had to become a shareholder activist if you didn’t want everything stolen from you.”

Browder’s funds were most active in the energy sector, including a stake in Gazprom. In 2000, Hermitage released a report alleging misconduct at Gazprom, terming it “the world’s largest non-profit corporation.” When Putin took control of Gazprom in 2005, Browder was shown the door; his visa was denied later that year and he had no choice but to continue managing his funds from a London office.

What followed was a series of crime and punishment that cribbed more from Kafka than Dostoevsky. In June of 2007, Russian police raided Hermitage offices, confiscating computers and documents under the guise of tax payment enforcement. According to Hermitage, a lawyer who attempted to prevent the seizure “was taken into a conference room, punched repeatedly in the throat and face, [and] then arrested,” leading to a two-week hospital stay. Following the seizure, investigators with the Russian Interior Ministry accused a Hermitage client of tax underpayment, despite assertions from both the Ministry of Finance and the Federal Tax Service that this was untrue.

However, as Hermitage alleges, the tax enforcement case was merely a ruse to cover the tracks of the official who took the documents in the first place. Using the confiscated information, officers from the Interior Ministry filed a series of lawsuits against Hermitage’s local investment companies, alleging fictitious brokendeal liabilities. These lawsuits, held before three separate Russian courts, resulted in a total judgment of $1.26 billion against Hermitage companies, a judgment that Hermitage only discovered after the trials’ conclusion, as the plaintiffs had engaged lawyers to serve as false representatives for Hermitage. Though the $1.26-billion judgment was eventually reversed, the plaintiffs did manage to get their hands on $230 million in fraudulent capital-gains tax refunds, taken directly from the Russian budget. When Hermitage discovered the massive fraud, they complained, only to have their case taken to the same officials who authorized the raid on Hermitage’s offices.

“Nobody really knows the story of why [Browder] ran into so much trouble,” says Gary Kleiman, senior partner at emerging markets consulting firm Kleiman International. “The widely perceived story is he crossed the wrong people, he was always in a minority position, he was just trying to enforce what was on the books.” Kleiman says fund managers, in particular, face the challenge in Russia of ensuring proper and legitimate conduct on the part of the companies in which they are vested, while at the same time avoiding a resentful Russian government. Browder declined to comment for this story.

Though accounts such as this may dissuade some boards from considering a move into Russia, it’s worth noting that experiences like Hermitage’s are not typical. Most businesses that choose to expand to or even base themselves out of Russia find the opportunities equal to, or perhaps even better than those available in the West. In Russia, says Kirill Korniliev, country general manager of IBM Russia, which has more than one thousand employees in cities and towns across Russia, “A new management system has been put in place with different incentives, increased expertise, and a more entrepreneurial approach than we might have in a market where we have been operating for 100 years.”

Despite the risks, some Western companies have successfully made fortunes in Russia. Technology leaders like Intel, Xerox, and IBM have utilized the country’s highly educated workforce to power their evolving product lines. Investment bank powerhouses like Deutsche Bank, Morgan Stanley, and Credit Suisse have made billions of dollars in fees in the country’s prominent financial sector, and will continue to do so once Russia’s economy recovers. Hedge funds, including Pharos and UFG Asset Management, have had success in drawing investor dollars to make bets on the former superpower. Retailers such as IKEA, Germany’s Metro Group, and France’s Auchan have claimed a slice of Russia’s significant middle-class consumer-spending pie, with Wal-Mart waiting in the wings. Restaurant chains like McDonald’s, Pizza Hut, and KFC have all set up shop in Moscow and other Russian cities and have become popular among the country’s residents. (And, yes, there is a McDonald’s in Pushkin Square.) Cheap domestic labor, combined with high local demand, has been the profit formula for many businesses that have pursued the Russian market.

The strength and education of the workforce alone may be sufficient reason to consider operations in Russia, says Korniliev. “Russia has a strong base of science and technology skills which lends itself to [our] operations…[with] fifty percent of Russia’s university students studying science and technology,” he says. “Given the growth of the local markets and the increasing complexity of IT projects in which we are involved, it is essential for us to have direct presence in Russia’s most important cities.” Boards at technology and related industries would be wise to look to Russia. It may not yet be the land of opportunity, but it is too important to completely ignore.

Bitten by the Bear

TNK-BP’s experience in Russia is a cautionary tale.

Perhaps the case that best represents the obstacles facing Western oil companies is the series of events surrounding leadership changes at TNK-BP last year. TNK-BP, a confederation between the London- based British Petroleum and a trio of Russian billionaire financiers, faced dismantling when the Russian half of the partnership demanded increased control, leading to unrest within the company and a slew of resignations. These included founding president and CEO Robert Dudley, who had been previously denied a Russian visa in a perceived effort to diminsh BP’s influence. The Russian government used one of its most well-known tricks, beginning a series of tax inquiries. Ironically, the widening financial crisis may have been the last line of defense that prevented a total takeover of BP’s investment, says Gary Kleiman, senior partner at Kleiman International. “Supposedly, Gazprom [Russia’s energy giant] was hoping to take a major stake in the company, but because the money has dried up, Gazprom is no longer in a position to buy any assets from TNK-BP.” Still, he says, “the future of TNK-BP is very uncertain, and it was a very risky enterprise to begin with.”

The dilemma that faced and still faces the Western component of TNK-BP illustrates the key principle that investors must understand when approaching Russia: industry and government will never hesitate to protect their own interests, especially in “champion” industries. TNK-BP has been a highly profitable company since its inception in 2003, having posted net incomes of $5.7 billion and $6.4 billion in 2007 and 2006, respectively. The venture generated an astounding amount of tax money for the Russian government, with TNK-BP paying more than $90 billion in taxes since 2003. Finally, the oil company also contributed to various Russian social causes, giving $148 million in 2007 to external programs such as education, medicine, and historical preservation efforts. On paper, everyone wins; but, in reality, the watchful Russian government is willing to sacrifice profit and diplomacy for centralized power.

Red Tape and “Relational Capital”

The critical factor for prospective Russian businesses is the twin-pronged hazard posed by widespread bureaucracy and government corruption. “In Russia, you risk much more in the way of arbitrary decisionmaking, and much less in regard to rule of law and property rights,” says Marshall Goldman, a professor of Russian economics at Wellesley College. “It looks like and behaves like a market system, but you are still at the government’s mercy.” Goldman emphasizes that though there are rules to the way business is done in Russia, they aren’t easily discerned by foreigners. Gary Kleiman, senior partner at emerging markets consulting firm Kleiman International, agrees that it can be a tough game to play: “Favoritism is a problem, because the government lets certain institutions do what they need to do, while ignoring or penalizing others.” He points to the recent government bailout, in which some banks have been supported, while others have been consolidated and brought under government control.

Often these decisions are determined by the connections that executives have with highly placed government officials. Much of Russia’s nearly $200- billion bailout is being administered through the state bank VEB, which is chaired by former president and current prime minister Vladimir Putin. This includes a $4.5-billion loan to mining company Rusal, owned by the richest of Russia’s oligarchs, as well as a $2-billion loan to financial conglomerate Alfa Group, a partial owner of TNK-BP. As VEB takes an increased stake in the country’s ailing private sector, Putin takes even greater control over an increasingly nationalized marketplace.

The day-to-day constraints of government bureaucracy can put a damper on an otherwise successful foreign-business venture. Routine activities, such as registering a business or obtaining construction permits can be a red-tape nightmare. The World Bank’s International Finance Corp. ranks Russia’s overall “ease of doing business” score at 120th out of 181 global economies (India and Brazil are 122nd and 125th, respectively; China is 4th).

But if bureaucracy is a pothole, corruption can be an all-out roadblock. Russia’s leading businesses are still tied to the corrupt oligarchs that emerged following the collapse of the Soviet Union. At the core, of course, is Putin, whose ties to private business— both real and conjectured, legitimate and questionable— serve as the model for the way many of Russia’s lesser officials conduct themselves.

“Corruption is the underlying business practice that exists in Russia,” says Kleiman. “This is what Westerners have been willing to forgive or overlook. The power structure in place has its hands in both corporate and political worlds.” Westerners are at a disadvantage compared to domestic competitors, argues Barry Ickes, a professor at Pennsylvania State University, because of their inability to give bribes, or, as he terms it, “relational capital.” Because of the need to conform to international accounting standards, says Ickes, Western companies can’t follow the lead set by Russian competitors, most of whom view bribes as just another business expense. “[Relational capital] amounts to a reservoir of trust with government officials,” says Ickes. “And in Russia, it’s as valuable as any other business asset.”

Roger Ailes, Fox News

Sharon Allen, Deloitte & Touche

Herbert M. Allison Jr., Director

Gavin Anderson, GMI

Philip A. Armstrong, GCGF

Norman R. Augustine, Director

Stephen Bainbridge, UCLA

Maria Bartiromo, CNBC

David Batchelder, Relational Investors

Lucian A. Bebchuk, Harvard Law

Irv Becker, Hay Group

Beverly Behan, Hay Group

Richard Bennett, The Corporate Library

Robert S. Bennett, Skadden Arps

Dennis R. Beresford, U. of Georgia

Ethan Berman, RiskMetrics Group

Ben Bernanke, The Federal Reserve

John Biggs, Director

Leon Black, Apollo

Lloyd C. Blankfein, Goldman Sachs

Richard Blumenthal, State of Conn.

Magnus Bocker, Nasdaq OMX

John C. Bogle, Hall of Fame

Richard Breeden, Breeden Partners

Catherine L. Bromilow, PwC

Beth A. Brooke, E&Y

Warren Buffett, Berkshire Hathaway

Peter Butler, Governance for Owners

Marshall Carter, NYSE Euronext

Martha Carter, RiskMetrics Group

John J. Castellani, Business Roundtable

William B. Chandler III, Chancery Court

Ram Charan, Charan Associates

Peter Clapman, Governance for Owners

John C. Coffee, Columbia Law School

Frederic W. Cook, Frederic W. Cook & Co.

J. Michael Cook, Director

Christopher Cox, SEC

Jim Cramer, TheStreet.com

Andrew Cuomo, State of New York

Kenneth Daly, NACD

Julie Hembrock Daum, Spencer Stuart

George L. Davis, Egon Zehnder Intl.

Stephen M. Davis, Millstein Center

James L. Dimon, JPMorgan

Samuel A. DiPiazza, Jr., PwC

Christopher Dodd, U.S. Senate

Amy Domini, Domini Social Investments

William H. Donaldson, Hall of Fame

Thomas J. Donohue, Chamber of Commerce

Ed Durkin, United Brotherhood of Carpenters

Theodore L. Dysart, Heidrick & Struggles

Jay Eisenhofer, Grant & Eisenhofer

Charles Elson, U. of Delaware

John Engler, NAM

Richard Ferlauto, AFSCME

Timothy Flynn, KPMG

Margaret “Peggy” Foran, Sara Lee

Cynthia M. Fornelli, CAQ

Barney Frank, U.S. Congress

William F. Galvin, State of Mass.

William W. George, Harvard Business School

Kayla Gillan, RiskMetrics Group

Robert J. Giuffra, Jr., Sullivan & Cromwell

Scott Goebel, Fidelity

Holly Gregory, Weil, Gotshal & Manges

Robert Greifeld, Nasdaq OMX

Joseph Grundfest, Stanford Law School

Steven Hall, Steven Hall & Partners

Robert Hallagan, Korn/Ferry Intl.

Laurence P. Hazell, Standard & Poor’s

Edward Herlihy, Wachtell Lipton

Robert Herz, FASB

John A. Hill, Putnam

Paul Hodgson, The Corporate Library

Christopher Hohn, TCI

Michele J. Hooper, Director

Anthony J. Horan, JP Morgan

Carl Icahn, Icahn Investments

Ray R. Irani, Occidental Petroleum

Edward Kangas, Director

Adam Kanzer, Domini Social Investments

Henry Keizer, KPMG

Donald Keough, Director

Joe Kernen, CNBC

Richard Ketchum, FINRA

Charles King, Korn/Ferry Intl.

Catherine Kinney, NYSE Euronext

Jannice L. Koors, Pearl Meyer & Partners

Richard H. Koppes, Jones Day

Henry Kravis, KKR

Frederick J. Krebs, ACC

John A. Krol, Director

Robert Kueppers, Deloitte & Touche

Arthur Levitt, Hall of Fame

Martin Lipton, Wachtell Lipton

Jay W. Lorsch, Harvard Business School

Joann Lublin, Wall Street Journal

Steve Mader, Korn/Ferry Intl.

Ken Marzion, CalPERS

Mary Pat McCarthy, KPMG

Bill McCollum, State of Florida

Robert McCormick, Glass Lewis

Blythe J. McGarvie, Director

William McGuinness, Fried Frank

Patrick McGurn, RiskMetrics Group

W. James McNerney, Jr. Boeing

James P. Melican, PGI

Pearl Meyer, Steven Hall & Partners

Bill Miller, Legg Mason

Ira Millstein, Hall of Fame

Nell Minow, The Corporate Library

Robert A.G. Monks, author, Corpocracy

Peter Montagnon, ABI

Gretchen Morgenson, New York Times

Anne Mulcahy, Xerox

Anne Mule, Sunoco

Rupert Murdoch, News Corp.

Alan Murray, Wall Street Journal

Jim Naughton, Corporate Governance Blog

Thomas Neff, Spencer Stuart

Duncan Niederauer, NYSE Euronext

Joseph Nocera, New York Times

Floyd Norris, New York Times

Mark Olson, PCAOB

James Owens, Caterpillar

Michael Oxley, Hall of Fame

William Patterson, CtW

Henry M. Paulson, Jr. U.S. Treasury

Harry Pearce, Director

Harvey L. Pitt, Kalorama Partners

Becky Quick, CNBC

Carl Quintanilla, CNBC

David Rubenstein, Carlyle Group

Paul Sarbanes, Hall of Fame

Charles E. Schumer, U.S. Senate

Stephen A. Schwarzman, Blackstone

Mary Shapiro, FINRA

Damon Silvers, AFL-CIO

David W. Smith, SCSGP

Michael Smith, AIG

Jeffrey A. Sonnenfeld, Yale School of Management

Larry W. Sonsini, Wilson Sonsini

Andrew Ross Sorkin, New York Times

Myron T. Steele, Delaware Supreme Court

Leo E. Strine, Chancery Court

David N. Swinford, Pearl Meyer & Partners

John Thain, Merrill Lynch

Andrew Tuch, Corporate Governance Blog

James S. Turley, E&Y

E. Norman Veasey, Weil Gotshal & Manges

Stephen Wagner, Deloitte & Touche

Carol Ward, Kraft Foods

Henry Waxman, U.S. Congress

Ralph Whitworth, Relational Investors

John Wilcox, TIAA-CREF

Note: More than 100 individuals are named because some listings contain more than one person at the same company or in the same industry.

For the complete 2008 Directorship 100 article, click HERE.

The new members are Donna J. Barrett, president and chief executive officer of Community Newspaper Holdings; Craig A. Dubow, chairman, president and chief executive officer of Gannett Co.; and Zell. Barrett and Zell will serve three-year terms, while Dubow was elected to a one-year term to fill an unexpired vacancy.

Re-elected to three-year terms are William Dean Singleton, who is vice chairman and chief executive officer of MediaNews Group and chairman of the AP board; Jon K. Rust, publisher of the Southeast Missourian and co-president of Rust Communications; Michael E. Reed, chief executive officer of GateHouse Media, and Victor F. Ganzi, president and chief executive officer of Hearst Corp.

Douglas H. McCorkindale, former chairman, president and chief executive officer of Gannett, is retiring from the board after serving five years as a director. Jay Smith, president of Cox Newspapers, is also retiring after serving five years. Dennis FitzSimons, former chairman of Tribune Company, resigned from the board.

Rupert Murdoch, chairman and chief executive officer of News Corporation, will fill the vacancy created by Smith’s retirement until the next election of directors.

The elected term of H. Graham Woodlief, vice president of Media General Inc., expired, and he was reappointed to a two-year term. David Westin, president of ABC News, was reappointed to a three-year term, and Bruce Reese, president and chief executive officer of Bonneville International Corp., was reappointed to a one-year term.

The Associated Press board has 18 directors elected by AP members at their annual meeting, in staggered classes of six each year. These directors are elected to three-year terms and are eligible to serve up to a total of nine years. The board can also appoint up to six additional directors if it chooses. These seats are sometimes filled by former elected directors who first joined the board to fill unexpired terms and end their elected service with one or two years of eligibility remaining.

The vote, considered a formality,was approved by 60.2 per cent of Dow Jones’ total voting power, according tothe company. The results were announced at a final annual meeting held at aMarriott hotel across from Dow Jones’ lower Manhattan headquarters led by PeterMcPherson, the group’s chairman. The Financial Times reports that the proceedings were takenover by Evelyn Y. Davis, a shareholder activist who has made herself a regular,and often disruptive, presence at company meetings.

“I think it’s a great deal, but Ialso feel–like many people here–a little bit of sadness. It’s the end of anera,” Davis said.

The Michaels’ Chart was his idea of a journalist’s business model. He would take a legal pad sheet and divide it into four parts. In each quadrant he would write: “who’s dumb, who’s smart, who got hurt, who got helped.” To Jim, those were the ingredients of a good story. It was simple and it worked. Skip the missionary stuff, the populist rhetoric, and the scene setting. For Jim Michaels, business stories, like their subjects, were an irrefutably Darwinian affair, in which only the strongest survived.

The New Era of Junk Journalism: Paid Content is So 90s. Boards Should Take Note.

Advertising is now king. First The New York Times and now Rupert Murdoch’s Wall Street Journal announced they are going free with their online offering, while at the same time raising the cost on the newsstand. This change portends a tectonic shift in the way media works. To begin with, after more than a decade of poor shareholder performance, newspaper budgets for research and fact checking have been slashed, or these critical functions have been so devalued they are handed over to interns or done by the reporters themselves. The results are palpable: business reporting is now more personalized and less factual, slanted and less incisive, and more influenced by third parties with axes to grind. But there’s good news. Even the chattering classes are more likely now to get their business and news fix online than they are to spend time with the Gray Lady each day. It’s just so 21st century.

The Investor Lament: What We Have Here is a Failure to Communicate.

Not only do we respect investors like Ralph Whitworth, we also want them to serve on boards. Why? Because, for the most part, the conscientious activist investors make us think about issues long in advance of their adoption or legislation. But I am getting ahead of my story. The debate between Lucian and Marty (see “Bebchuk vs. Lipton”) is not a mere academic exercise, it goes to the heart of what shareholders and board members should be asking each other: who owes what to whom?

Lately, there has been a rash of investors trying to speak more directly to board members on such matters as shareholder advisory votes, Say on Pay, majority voting, proxy access, et al. What we find is that in most cases, the board’s reluctance to engage in direct communications comes from several factors–which I am empathetic to, but believe we must learn to overcome: First, the board is not built for external dialogue, quite the opposite, everything we do is cloaked in confidentiality. Second, the plaintiffs’ bar would welcome more proactive board communication, as it would provide one more avenue for their litigation. Third, the board’s role is not to discharge opinions, it is to cast votes, which are binding. Finally, in many cases board members lack the skill to communicate effectively with investors and the media, and they fear they might put the company at risk through misstatement or plain error (Chuck Prince: “We’re still dancing.”)

Nonetheless, we believe that boards need to be more proactive in responding to shareholders and figure out a sensible means of doing so—starting with Jeff Kindler’s and Peggy Foran’s approach at Pfizer. So when an investor comes calling, boards should at least learn to speak softly, as we know the investor carries a big stick.