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	<title>Comments on: What Keeps the Chair Up at Night?</title>
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		<title>By: Norman Strate</title>
		<link>http://www.directorship.com/what-keeps/comment-page-1/#comment-845</link>
		<dc:creator>Norman Strate</dc:creator>
		<pubDate>Sun, 18 Oct 2009 18:12:09 +0000</pubDate>
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		<description>Steve

I liked Posen&#039;s comment on age 70 is too early to force retirement from boards.  Obviously, some people are inadequate at age 40 and never will be helpful to a company.  A vast majority of senior business people who remain active are helpful.  My private board at J F Jelenko had two members over 70 and both materially helpful.

Norman</description>
		<content:encoded><![CDATA[<p>Steve</p>
<p>I liked Posen&#8217;s comment on age 70 is too early to force retirement from boards.  Obviously, some people are inadequate at age 40 and never will be helpful to a company.  A vast majority of senior business people who remain active are helpful.  My private board at J F Jelenko had two members over 70 and both materially helpful.</p>
<p>Norman</p>
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		<title>By: jeff bernfeld</title>
		<link>http://www.directorship.com/what-keeps/comment-page-1/#comment-842</link>
		<dc:creator>jeff bernfeld</dc:creator>
		<pubDate>Fri, 16 Oct 2009 20:23:35 +0000</pubDate>
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		<description>This is good, important stuff.  Mr. Posen&#039;s observation that Sarbanes-Oxley doesn&#039;t get you where you want to go is exactly correct, and consistent with Mr. Honig&#039;s conclusion that it&#039;s about substance, not process.  If the Foreign Corrupt Practices Act is in a class by itself as the most ill conceived business legislation ever, Sarbanes-Oxley gives it a run for the money.  Our celebration of form over substance costs businesses, shareholders and taxpayers a fortune without providing much in the way of a return.

That said, the suggestion that directors need to spend 2 to 3 days/month in order to understand the businesses they&#039;re responsible for is painfully ironic.  On the one hand, it clearly addresses the problem that many directors spend less time than that and are not well informed enough to do the jobs we expect of them.  But on the other, the idea that a mere 2 days a month is enough to do those jobs, with their ever-increasing responsibilities and expectations just points out the bind we&#039;ve gotten ourselves into:  We didn&#039;t like it when Boards were rubber stamps, run over by aggressive executives who had the focus, expertise and information to do what they wanted, but shifting the responsibility to boards, by definition part time positions with unwieldy structures, is just a fantasy resulting from a perceived lack of viable alternatives.  If Boards could run companies by spending 2 days a month at it, why do we pay full time CEO&#039;s in the first place?</description>
		<content:encoded><![CDATA[<p>This is good, important stuff.  Mr. Posen&#8217;s observation that Sarbanes-Oxley doesn&#8217;t get you where you want to go is exactly correct, and consistent with Mr. Honig&#8217;s conclusion that it&#8217;s about substance, not process.  If the Foreign Corrupt Practices Act is in a class by itself as the most ill conceived business legislation ever, Sarbanes-Oxley gives it a run for the money.  Our celebration of form over substance costs businesses, shareholders and taxpayers a fortune without providing much in the way of a return.</p>
<p>That said, the suggestion that directors need to spend 2 to 3 days/month in order to understand the businesses they&#8217;re responsible for is painfully ironic.  On the one hand, it clearly addresses the problem that many directors spend less time than that and are not well informed enough to do the jobs we expect of them.  But on the other, the idea that a mere 2 days a month is enough to do those jobs, with their ever-increasing responsibilities and expectations just points out the bind we&#8217;ve gotten ourselves into:  We didn&#8217;t like it when Boards were rubber stamps, run over by aggressive executives who had the focus, expertise and information to do what they wanted, but shifting the responsibility to boards, by definition part time positions with unwieldy structures, is just a fantasy resulting from a perceived lack of viable alternatives.  If Boards could run companies by spending 2 days a month at it, why do we pay full time CEO&#8217;s in the first place?</p>
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