Company boards are facing stronger scrutiny, with the possibility that their members may be held accountable when business shenanigans occur on their watch. Investors want strong, active boards. "It's more than an issue of integrity," one buysider observes. "Substantial shareholder value was diverted into dubious entities, while executives continued to get outrageously high salaries and bonuses." She suggests corporate checks and balances of executive excesses failed repeatedly and dramatically the past few years primarily because directors were so passive. Robert H. Campbell, Sunoco Inc. chairman, president and chief executive officer until retiring two years ago, offered ideas for improvements to a Senate Government Affairs Committee subcommittee in May. More complete and understandable annual disclosures of the relationship between a director and the corporation. Specifically, this includes not only a director's total compensation in salary and stock options, but also any business relationship between his own and the company. A mandatory annual meeting of outside directors, with no management member present, to review performance. Limiting the number of years an outside auditor can serve a corporation. Publication of corporate governance practices in each year's proxy statement.
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