Evolving Corporate Boards

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CORPORATE boards of directors are rapidly evolving into a major strategic force in American business. The new activism on the part of corporate directors includes replacing the chief executive officers of such industrial giants as American Express, Eastman Kodak, General Motors, and IBM.

This burst of action is matched by widespread ignorance of how boards functions and how they have been changing in recent years. The most frequent criticism of boards of directors is that they rubber-stamp the views of management. A related criticism is that a board's deliberations are dominated by the CEO, who in 80 percent of the larger corporations serves as chairman. When the same …