A recent survey put out by PricewaterhouseCoopers and the Corporate Board Member magazine showed that directors still don't have as much control over corporate dealings that many believe is needed to curb super-sized compensation. The 1,300 directors polled indicated that one of the major problems is that in over half of the company's the CEO also served as chairman of the board. However, they also stated that they didn't want change; only 8 percent of the directors said that they would like more boardroom
control while 59 percent said that they don't want the chairman position
to be an independent director. Surprisingly, more directors were worried about the reprecussions associated with losing their CEO without a succession plan than they were awarding a CEO a $10 million bonus when their company's stock declined for the past two years. Another interesting statistic showed that less than half of those surveyed said their boards use tally sheets to
add up total compensation, and about 20% directors said that
they didn't know what the CEO would collect if they were terminated,
retired or were subjected to a takeover. This lack of confidence and oversight in the boardroom is the reason for many of the problems surfacing with executive compensation. Perhaps this new wave of shareholder activism will help motivate change in a group of people that appears to be so resistant to it.