It’s almost impossible, for example, in a boardroom populated by well- mannered people, to raise the question of whether the CEO should be replaced. It’s equally awkward to question a proposed acquisition that has been endorsed by the CEO, particularly when his inside staff and outside advisors are present and unanimously support his decision. (They wouldn’t be in the room if they didn’t.) Finally, when the compensation committee –armed, as always, with support from a high-paid consultant – reports on a megagrant of options to the CEO, it would be like belching at the dinner table for a director to suggest that the committee reconsider.
举例来说，通常在充满和谐气氛的董事会议上，几乎不可能讨论到是否应该撤换CEO这类严肃的话题，同样地董事也不可能笨到会去质疑已经由CEO大力背书的购并案，尤其是当列席的内部幕僚与外部顾问皆一致地支持他英明的决策时，(他们若不支持的话，可能早就被赶出去了)，最后，当薪资报酬委员会，通常布满了支领高薪的顾问，报告将给予CEO大量的认股权时，任何提出保留意见的董事，通常会被视为像是在宴会上打嗝一样地失礼。
These “social” difficulties argue for outside directors regularly meeting without the CEO – a reform that is being instituted and that I enthusiastically endorse. I doubt, however, that most of the other new governance rules and recommendations will provide benefits commensurate with the monetary and other costs they impose.
