Smart Boards

When disgruntled shareholders marched Disney's board of directors into a Delaware courtroom seeking to hold them accountable for the Michael Ovitz debacle, board members across the country experienced a vicarious chill.

While the Disney directors were found in the clear of breaching their fiduciary duties, more than a year later the paranoia about increased scrutiny remains.

Similarly, Michelle Banks, vice president and associate general counsel of Gap Inc., found that an in-house approach worked best.

"Every other month we have a board meeting, and we do a dinner the night before," she said. "We don't use every one of those dinners for education, but we probably use two or three of them a year."

Some attendees have taken a proactive role in developing processes to ensure that rubberstamping is a thing of the past.

Microsoft Corp.'s deputy general counsel John Seethoff promotes a system he calls the "two meeting rule" to ensure that all board decisions are well considered. The initial meeting allows members to discuss relevant issues without reaching any conclusions. It also offers a way to structure the decision making so that the board can have a record of any sort of significant decision having been discussed and then reported in the minutes and at least two meetings.

staff Writer

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