No time estimate, Strong
ETHICS, FRAUD & CORPORATE GOVERNANCE
size of between eight and 12 is often viewed as optimal.
Board Expertise — It is typically advantageous if board members have experience serving on the
boards of other public companies. However, serving on too many boards concurrently may
prevent a director from spending enough time on the affairs of each company. A rule of thumb is
that an individual should not concurrently sit on the boards of more than three public companies,
particularly if the director works full-time for another company.
CASE 14.4
Although there are many possible “solutions” to this case, depending on the companies that
students choose for analysis, students should talk about most of these factors in evaluating the
quality of a company’s board of directors.
Board composition — The board of directors should be comprised of a majority of independent
directors (i.e., an independent director is a director with no ties to the company or its management
other than his or her service as a director). In fact, the NYSE and Nasdaq now require that listed
companies have boards with a majority of independent directors.
Nominating committee — Companies should have a separate committee of the board to handle the
process of nominating individuals to join the board of directors. The nominating committee
EVALUATING CORPORATE GOVERNANCE QUALITY
Hill Education.