LyrArc Article Gist
Pozen calls for smaller Boards of Directors, and suggests about 6-7 directors for a board. Having closer to 11 directors, as is the norm he says, leads to "social loafing" where the directors do not contribute to effective governance. He cites research showing 6-7 is the most effective size for directors to take personal responsibility and take decisive action. This is important as Boards of Directors at GM, Citigroup and other companies failed to take action, leading to a government bailout of these companies. In other cases the situation was less dire, but the Boards failed to provide effective governance. He suggests the board be comprised of people with experience in the areas the company operates in, with one or two generalists to provide a larger perspective. The Citigroup board in 2007 was comprised of luminaries and only one independent director had worked for a financial services firm. The current practice of a board meeting in person every other month for one day, plus conference calls, is just not adequate to stay abreast of the global operations of a company. What is needed is for an outside director to spend 2 days a month on company business between board meetings. For this reason independent directors should be restricted to serving on just two boards of public companies, Pozen says. This would mean having experienced retired persons in the industry, who are over 60. Compensation which is about $200,000 for a board member would be increased to $400,000, as directors would be putting in twice as many hours. Pozen would like to see board members taking their duties seriously, and having expertise in the field the company operates in, making the board duties their primary job rather than an avocation.