“What you find in the great corporate disasters with remarkable consistency is the same kind of culture—in which dissent is suppressed, in which loyalty is measured by agreement rather than disagreement, and where, as you approach the top of the management structure, you find the people have been selected by virtue of their willingness to go along rather than to speak their mind. In that type of setting, usually with an authoritarian leader and a group of people around him who are either conditioned not to see the realities, or afraid to call attention to the realities, you see time and time again a tendency to reject warning signals, to ignore realities, to create those defensive attitudes, and ultimately the company goes into a crisis.”

• Shareholders seek a meaningful say
in who sits on the board.

• Shareholders lack trust in a board
that lacks independent leadership.
• Shareholders expect disclosure
to reveal the company’s true
condition.
• Shareholders are skeptical of
complex compensation schemes.
• Shareholders want exit scenarios
to be reasonable.
• Shareholders expect the board to
take responsibility—and change
the board—when necessary.
• Shareholders should be able to
effect change.

http://www.directorsandboards.com/Spring07BB.pdf