There is merit to Peter Munk's position. If shareholders truly believe in pay for performance, then it is equally important to attract and motivate executive talent in a downturn as it is in an upturn. This means, paradoxically, that a compensation committee will pay out more, in spite of low stock price, and rein in executive pay during an upturn.

These are disguised but true stories. A director who has never operated a plant or worked in the company's industry chairs the board's health and saf...

I am currently interviewing shareholder activists, hedge funds and private equity leaders on changes to public company boards to make them more focuse...

Executive pay practices are in the news on a regular basis. Just in the past few weeks, after meeting with investors, the performance metrics for Citi...

There is a strong bias for audit committees to oversee many risks, not just financial. No regulation mandates this however. Audit committees should not oversee risks that they are not qualified to oversee. Here are a dozen broader questions to determine whether your Audit Committee needs a reset.

I recently trained a group of directors and CEOs from the banking and agricultural sectors in Texas and Arizona. We discussed mutual expectations on the part of the board and management. The following represents the output of these discussions, which could apply to a variety of boards.

When interests between management and shareholders become adverse, even through the regular course of events, it is important for boards to have their own set of lawyers who are independent from management and seen as objective and willing to act in the interests of directors, not management, and ultimately shareholders.

When boards engage law firms, should they use the same firm that management uses? We don't think so. Law students are taught that you cannot act for two clients whose interests are, or could be, adverse, e.g., a husband and wife in a divorce, a purchaser and vendor of a home, and so on.

Recently, there have been some examples of shareholder activism, at Yahoo, Research in Motion and CP Rail. What does not seem to dawn on people (at least not completely) is that if public company boards really understood and did their jobs, there would be no need for "shareholder empowerment." The only question in responding to a "concerned" or activist shareholder is: what is in the best interests of the company and its shareholders?

Make no mistake about it. For companies that want to be perceived as operating "by the book," it's critical for their goals and standards to align with integrity. As Dan Ariely points out, none of us are above temptation. That's why organizations need to be. Here are my tips to CEOs for making their workplace -- both in and out of the office -- as free of scandal-causing temptations as humanly possible.

You can't let board members off the hook simply because they're not full-time employees of the company, or that on just one day per quarter they're presented with information on which they can't always get feedback. And that's why Richard Schulze has been forced to step down from Best Buy's board.