Time is up for non-executive directors. Through successive corporate crises and systemic catastrophes, despite — and in part because of — layers of codes and regulations, independent board members have failed to do the impossible job handed to them by complacent fund managers.
Here is the charge sheet. Executive recklessness: still untamed. Executive enterprise: often smothered. Executive pay: unchecked. Scandals and failures: recurrent. Sickly corporate cultures: unaltered. Complex operations: unmonitored. Trust in business: fragile.
This list is long. Directors will argue that they are not responsible for all of it. That is precisely the problem. Tighter governance has become the catch-all solution to all corporate, and some systemic, crises, with directors as useful scapegoats if things go wrong. Nobody will weep for people who sometimes earn multiples of average workers’ salaries. But non-executives are under immense pressure as part-time outsiders, overseeing driven full-time experts, who are themselves trying to control companies that are often bafflingly complex.