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So much for independence: a first-time director finds himself far from the realm of board best practices.(endnote)

Publication: Directors & Boards
Publication Date: 22-JUN-05
Format: Online
Delivery: Immediate Online Access

Article Excerpt
THE SARBANES-OXLEY ACT (SOX) and the New York Stock Exchange's corporate governance rules have established new standards for board membership and board composition. Basically, independent directors are the order of the day. Among other things, a majority of directors serving on a board must I...

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...be independent, and nominating and audit committees must be composed entirely of independent directors. This new independence in the boardroom can bring meaningful benefits to public companies.

In 1992, 10 years before SOX was passed, was elected to the board of an NYSE-listed company. I was elected because I had been instrumental in negotiating an exchange offer for the company's preferred stock. It was the first time I had served on the board of a publicly traded company.

It was an old computer and technology company, with its roots dating back to the late 1960s. In the late '70s it came just shy of reaching $1 billion in annual revenues. In the '80s and '90s, however, it lost its way, and annual revenues were halved and then halved again. Upon my arrival the company was generating 95% of its revenue and all of its operating profit through its 11 European subsidiaries, having essentially lost its once-lucrative business in the United States. This was a company that had possessed the technological capital to have become Cisco, Sun, Dell, or to have...

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