We are discussing a Report produced by the ABA Task Force on Delineation of Governance Roles and Responsibilities.  The Report is a good overview of the roles played by three interest groups in the governance debate: shareholders, directors, and regulators.

The Report indicates that directors are working harder.  One study reported that they spend 223 hours on board/committee matters and that they meet an average of 9 times a year (although about half of the S&P 500 still meet only 6-8 times a year).  One suspects that the hourly figures are self reported.  More importantly, the issue is not whether boards are meeting more often (in a period of crisis like now how could it be otherwise), the question is what are directors are doing when they meet.

For that to be answered, there needs to be a discussion of exactly what duties arise out of a board's fiduciary obligations.  Yet the Report merely refers to these duties generally.  As the Report notes:

• The board is required to apply its own business judgment as a fiduciary to issues that - as a matter of law - it and not the shareholders must decide. Applying fiduciary judgment in the face of apparently strong shareholder opinions is a particular challenge, given that failure to abide by majority shareholder wishes on non-binding shareholder proposals may lead powerful proxy advisors to recommend votes against directors the following year.

It may be hard but at least for the largest public companies, they are well paid, with some making in the vicinity of $700,000 a year. 

Corporate governance must be more than shareholder access or an increased number of independent directors.  Boards need to be told more, something Delaware resolutely refuses to do.  They weren't required to be told about poison puts in Amylin, or required to review systemic risk in Citigroup.  In other words, the duty to monitor has been given little content by the Delaware courts.  A meaningful analysis of corporate governance practices must include an examination of what directors ought to know and what they ought to do when the get the information.