Ric Marshall, Chief Analyst at The Corporate Library, agreed with his criteria, but added a fourth: CEO compensation.
Some corporate-governance activists, such as Nell Minow of the Corporate Library, question quite how genuine this independence will be.
Negative headlines could have a psychological effect on the directors, says Nell Minow, the director of The Corporate Library, which tracks governance trends.
That brought a rebuke from the finger-waggers at The Corporate Library, a nonprofit that charged he has too much control over succession planning.
Nell Minow, director of The Corporate Library, said in an interview last week that shareholder revolts typically do not result in a 100% victory.
Ms. NELL MINOW (Co-Founder, The Corporate Library): We're not talking about - these guys - these are not scapegoats and they are certainly not virgins.
"The corporate establishment is making a mockery of shareholder democracy, " says Robert Monks, a founder of the Corporate Library and a leading guru of corporate governance.
Private equity investors aren't always putting the best companies out there for sale to the public says the Corporate Library, a for-profit corporate governance research firm.
"They want access to capital, and limited liability, but they want the control of a private company, " says Nell Minow, editor of the Corporate Library, a shareholder advocate.
Corporate governance finger-wagger Nell Minow of the Corporate Library concurs.
The Corporate Library has built up a wealth of data on executive pay and contracts, and a database of the myriad ways in which directors are connected, rather than independent.
The Corporate Library paper argues that too many former private equity companies reach the public markets with anti-takeover poison pill provisions, board seats for the former owners and executive compensation plans that don't serve shareholders.
"At this transitional moment for the NYSE, it should not be putting on its board anyone associated with the kind of scandal that Putnam has been through lately, " says Nell Minnow, founder and editor of The Corporate Library.
His failure to keep disagreements within the walls of the boardroom contributed just as much or more to an atmosphere of distrust as did the company's decision to snoop on him, says Nell Minnow, editor of the Corporate Library, which monitors governance issues.
GMI, based in New York and recently merged with the Corporate Library, a governance research firm, rates the practices of more than 4, 100 companies by examining pertinent public data, including regulatory filings, company websites and news services, to see how well they follow securities regulations, stock exchange listing requirements and various corporate governance codes and principles.
More an intellectual than a corporate titan, Vanderbilt created the Platonic ideal of a library: plush red chairs surrounded by built-in walnut bookcases filled with 10, 000 gold-embossed, leather-covered volumes in eight different languages.
WSJ: Biltmore Estate | King of the Castles | Masterpiece by Julia M. Klein
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