Such systems will never be able to prevent all violations of federal regulatory requirements, but simply because violations occur is not a reason to conclude that an outside director has been disloyal to the corporation.
Teenage girls everywhere seem to be Skechers' biggest fans, but the company is careful not to openly cater to them in the U.S. That's one reason Britney pitches shoes only outside the U.S., where she is almost as well known for her Energys as she is for her belly button.