It's proxy season folks, and some of you might be expecting some fireworks. Citigroup's meeting was certainly exciting, though investor advocates did not prevail on any resolutions. We'll likely see a lot more grandstanding, by shareholders and management alike. At Bank of America, for example, we'll see if the anti-Ken Lewis crowd makes any headway in stripping him of his chairman title. I doubt it, but it will be fun to watch.  

One big question in all this is whether Sarbanes-Oxley really changed any boards. Are they stronger, more independent and better able to deal with big issues as a result of the 2002 law? It was supposed to hold management's feet to the fire, require them to vouch personally on earnings, integrity and create stronger audit boards by requiring some real financial expertise and making them more vulnerable to lawsuits. 

One pundit argues that Sarbox lulled us all into a false sense of complacency about the state of corporate boards, one that the financial crisis has exploded. 

No doubt we've seen some huge corporate mishaps, especially in banking, that make people wonder if boards are still dong to same old lazy job they always have. Even at GM, some are wondering why the President had to oust the CEO. Where was the board? 

My sense is that the director "party"--the sense of the job as kind of a perk bestowed by a trusted friend--is over. If you serve as a director, you're likely resigned to real work now, and real accountability. No wonder people now complain about the lack of qualified directors. 

But while it may be true that directors are putting in more hours than ever, they are not necessarily functioning any better. Critics point to some obvious companies at which boards fiddled while management courted disaster. They tend to think that all the reform measures have lacked teeth. Consider that more than 400 financial institutions will be required to hold shareholder votes about executive pay plans. These were required by the Troubled Asset Relief Program. But they are nonbinding.   

In the end, it's all about results. 

It's sad but perhaps we should temper our expectations. No doubt we should applaud moves to strengthen boards, splitting the chairman/CEO positions, adding more independent directors, making it easier to vote out boards and all that. But even then, boards seem to be able to do only so much. - Jim