To what extent do corporate boards and audit committees bear responsibility for the financial meltdown we're now suffering through?

In one corner: Jack and Suzy Welch, who argue "the real fallacy of corporate governance in this crisis is not what boards did and didn't do. It's what was expected of them." They argue that it's absurd to expect directors "uncover systemic flaws or acts of malfeasance, particularly in complex financial institutions." They've got their own jobs and meet maybe twice a month. Their real job is to hire and fire the CEO, who should be on top of things.

This doesn't go over well with Carl Icahn, who thinks "somnambulant" directors ought to be doing much more. They should have been attuned to leverage and risk issues at the least. He's in favor of strengthening boards via CEO/chairman splits, eliminating staggered boards and the like.

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