Aswath Damodaran 14
Directors lack the expertise (and the willingness) to ask the
necessary tough questions..
! In most boards, the CEO continues to be the chair. Not surprisingly, the CEO
sets the agenda, chairs the meeting and controls the information provided to
directors.
! The search for consensus overwhelms any attempts at confrontation.
Harold Geneen who ruled ITT with an iron fist during the sixties when Ibuilt
itself up through acquisitions, mentions in his memoirs that almost all decisions,
during his tenure, that were made by the board were unanimous.
CEOs almost always chair the board, and establish the agenda for what the
board discusses.