Outsiders Upfront
“Lead directors are gaining clout on U.S. boards, a development that gives the boards the potential to become more effective counterweights to powerful chief executives.
The role is a compromise created in the era of the 2002 Sarbanes-Oxley Act. Lawmakers wanted to beef up boards to cut down on corporate shenanigans, but they didn’t want to go so far as to require the separation of the chairman and CEO jobs. What evolved was the appointment of a director to represent fellow board members who didn’t have ties to the company.”
See article at: WSJ 13Sep10: “Lead Directors Gain Clout to Counterbalance Strong CEOs”