America's best and worst boards.

In light of the turmoil in corporate governance, Chief Executive asked two longtime governance experts to identify five boards that meet and five that fail the new accountability paradigm. Their effort posits some ground rules for additional reform.

Corporate governance in the U.S. is undergoing an evolutionary--perhaps revolutionary--change. Some of our most respected corporations have experienced widely publicized turbulence in their boardrooms. Many prominent CEOs have been ousted from their posts by their directors. Institutional shareholders and the business press have criticized a number of board practices, notably in the areas of executive compensation and CEO-dominated boards. The Securities and Exchange Commission has instituted sweeping changes in the way material is reported in proxy statements. Corporate-governance seminars--such as the Chief Executive magazine roundtable in this issue--are exploring questions of board leadership, board composition, board functions, and board responsibility.

Nearly everyone agrees that the composition of the corporate board of directors is the foundation for building an effective board. Combining the right confluence of talent, experience, and independence with a reasonable balance of age, geography, and cultural background makes the development of a cohesive, independent, constructive, objective, participative board a much easier task. Conversely, a boardroom filled with inside executives, potential conflicts of interest, special-interest group representatives, interlocking directors, and personal friends of the CEO and ex-CEO--all of whom are the same age, sex, race, and background--is a disaster waiting to happen.

Most interesting of all are the dynamics of boardroom change. Not many years ago, a number of admired corporations had boards largely composed of insiders, both active and retired. Many filled board seats with senior members of their law firms, investment banks, and commercial banks. Some elected large suppliers and major customers as directors. Interlocking directorates between most of the large companies in each of our major cities was a commonly accepted practice.

Directors normally were selected by the chairman and CEO without benefit of a nominating committee. The idea of a large corporation's CEO not being the chairman of the board was unthinkable. Women and minority directors existed only as "tokens" and only in "enlightened" corporations. Institutional shareholders held only small stock positions in the S&P 500 and often didn't bother to vote their proxies. There were no significant shareholder rights groups; only a few exhibitionist gadflies attended some annual meetings, which were formal, mercifully brief, and usually boring. Outside directors in companies whose by-laws required directors to be shareholders usually bought 100 shares of stock and took home modest retainer and attendance fees.

But times have changed, and so have the criteria for determining what makes a good board. Arguments continue over these criteria, and the corporate world hasn't yet formed a consensus. Most CEOs and directors say, "Our company is different. We are unique. Don't try to hold us to a pattern."

Agreed. But a number of requirements for a "good" corporate board seem to be accepted by corporations and shareholders alike. We present those criteria that make the most sense to us, and that we predict will be generally adopted by American public companies.

Our methods of selecting our best board/worst board candidates are not scientific. We asked CE readers and several experienced directors to submit their choices for review. We also read about 200 proxy statements and consulted numerous directories. Of course, we tried to follow the business press as it reported on company doings in recent months. Our primary source was the proxy statements issued in the spring of 1993, covering the 1992 calendar year. Many changes have occurred since then, but we were constrained by publication deadlines.

Generally, we shied away from high-profile corporate-governance cases covered in detail by the press. For example, we declined to consider American Express, Borden, The Dart Group, Eastman Kodak, General Motors, IBM, ITT, Paramount, RJR Nabisco, Westinghouse Electric, or any savings bank.

By contrast, those that fall within our purview are or have been profitable companies. All have several hundred million dollars or more in revenue.

The five best boards that follow are reasonably sized with logical committee structure. All had good attendance at frequent board and committee meetings--of the 57 board members involved, only one director attended less than 75 percent of the meetings. Most pay their directors fair amounts, and most are beginning to add stock options and/or stock grants. All are diversified, with the women and minority representatives coming from significant posts and experience bases.

We make no attempt to rank these boards, because each of the companies is uniquely different in its composition, structure, and presentation.

THE BEST: DAYTON-HUDSON CORP.

Dayton-Hudson Corp., based in Minneapolis, MN, has worked for many years to assemble its board and its board operating policy.

The board has 13 members, including CEO Kenneth Macke, who is its chairman. It also elects as vice chairman one of the outside directors, who acts as the "lead director." Three of the outside directors are women, and one is a minority representative. Seven are active CEOs, one a retired CEO, and one a COO. One is an educator. Board members represent all areas of the country and a cross-section of businesses. No law firms, investment banks, or commercial banks are represented. The board held seven meetings, one of which lasted two days.

The compensation committee, in addition to being responsible for all senior management compensation programs, also establishes criteria for evaluating the CEO's performance and writing up the assessment. The executive committee--comprised of all the independent directors--then evaluates the performance and compensation of all senior officers and the CEO's performance as chairman of the board.

The compensation committee pursues a pay-for-performance compensation philosophy; the long-term incentive plan is based on performance measured against a benchmark group of companies over a 48-month period. A substantial portion of the annual compensation of each executive officer is contingent upon the financial performance of the corporation or relevant operating division.

Directors must retire from the board upon reaching age 68 or after serving 15 years. If there is a substantial change in status, a director must submit his or her resignation. Directors receive an annual retainer of $25,000, plus $1,000 for each board and committee meeting attended, and $5,000 in restricted stock each year. The independent vice chairman earns an additional $10,000 in restricted stock each year.

UNUM CORP.

This relatively small Portland, ME-based insurance company, formerly known as Union Mutual, also has labored long to develop an effective board.

It has 13 directors, including three insiders--James Orr, chairman and CEO; Gwain Gillespie, retired vice chairman; and Gayle Averyt, chairman of a newly acquired subsidiary. There are two women and one minority director, as well as two educators. Seven directors are active or retired CEOs or senior executives. There are no apparent conflicts of interest. The board elects one director as "liaison member" to serve as a communications link between the board members and the CEO; he provides a natural rallying point for the outside directors in the case of an emergency.

Written policy guidelines detail the board's composition, scope, and procedures. The board governance committee nominates board members, recommends committee membership, annually assesses board performance, and periodically evaluates individual board members. We examined the forms used in the evaluations: They are a key part of one of the best assessment efforts we have seen.

Directors serve for nine years or until age 72. All committee appointments are rotated in a manner that "preserves the continuity of the committee" and retains the experience of older members as newer members are rotated.

Directors are comparatively well-paid--$25,000 retainer, $1,000 per meeting, plus $4,000 for a committee chair. Each director is granted an option for 2,000 shares upon election and a grant of 1,000 shares each year.

AVON PRODUCTS 

This New York City company sells its products largely to women by women sales representatives. Therefore, it seems fitting that four of its 12 directors are women. Two directors, James Preston, chairman and CEO, and Edward Robinson, president and COO, are insiders. Of those remaining, five are active or retired CEOs, and one is an educator.

In addition to the regular standing committees, Avon has a nominating and directors' activities committee that regularly reviews the composition of the board, its committees, and their procedures.

Director fees are fairly high--$38,000 retainer and $1,000 for each board and committee meeting attended. The board met eight times. There is a retirement plan for directors. The company holds from two to four regional meetings each year with financial analysts and institutional shareholders. Two outside directors attend each of these meetings and are available for direct questions.

GOODYEAR TIRE & RUBBER

Located in Akron, OH, Goodyear has 11 directors. Two are insiders; one of them is the president, Hoyt Wells, and the other is the chairman and CEO, Stanley Gault, who was an outside director until June 1991, when he took the company reins.

There are five active or retired corporate executives, one of whom is a woman. There are two present or former educators and a community leader who is a minority representative. One director is a prominent international consultant. We don't usually approve of consultants on a board because of the potential conflicts of interest. In this case, the consultant, William Turner of Argyle Atlantic, has served on the board since 1978 and could be an exception to the general rule.

Goodyear has a corporate responsibility committee in addition to the standard audit, nominating, and compensation committees. The compensation committee report in the proxy statement is one of the better ones we have read, focusing on performance shares and long-term incentives. For a large corporation, directors' compensation is relatively modest: $25,000 retainer fee, plus $1,200 attendance fees for all meetings.

ALUMINUM CO. OF AMERICA

Much like the situation at Goodyear, the chairman and CEO of Pittsburgh-based Alcoa, Paul O'Neill, is a former outside director who assumed his post when the CEO was replaced.

O'Neill put together a diversified board of only eight other directors. He is the sole insider. There is a woman, a minority member, an educator, and an international representative, plus three present or former business executives.

Alcoa has a standard committee set-up, with the major ones being the audit, compensation, and nominating committees. Director compensation is in the medium range: retainer fees between $25,000 and $28,000, board meetings at $1,000, and committee meetings at $600. Each director receives 200 shares of Alcoa stock annually. There is a director retirement plan with the mandatory director retirement age of 70. There were six board meetings, five compensation committee meetings, and four audit committee meetings last year.

Most of the company's incentive compensation is based on performance stock options and a unique program of "continuation" grants that encourage the maintenance of stock ownership for over 700 optionees.

THE WORST BOARDS

The worst boards offer illustrations of the structural and operational flaws that are being attacked by today's corporate governance critics--too large or too small; too many actual or potential conflicts of interest; too much apparent dominance by the CEO; not enough diversity in board membership; too little reference or recognition of the changing nature of the business world.

In no cases do these "worst boards" violate any laws, nor are they involved in any unethical practices. They simply represent the "old way" of doing business in the boardroom before corporate governance became a matter of broad and enlightened discussion.

In some cases, these companies, or their chairmen and CEOs, seem to have deliberately flouted accepted practices. The leaders of these companies may deem such behavior acceptable. We certainly do not. Here are our choices--in the loosest sense of the word.

APPLE COMPUTER

In the spring of 1992, when John Sculley was still chairman and CEO, Cupertino, CA-based Apple had an eight-man board, consisting of three insiders, two venture-capital investors, one investment banker, one independent director, and one large shareholder. Sculley and Executive Vice President Albert Eisenstat have since resigned, with considerable publicity given to the lucrative nature of their termination deals.

The board met only five times, relatively few meetings for a company of this size. It has a compensation committee that met only once, and a separate stock options committee that convened three times.

Directors are paid a $28,000 retainer fee and $1,000 per board meeting; they are not paid for committee meetings. Earlier, two outside directors, John Rollwagen, chairman and CEO of Cray Research, and Bernard Goldstein, had been given five-year warrants to acquire up to 20,000 shares of stock. The other directors are all large shareholders.

In 1990, the company repriced 11 million shares of options granted under the 1981 and 1990 option plans, lowering the weighted average exercise price from $33.24 per share to $25.88 per share. Good corporate governance generally frowns on lowering exercise prices simply because options are "under water."

In its proxy, the company presents two segmented tables showing the compensation of its officers--one for salaries and the other for bonuses. SEC proxy instructions recommend they be combined into a single table.

Finally, Apple has far too few independent outside directors to effectively represent the interests of all its shareholders.

SUNBEAM-OSTER

This is another company with a paucity of independent directors. The former CEO, Paul Kazarian, was removed as an officer on January 9, 1993, and as a director on March 29, 1993. The proxy statement is dated April 26, 1993.

The ouster left the company, located in Providence, RI, with five directors, one of whom was the company's secretary and legal counsel. Two major shareholders, representing interests controlling 75.5 percent of the stock, are the sole members of the executive committee.

There is no compensation committee; its duties are handled by the executive committee. In December 1992, the executive committee granted a bonus to Kazarian of $962,500 over and above his salary of $1.75 million.

The audit committee is composed of Roderick Hills, who is a former SEC chairman and the husband of former U.S. Trade Representative Carla Hills, and Charles Thayer, who became interim chairman of the company when Kazarian was removed and who began to receive $20,000 per month in compensation.

Until the end of 1992, outside directors were paid only $10,000 per year. In 1993, they were paid $20,000, plus $1,000 for each meeting, and they are to receive a one-time restricted stock bonus of 7,000 shares.

Ultimately, Sunbeam-Oster illustrates what can happen to a company undergoing a buy-out, when the primary owners fail to install an independent outside board of directors to represent the shareholders.

W.R. GRACE & CO.

This Boca Raton, FL-based company does not have a shortage of outside directors--it has too many. The board is orchestrated by the long-standing company chairman, J. Peter Grace, age 79. It has 25 directors, 12 of whom are 72 or older. Most directors are former public officials or retired senior executives of major companies. Two are company executives, and three have consulting contracts with Grace. Two are women.

For what must be some sort of a record, the board met 14 times, the compensation committee 13 times, and the audit committee five times. The frequency of meetings may be partially explained by the director compensation system. Directors receive no retainer, but are paid $3,000 for each board meeting and $900 for each committee meeting. The chairmen of the audit and compensation committees receive a special annual retainer of $12,000 each. There is a directors' retirement plan.

Executive compensation is on the high side, with Chairman Grace receiving between $1.5 million and $1.8 million in each of the last three years. Grace's retirement plan provides him with a $5 million payment in 1992 and, among other things, a pension benefit of $1 million a year.

OCCIDENTAL PETROLEUM CORP.

Armand Hammer presided over this Los Angeles-based corporate dynasty until his death in 1991, when he was succeeded by Ray Irani.

The proxy statement dated March 18, 1993, shows Hammer's lingering influence on board composition. Of the 14 board members, seven are 77 or older (and three of those are 85 or older). Of the remaining directors, five are present or former Occidental officers. A proposal by shareholders in the 1993 meeting to limit the age of directors to 72 was defeated.

The board met seven times in 1992. There are five board committees; Rosemary Tomich, owner of the Hope Cattle Co., is on four. The chairman of the compensation committee is Arthur Groman, whose law firm represents the Hammer estate. Arthur Krim, a member of the compensation committee, is counsel to the law firm that supplies legal services to Occidental (and Louis Nizer is a senior partner of that firm). Four outside directors don't serve on committees. There is no directors' retirement plan.

Directors receive a $25,000 annual retainer and $600 for each board and committee meeting attended. None of the fees is paid in stock. The five- and two-year comparative tables of Occidental stock returns show almost no return for the company over each period.

BERKSHIRE HATHAWAY 

We include Berkshire Hathaway, located in Omaha, NE, as one of our worst boards simply to make a point: If a colorful chairman and CEO is successful enough and maintains a good reputation and a sense of humor, it may be possible to get away with all kinds of governance aberrations.

The company's CEO, Warren Buffett, is a prime example. He has a five-person board, including himself, his wife, the vice chairman, and two "outside" directors.

The board met once after the annual shareholders' meeting and on one other occasion by the directors' unanimous consent. Outside directors receive a fee of $900 for each meeting attended and $300 for telephone meetings. The audit committee member receives an additional fee of $1,000 quarterly. Walter Scott is the audit committee; since the New York Stock Exchange requires a majority of independent directors on the audit committee, this presumably meets that stipulation. Berkshire Hathaway has no nominating or compensation committee.

According to the "Board of Directors Report on Executive Compensation" in the proxy statement:

"Berkshire's program regarding compensation of its executive officers is different from most public corporations' programs. Mr. Buffett informs the board of directors as to the amount of his proposed remuneration and that of Berkshire's other executive officers. Mr. Buffett has been paid an annual salary of $100,000 for each of the last 12 years. Factors considered by Mr. Buffett are typically subjective, such as his perception of the individual's performance and any planned change in functional responsibility. Neither the profitability of the corporation nor the market value of its stock is considered in setting executive officer base compensation."

Needless to say, a comparison of the five-year cumulative returns shows that Berkshire far outpaces its peers and the S&P Index.

CONCLUSIONS

We have come to two conclusions as a result of this exercise: First, boards of directors are in better shape than most corporate governance critics give them credit for. We found many more candidates for the "Best of Boards" than for the "Worst of Boards." The majority of proxy statements we read correlate fairly well to our criteria for good boards. There are still too many inside directors, too many potential conflicts, and too few women and minority board members. But when newly nominated directors are considered, the balance begins to shift. Statistically, the change is slow, but it is happening.

Second, the composition of the board alone does not make it a good one or a bad one. A board's success or failure depends on how the group of individuals, with proper leadership, organizes itself to govern the corporation.

Clearly, if you start with good material and a sound structure, it is easier and faster to develop effective procedures and policies that benefit all shareholders.

PARAMETERS OF THE STUDY

Our study does not purport to be definitive or scientific. Nonetheless, in sifting through about 200 proxy statements, numerous directories, accounts in the business press, and in conversations with several experienced outside directors, we adhered to the following guidelines:

* We did not attempt to gain access to board meetings or to witness the dynamics of director interaction. We relied on publicly available information in evaluating the key aspects of board composition and structure.

* Our analysis was limited to public corporations of sufficient size to be listed on one of the major stock exchanges. Companies considered had at least $100 million in revenues. We attempted to include as wide a diversity of industries as possible.

* Criteria were established, and board characteristics were assessed, on the basis of published data, mainly proxy statements, annual reports, and a variety of directories.

* Most of the information was reported for the 1993 proxy season. While these were the latest reports available, they are about a year old.

* An even more important aspect of the time dimension needs to be emphasized. Today's board are typically the end-products of a long history of director selection and structural evolution. Many of the characteristics viewed unfavorably now were perfectly acceptable a few years ago.

* Some of the corporations mentioned have changed or restructured within the past year or so. They have undergone (or are undergoing) significant reforms in the process. If their movement is in the right direction, we wish them well in their efforts.

* We omitted any corporations with which we are personally connected as directors or governance consultants.

THE HALLMARKS OF AN EFFECTIVE BOARD

What comprises a first-class board of directors? You'd likely get different answers from a CEO, a board member, and a shareholder activist--and prompt a spirited debate to boot. (For an example, check out the lively repartee in this month's CE roundtable, "The New Governance Paradigm.")

Following are the criteria we used to evaluate the five best boards and the five worst. We do not weight criteria nor rank the companies, because different companies have different requirements at different times and under different circumstances, and some companies were included to illustrate a specific point.

In terms of board composition, of course, corporate profitability can cover a multitude of structural sins. After all, if it ain't broke, why fix it?

Board size. Keep it relatively small--more than a handful of members (four or five), but less than a crowd (15 or more). Have enough directors to garner a range of talents and to staff committees; not so many as to discourage discussion.

Outsider/insider ratio. Limit yourself to one or two inside directors. Former CEOs should count as inside directors.

Potential conflicts of interest. Limit the number of active investment bankers, legal counsel, commercial bankers, consultants, interlocking directorships.

Narrow special-interest groups. Minimize investors representing blocks of shares, relational investors, inactive family relations.

Demographic balance. Maintain an appropriate mix of backgrounds, skills, and experience; recognition of capable women and minorities; relevant geographic and international dispersion; reasonable age limits, say 70 to 72, and in some cases even a grandfather clause that permits a director to serve even longer.

Non-contributing directors. Avoid celebrity directors and personal or social friends, who serve simply as "figure heads."

Stock ownership by directors. Encourage fees or grants paid (partially or fully) in company stock, restricted stock, or stock options.

Committee structure. Establish a clear definition of responsibilities and functions of standing committees (audit, compensation, and nominating). Ensure active director participation in board structure and procedures.

Emerging indications of director independence. Name a non-executive chairman, if applicable. Recognize a "lead director" or equivalent. Implement CEO performance evaluation, and board and director performance evaluation.

Conversely, the above characteristics applied in reverse typically represent needless "baggage" and curtail operating effectiveness. Cumulatively, such baggage can add up to a flawed or ineffective board.

THE BEST BOARDS

DAYTON HUDSON CORP. Rand V. Araskog, 61, chairman and CEO, ITT Corp.; Robert A. Burnett, 65, former chairman and CEO, Meredith Corp., Livio D. DeSimone, 56, chairman and CEO, 3M Corp.; Roger A. Enrico, 48, chairman and CEO, PepsiCo Worldwide Foods; William W. George, 51, president and CEO, Medtronic; Roger L. Hale, 58, president and CEO, Tennant Co., and vice chairman, Executive Committee of the Corporation; Donald J. Hall, 64, chairman, Hallmark Cards; Betty Ruth Hollander, 63, chairman and CEO, Omega Group; Michele J. Hooper, 41, president, International Business Group, Caremark International; Kenneth A. Macke, 54, chairman and CEO, Dayton Hudson; Mary Patterson McPherson, 57, president, Bryn Mawr College; John R. Walter, 46, chairman and CEO, R.R. Donnelley & Sons; Stephen E. Watson, 48, president, Dayton Hudson.

UNUM CORP. Robert E. Dillon Jr., 61, executive vice president, Sony Corp. of America; Ronald E. Goldsberry, 50, general sales and marketing manager, Parts and Service Division, Ford Motor Co.; Donald W. Harward, 53, president, Bates College; James F. Orr III, 50, chairman and CEO, Unum Corp.; Gayle O. Averyt, 59, chairman, Colonial Cos.; Lois Dickson Rice, 60, guest scholar, Brookings Institute; Kenneth S. Axelson, 70, retired executive vice president, J.C. Penney Co.; Gwain H. Gillespie, 61, former vice chairman, Unum Corp.; Cynthia A. Montgomery, 40, professor, Harvard Business School; James L. Moody Jr., 61, chairman, Hannaford Bros. Co.; Lawrence R. Pugh, 60, chairman and CEO, VF Corp.; John W. Rowe, 47, president and CEO, New England Electric System; Robert L. Swiggett, 71, former chairman and CEO, Kollmorgen Corp.

AVON PRODUCTS. James E. Preston, 59, chairman and CEO, Avon; Edward J. Robinson, 52, vice chairman and CFO; Daniel B. Burke, 64, president and CEO, Capital Cities/ABC; Stanley C. Gault, 67, chairman and CEO, Goodyear Tire & Rubber; George V. Grune, 63, chairman and CEO, Reader's Digest Association; Charles S. Locke, 64, chairman and CEO, Morton International; Ann S. Moore, 42, publisher, People magazine; Remedios Diaz Oliver, 54, president and CEO, All American Containers; John J. Phelan, Jr., 61, former chairman, New York Stock Exchange; Ernesta G. Procope, 64, president and CEO, E.G. Bowman Co.; Joseph A. Rice, 68, former chairman and CEO, Irving Bank Corp.; Cecily C. Selby, 66, president, CCS Ltd., former chairman of Department of Mathematics, Science, and Statistics Education, New York University.

GOODYEAR TIRE & RUBBER CO. Gertrude G. Michelson, 67, former senior vice president, R.H. Macy & Co.; CHarles W. Parry, 68, former chairman and CEO, Alcoa; William C. Turner, 63, chairman and CEO, Argyle Atlantic Corp.; Hoyt M. Wells, 66, president and COO, Goodyear; John G. Breen, 58, chairman and CEO, Sherwin-Williams Co.; Thomas H. Cruikshank, 61, chairman and CEO, Halliburton Co.; Stanley C. Gault, 67, chairman and CEO, Goodyear; Steven A. Minter, 54, president, Cleveland Foundation; Russell E. Palmer, 58, chairman and CEO, The Palmer Group; Agnar Pytte, 60, president, Case Western Reserve University; George H. Schofield, 63, chairman and CEO, Zurn Industries.

ALUMINUM CO. OF AMERICA. Paul H. O'Neill, 57, chairman and CEO, Alcoa; Kenneth W. Dam, 60, former vice president, IBM; John P. Diesel, 66, former president, Tenneco; Judith M. Gueron, 51, president, Manpower Demonstration Research Corp.; John P. Mulroney, 57, president and COO, Rohm and Haas Co.; Sir Arvi Parbo, 67, chairman, Western Mining; Forrest N. Shumway, 65, former vice chairman, Allied Signal; Franklin A. Thomas, 58, president, Ford Foundation; Joseph T. Gorman, 55, chairman and CEO, TRW.

THE WORST BOARDS

APPLE COMPUTER. Albert A. Eisenstat, 62, executive vice president, Apple; Arthur Rock, 66, principal, Arthur Rock & Co.; John A. Rollwagen, 52, chairman and CEO, Cray Research; Michael H. Spindler, 50, president and COO, Apple; Peter O. Crisp, 60, general partner, Venrock Associates; Bernard Goldstein, 62, managing director, Broadview Associates; A. C. Markkula Jr., 50, vice chairman, Apple, chairman, ACM Aviation, Inc.; John Sculley, 53, chairman and CEO, Apple.

SUNBEAM-OSTER. Charles E. Davidson, 40, general partner, Steinhardt Partners; Roderick M. Hills, 62, chairman, International Practice Group, Shea & Gould; Peter A. Langerman, 37, executive vice president, Mutual Series Fund; Michael G. Lederman, 40, president, Sunbeam-Oster; Charles J. Thayer, 49, managing director, Chartwell Capital.

W.R. GRACE & CO. J. Peter Grace, 79, chairman, W.R. Grace; J.P. Bolduc, 53, president and CEO, W.R. Grace; Constantine L. Hampers, 60, executive vice president, Grace; George C. Dacey, 72, former president, Sandia National Laboratories; Edward W. Duffy, 66, former chairman and CEO, Marine Midland Banks; Harold A. Eckmann, 71, former chairman and CEO, The Atlantic Cos.; Charles H. Erhart Jr., 67, former president, W.R. Grace; Raymond C. Foster, 74, former chairman and CEO, Stone & Webster; James W. Frick, 68, president, J.W. Frick Associates; Ronald Grierson, 71, former vice chairman, General Electric Co. PLC (U.K); Thomas H. Holmes, 69, former chairman, president, and CEO, Ingersol-Rand Co.; Gordon J. Humphrey, 52, former U.S. senator; George P. Jenkins, 78, consultant to W.R. Grace, former chairman and CFO, Metropolitan Life; Virginia A. Kamsky, 39, president and CEO, Kamsky Associates; Peter S. Lynch, 49, vice chairman, FMR Corp.; Robert C. Macauley, 69, chairman, Virginia Fibre; Roger Milliken, 77, CEO, Milliken & Co.; John E. Phipps, 60, chairman, John H. Phipps Inc., private investor; William Wood Prince, 79, vice chairman, F.H. Prince & Co.; John A. Puelicher, 72, former chairman, Marshall & Ilsley; Eben W. Pyne, 75, former senior vice president, Citibank; D. Walter Robbins Jr., 73, consultant to W.R. Grace, former vice chairman, Executive Committee, W.R. Grace; Eugene J. Sullivan, 72, former chairman, Borden; Grace Sloane Vance, 74, educational and philanthropic activities; David L. Yunich, 75, consultant to W.R. Grace, former vice chairman, R.H. Macy & Co.

OCCIDENTAL PETROLEUM CORP. Albert Gore Sr., 85, former U.S. senator; George O. Nolley, 77, rancher; John F. Riordan, 57, executive vice president, Occidental; Rosemary Tomich, 55, owner, Hope Cattle Co.; Arthur Groman, 78, senior partner, Mitchell, Silberberg & Knupp; Michael A. Hammer, 37, chairman and president, Armand Hammer Foundation, former secretary and vice president, Occidental; J. Roger Hirl, 61, executive vice president, Occidental; Ray R. Irani, 58, chairman, president, and CEO, Occidental; John W. Kluge, 78, chairman and president, Metromedia Co.; Arthur B. Krim, 82, of counsel, Phillips, Nizer, Benjamin, Krim & Ballon; Dale R. Laurance, 47, executive vice president and senior operating officer, Occidental; Morrie A. Moss, 85, former president, John A. Denies' Sons Co., personal investor; Louis Nizer, 91, senior partner, Phillips, Nizer, Benjamin, Krim & Ballon; Aziz D. Syriani, 51, president and COO, Olayan Group.

BERKSHIRE HATHAWAY. Warren E. Buffett, 62, chairman and CEO, Berkshire Hathaway; Susan T. Buffett, 60, wife of Warren Buffett; Malcolm G. Chace III, 58, private investor; Charles T. Munger, 69, vice chairman, Berkshire Hathaway; Walter Scott Jr., 61, chairman and CEO, Peter Kiewit Sons' Inc.

Formerly the CEO of F.&M. Schaefer (1972-1977), Robert W. Lear is chairman of CE's advisory board. He also teaches at the Columbia Business School, where he is executive-in-residence. With 154 years of composite board experience, he is an independent general partner of Equitable Capital Partners and holds directorships with Cambrex Corp.; Scudder Institutional Funds; Korea Fund; and Welsh, Carson, Anderson, Stow Venture Capital Co. Lear formerly served on the boards of Champion International, Church & Dwight Co., Crane Co., and Turner Corp.

Boris Yavitz is a faculty member and dean emeritus of the Columbia Business School and has served on the boards of the Federal Reserve Bank of New York, J.C. Panney Co., Sterling Drug, Barnes Group, Crane Co., Medusa Corp., St. Regis Corp., PEC-Israel Economic Corp., and Israel Discount Bank of New York. He works as a consultant on governance for a variety of corporations and public institutions. Yavitz is also chairman of the Blue Ribbon Commission on Corporate Governance (of which Bob Lear is a member), recently appointed by the Washington-based National Association of Corporate Directors.