Boards: independent directors seen more independent.

Directors are exerting more influence in the boardroom and have greater independence from management, according to a recent survey conducted by Mercer Delta Consulting, in conjunction with The Center for Effective Organizations at the University of Southern California's Marshall School of Business.

The study found that of the directors surveyed:

* 93 percent felt their board was independent of management "to a great" or "very great" extent;

* 95 percent said that board members voice opinions that conflict with the CEO's view;

* 73 percent said CEOs have less control over their boards "to some extent" or to a "great or very great extent;"

* 92 percent indicated that they had influence over the meeting agenda

The findings are based on responses from 221 directors of Fortune 1000 companies in the U.S. with average revenues of $9.9 billion.

Following the governance reforms initiated in 2002, boardrooms have been undergoing major changes. Beverly Behan, a partner in Mercer Delta Consulting's corporate governance practice, comments that "boards historically were quite 'ritualistic,' and not as effective as they're starting to become." Such boards, comprised of friends of an "imperial CEO," are what Behan refers to as "Jurassic Park," since, she says, they are dying out.

Mercer Delta research slots boards into five categories, each with certain characteristics:

1 The Passive Board functions at the discretion of the CEO; limited activity and board participation; limited accountability; the board ratifies management preferences.

2 The Certifying Board certifies to share-holders that the CEO is doing what the board expects, that management is capable of taking corrective action when needed; emphasizes outside/independent directors and meets independently without the CEO; establishes an orderly success process; stays informed of current performance, designates external board members to evaluate the CEO; and is willing and able to change management to be credible to shareholders.

3 The Engaged Board provides insight, advice and support to the CEO and management team on key decisions and implementation; recognizes its responsibility to oversee the CEO and company performance; board meetings are characterized by useful two-way discussions of key issues; board members obtain sufficient industry and financial expertise to add value to discussions; and time and emphasis is spent defining behaviors required of board members and boundaries of the CEO/board responsibility.

4 The Intervening Board during a crisis situation, becomes intensely involved in discussions and decision-making facing the organization; frequent and intense board meetings, often called on short notice.

5 The Operating Board makes key decisions that management implements; this type of board is not uncommon in early-stage or start-up companies where board members fill gaps in management experience.

Behan says with all the changes, some passive boards remain, and that most are certifying boards. However, she says, "Boards add the most value when they are engaged." The intervening board and operating board are more situational in nature and fill a place in a company's life cycle. Engaged boards with the right people, the right information and the right constructive climate and culture spend time on the right issues, Behan says.