Equality for all.

It's taken for granted in most companies that the CEO's performance should be regularly and formally evaluated by the board. In the last Korn/Ferry study, 72 percent of the respondents said their boards have a formal process for evaluating the CEO, and that 72 percent of those companies found the process to be effective or highly effective. Surely, if the directors insist on evaluating the performance of the CEO and occasionally remove him from office as a result, it's only fair for directors to undergo the same kind of evaluations?

Second, CEOs and boards are insisting that senior company executives perform competitively - or get out of the way for newly promoted or recruited replacements who can perform effectively. Isn't it reasonable to ask the directors to adhere to the same kinds of standards and benchmarks? And, if they don't match up, shouldn't they too lose their jobs?

Well now, you see, boards have always been kind of different. For a long time, boards were a form of private club with membership by invitation only. They included personal friends and business associates of the CEO. It would be extremely award to tell one's golfing or sailing partner that he hasn't been doing his homework. It would be impolitic to ask your bank chairman to resign because he misses too many meeting. And the large shareholder who falls asleep regularly in meetings, who's going to wake him?

Often, the underachieving director is a "good guy." He or she comes to all the meetings, reads all the material, and is never disruptive. The fact that they learned little or nothing about the technology of the business or global marketing or computers was secondary. The board was a cozy club and the members, once elected, were secure.

Now, boards are changing. There are fewer beholden directors and personal friends of the CEO on corporate boards. There are many more independent directors who are used to being evaluated in their own companies. Then why do individual director evaluations still occur so seldomly?

The most often expressed reason seems to go something like this' "I would like to have a performance evaluation program for my board, but I haven't yet seen a simple, workable system that I want to install."

I think this is a phony reason. With such a philosophy, nothing would ever get clone. I think the board itself should be challenged to put a director evaluation program in place. Here's a simple, three-step program to get it started.

1. Appoint a committee of the board to set it up and coordinate it. This should probably be the corporate governance committee, if there is one. If not, it can be the nominating committee, the compensation committee or a newly formed committee.

2. Have the committee appraise one-third of the directors each year. If you have a stepped board, this is easy. If you elect all directors each year, simply divide the board into three arbitrary groups. This is a lot easier to do than an appraisal of all directors each year.

3. Have the Committee develop a rating form that suits the needs of your board and your company. If you need help, hire a consultant or write the National Association of Corporate Directors for its Blue Ribbon Commission Report on Performance Evaluation of CEOs, Boards and Directors.

Be creative. Refine your procedure as you go along. Every board and company is different, so tailor the evaluation to your own needs.

In some cases, it won't be easy. There are effective directors who resist being evaluated and nearly all ineffective directors shy away from evaluation. But if the CEO and a couple of strong, independent directors will lead the way, then the time for a formal program of individual director performance evaluation is now.

Formerly the CEO of F.&M. Schaefer (1972-1977), Robert W. Lear is chairman of CEO's advisory board. He taught at Columbia Business School, where he was executive-in-residence until June 1999. He has been a director of many companies and is on the advisory boards of five small firms. He is a partner of Lear, Yavitz & Associates corporate governance consultants.