Thank you for your letter in the PAW. In over 100 man-years as a corporate director in various types of companies I have never seen a situation where I concluded that decreasing the influence of independent directors would be an improvement. Boards are created to govern and provide oversight. When there are conflicts, independent voices broaden the set of alternative solutions and generally help to find better solutions. Opponents of independent boards usually seek to control outcomes and suppress ideas or outcomes that are not to their liking.

Regardless of the intent of individuals who are pressing for a change in the governance structure of the PAW, the details of any changes will have lasting impacts. To test the value of a proposed change, the parties considering the change should discuss what would happen down the road, when different individuals are involved. Assign the worst of motives to the future individuals and trace through the process that would then exist to rectify any problems that could be expected to arise. If the proposed changes will not make sense in that hypothetical future, they should not be adopted now.

Shepherd G. Pryor IV ’68
Highland Park, Ill.