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Under these plans, claims for weight reduction medications and for physician supervision of weight reduction programs will be denied based on that exclusion. High doses of oral AAS compounds can cause liver damage. Thank you so much for making my life happier. I told you it looks like you're aging backwards in that photo-weight loss and daily vigorous exercise sure shine almost as much as your smile. The labeling recommends using caution when initiating or escalating doses of liraglutide in patients with renal impairment. An additional issue is the generalizability of the findings, given that, at the time of the study, the Air Force had regulations that all personnel maintain a desired body weight and body fat percentage, or these individuals could be discharged from service. So, on to Medifast.

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I know there is plenty of fine print in contracts that should be read. I do not recall being verbally told about these conditions. This was a lesson that left a very bad taste in my mouth. We are sorry that the foods upset your stomach and that you were unaware of the auto-delivery nature of the program. Not clear when I ordered that it would be on automatic order.

Food is not good, not good instructions, dinners were bland. Too many entrees with spicy tomato sauce and cheese, dinners are bland. Shakes made me sick. Emails were only to sell more. Thank you for writing this review. We are sad to hear the foods were not to your liking and that the deliveries would be automatic. We will be looking into your account and reaching out soon. This is a follow-up to the review I posted on September 5. Soon after I posted my first review, a rep from Nutrisystem contacted me via email.

The email was courteous, professional, and apologetic for the experience I had. The rep went on to offer replacement of the damaged food items I had received and encouraged me to give their company another try.

In light of this swift response and their sincere desire to ensure that I was happy with their product and service, I am revising my review. I accepted a ready-made menu that containing some items that I did not enjoy. In the future, I will make a point to select food items that I now know to be more to my liking than others. I am very pleased and heartened by Nutrisystem's timely reply and concern for my purchase. They deserve a second chance. I ordered my month's supply of diet food from Nutrisystem with high hopes.

When the food shipment arrived, most of the frozen breakfast items were broken into small bits; when I opened the packages, the bits fell out. Then I tried the frozen lunches. Since I take these to work, the only heating option is microwave.

Anything with bread or chicken comes out chewy, gooey, and icy cold in the center. It actually made me gag and lose my appetite, which wasn't the diet plan I expected.

I am very careful when reading agreements, and for this item to be overlooked was no easy feat. Fineprint at the end will do that to you. To add insult to injury, the obnoxious customer service person on the phone refused to accept my cancellation until she badgered me with questions and hard sell tactics in a desperate attempt to keep me buying their awful food.

Overall, this was a horrible experience. I will never use or recommend Nutrisystem again. We are so sorry to hear about your poor experience with the delivery of your foods, the food itself, and the representative you dealt with.

We will be taking a peek at your account and reaching out soon. Was not satisfied with the taste of most of the foods, had to throw it away and buy something else, and most of the desserts had an ok flavor, And a lot of meals with cheese.

I was not happy with that. My first order included items I didn't order and one that I'm allergic to its ingredients. I was told by one person the items were probably substitutions and when ready they would be replaced. When I called the customer service lady was very rude, basically stated I was lying and wouldn't allow me to speak to a supervisor.

I'm very disappointed with the service I receive so I will take my business to a place that has better customer service. Went thru a few months of products. Following it closely and exercised Sent email to customer support and I was told to think of it as not wasted but I received nutritional food with fiber Now I know why it only got one star. Weight loss system worksstale product and no one to answer to except counselors with no control. I emailed three correspondences to FIVE different departments only to receive a notice that they don't reply to emails because they were too busy.

I also included to them pictures of the moldy carrot cake, along with the packaging that states the date is still okay. The oatmeal is so stale it sticks to the side of the package and had to pour hot water in the bag to get the product out. Chocolate covered pretzels are stale. We did call and the rep was very nice and stated that she couldn't do anything except replace our stale food.

How many packages were bad? I honestly didn't count how many items I threw awayat their prices ANY wasted product is too many! Doesn't anyone there want to see a photo of the stale food? Does anyone there care? VERY poor about keeping the customer happy, however, are not timid about selling you the program. Shame on you, Nutrisystem. We are sorry to hear about the spoiled and stale items you received.

We will be reviewing your account and reaching out soon. I am not sure why in today's time of electronics that it takes so long to get the information. We are sorry to hear that it took you so long to receive the information you needed for the program. We will be reaching out shortly. Pleased with the conversation with my counselor. I feel I have a better handle on what I should be doing. I am looking forward to losing the weight I have set my goal for.

Thank you very much for your help. We are happy to hear that you feel like you understand the program better after speaking with one of our counselors. Please let us know if there is anything else we can do to help! I wrote in with a few complaints about some of the food I received; some broken food, bags not sealed and crushed muffins.

Allison was very helpful and courteous and was able to change my mood. Thank you Allison for being pleasant and helpful.

Thank you for the kind words! We will be sure to pass this compliment onto Allison. Keep up the excellent work on the program, Chris! I didn't know this when I originally call to cancel my account. Not that I like it, I understand that it was to be paid now.

I was on hold for several minutes and when he finally came back he proceeded to tell me that his supervisor was at lunch and would called me back when she returned, "Oh and by the way here's your confirmation for your cancellation". At that time I received an email from my PayPal account, advising me that I just made a payment to Nutrisystem. The man had the nerve to charge my account while he had me on hold. I have called every day, each rep has told me what he did was ok.

This is so sad, that he could do this behind my back and it be ok. My call is being reviewed now sure it is but, we all know how this is going to end. I will continue to call each day until I get a callback. He knew what he was doing was wrong, why else would he have to sneak and charge me. I want an apology and someone to tell me what he did was wrong! If I were Marie Osmond, I wouldn't want to be known as a spokesperson for a company that has such bad reviews.

BBB alone has 99 bad reviews and I am getting ready to add another. I guess that wasn't necessary to be said. We are sad to hear about the way you were treated when calling. This is NOT okay. After the 3rd call to NutriSystem about a late order, Beth finally came online and made a return customer — yet again — out of me.

We are so happy to hear that Beth was able to straighten things out for you. We wish you continued success on and off the program. Rachel was very helpful in helping me to better understand my needs while on the plan and I am very thankful for her professionalism.

So far I am enjoying being on Nutrisystem. All of the food does taste very good. The only negative thing is that when I first order they did not tell me that there was so much chocolate in the turbo box. I specifically requested no chocolate. Maybe training is advisable for people helping people to order food. Thank you very much. We are so happy that Rachel was able to help you get started on the program. We are sorry that you received so much chocolate after requesting no chocolate.

We will be sure to pass this along for coaching. Best wishes as you continue on the program. I have been overcharged. Counselors at Nutrisystem keep telling me the issue has been addressed but I do not receive a refund. This is very upsetting and seems to me to be a bit fraudulent.

Please refund my money! We are sorry to hear the NuMi promotion fell off after placing the order. I have been on the Women's Uniquely Yours Program for 13 months, and have lost over 90 pounds. The frozen food is amazing, and I was never hungry or felt deprived. The delicious snacks and double chocolate muffins have kept me satisfied and I never felt deprived. Please share this page! I am NOT responsible for any billing disputes, nor do I wanna hear about it.

Target is only available a few times a year. They never announce it beforehand though, so you just have to check every so often.

I get an email alert when the Target Boxes are going live. It is always between the 1st and 4th of every month. I would suggest that you check for the box on the 1st of the month because they seem to sell out really fast. For any expecting moms out there- check out the free welcome box from Walmart! The box is filled with goodies for both mom and baby! There are other subscription reviewers that get notification the day before the Target box goes on sale. They will send you an email alert.

You need to order right away. Wendy, maybe you can get the info and send out alerts also. Glad you figured it out. It is a lovely way to try new things each month. I wanted to say thank you. YAY 3 months for a 1 month price! My husband looks forward to seeing what new stuff I find and get for us, as well. I used to love Pinchme until they stopped having samples available for me.

Dont forget the Smiley Box too. Its absolutely free much like the Pinch me box. I think the name is Smiley Can someone help please? All that seems to be available as far as book boxes are Young Adult these are everywhere ,romance, or literary classics. Is there a box in existence that tries to find books for adults taylored to them? I want to say that this is a very helpful list, because I am trying to get a subscription box YouTube channel set up!

Also some of the webpages were not coming up, and it was not an internet connection problem, because I checked. Thank so much for making this site, I love how it is set up and how easy it is to find things.

Have a great day! Hey is there such thing as a sock box subscription? In the case of Topps, the New York producer of trading cards, collectibles and candy, shareholders have accused the board of breaching its duties to get the highest price for the company Strine warned in his Topps opinion.

Not only do CEOs get theirs, but , when they do wrong, Shareholders foot the bill. Once again, shareholders are shouldering the costs of unethical behavior they had nothing to do with.

Hill and Richard W. Painter, professors at the University of Minnesota Law School. In 'Better Bankers, Better Banks,' they argue for making financial executives personally liable for a portion of any fines and fraud-based judgments a bank enters into, including legal settlements. Hill said in an interview. If that's the case, bad CEOs are able to hang on to their jobs long after they should be driven out.

In a new study titled Pay for Failure: Few of the plans, for example, required that the company's performance be measured against its industry peers. It's a matter of mutual back-scratching, as another recent study confirmed.

The authors are John K. They found that companies paying CEOs excessive amounts also pay directors excessive amounts.

Companies that pay too much also tend to perform worse than their peers. Kozlowski was exceptionally extravagant with company money, Mr.

Campriello showed jurors an expense report Mr. John Fort submitted for his attendance at a single three-day board meeting. Campriello asked 'This is the way we traveled,' Mr. Permitting extravagant expenses is the morale equivalent of bribery. Raines received salary, bonus and other compensation last year However, Fannie Mae is not a person.

The Broadcom Corporation … shareholders are being asked to vote on a company proposal to increase by 12 million the number of shares authorized for grants under its stock incentive plan. In addition, a 'yes' vote will expand the types of stock awards that the company can offer executives and employees, as well as grant the compensation committee the right to reprice underwater options at any time.

This objectionable repricing practice removes the risk for executives and employees that outside shareholders incur when their stock falls. Had the proposed plan been in place last year, it would have cost shareholders an amount equal to about 75 percent of the company's revenue, the firm said.

Berman had until 29 February been affiliated with a law firm that served as outside counsel to the Company and had since 1 March been engaged by the Company to render legal, regulatory and other professional services. Berman was a director of Tyco until December 5, From March 1, through July 31, , Mr.

Berman was engaged to render legal and other services. During this period, Tyco compensated Mr. Berman with health benefits, secretarial assistance, a cell phone and electronic security services for his homes.

Weingarten said the two clashed over several issues, including the amount of Tyco business sent to Kramer Levin for which Berman received referral fees. Dennis Kozlowski , Tyco's former chief executive, and were not approved by the board or disclosed in filings with the United States Securities and Exchange Commission. He also has drawn fire from critics for having business ties to Disney in the past while sitting on the board. Those payments ended two years ago amid an outcry from corporate governance experts.

Independence of new chairman, who had sided with Eisner, is called into question. Mitchell, 70, … who has little business experience, said … yesterday that he had no desire to play the corporate strategist, as many chairmen do.

Instead, he sees his main job as negotiating among factions of unhappy investors, other board members and Michael D. Eisner, the chief executive who lost the chairman's title in the wake of a resounding no-confidence vote at the company's shareholder meeting on Wednesday. Mitchell's appointment is not sitting well with many of the investors … nor with corporate governance experts.

They complained that not only does Mr. Mitchell have negligible corporate experience, but they say he is too closely allied to Mr. Eisner and his appointment does little to address investor discontent with Mr. Eisner's management of the company. Mitchell takes umbrage at the notion he is beholden to Mr. He said he had only had three social dinners with Mr. Eisner actually approached Mr. Mitchell in to gauge his interest in joining Disney as president. Mitchell said because the decision was made only on Wednesday, the duties of the job had not been completely defined.

But he said the setup and his lack of business experience should not impede his ability to oversee Mr. The most beholden Directors may live in states of denial. And that has prompted some governance experts and investment fund officials to question his sincerity toward reform and sensitivity to appearances. Their concern is that directors may have competing loyalties between the shareholders they are supposed to serve and the executives who put them on the payroll.

Sidhu has … become a national force in community banking by repeatedly triumphing over rebellious directors and shareholders. Sidhu has excluded directors from important deal deliberations or waits until the last minute to brief them.

Some investors say his public statements about acquisition plans are misleading. Sidhu has a board of supportive directors who have scant banking experience, are compensated unusually well and, in some cases, enjoy access to Sovereign loans and business opportunities. While that's more than directors at similar banks get, Sovereign justifies the pay by noting that its directors meet 14 times a year, five more times than its peer average.

Sovereign has had business dealings with and made increasing loans to its directors in recent years. Sovereign added that the Troilo leases all have been at market rates. Troilo didn't return calls. Troilo so he could buy a Lawrenceville, N. To help secure the loan, Mr. Troilo used another Sovereign-mortgaged property, in Pennsylvania , that he also rented to the bank.

The Monday filing said Mr. Troilo's bid was better because it included 'no financing, inspection or due diligence' conditions. Was Sovereign concerned that its building could not withstand "inspection or due diligence"? Upon what objective criteria was that decision made and by whom? But, after all, it is just another instance of Shareholder assets being considered as chump change! The bank offers no relevant disclosure about the loans, including terms, interest rates or performance.

Relational Investors discovered the full extent of them only by cross-referencing Sovereign's Securities and Exchange Commission filings with records at the Office of Thrift Supervision.

Sovereign says the SEC filings excluded credit extensions that haven't been drawn down. Since , however, Sovereign's filings have included no specific figures, just vague reassurances. Wall Street is skeptical that a three-year turnaround plan will work, and Fitch has cut its bond rating to triple C, which is low even for junk bonds.

So far this year it is down another 27 percent. But there is little pain at the top. But there is no mention of internal equity -- of the justice of paying a lot to bosses when workers and investors are suffering. Perhaps board members think they deserve an increase because their past stock grants keep losing value. They face tricky choices in deciding how much to challenge year-old Mr. Mozilo, who co-founded the company 38 years ago.

Countrywide's nonemployee directors collect fees, shares that they must hold for at least a year, and perks that include health insurance and spousal travel, according to the latest proxy statement. The pay range is above median total compensation for directors of the largest U.

Countrywide said directors review their compensation annually with the help of an independent pay consultant Countrywide rewards board members so well that 'at some point, you cross the line between paying for services provided and a very lucrative thing where board members aren't going to challenge management,' says Mark Reilly, a partner at 3C, Compensation Consulting Consortium.

Corporate Library has long argued that Countrywide's board has done a poor job of designing Mr. Mozilo's pay package, guaranteeing him too much compensation regardless of performance. The consultants urged directors to slim his hefty contract, partly by revamping his annual bonus formula Directors kept the formula and decided to replace the consultancy Snyder , 75, is Countrywide's lead director. Institutional shareholders who have tried to engage the Countrywide board on issues like Mr.

Mozilo's pay say that Mr. Snyder, who has been a board member since , prevents such dialogues from occurring. One complaint was that he does not share letters from stockholders with other members of the board. Charles Prince , for instance, who stepped down under fire as Citigroup Inc. The rules are in place to allow boards to retain an appropriate mix of retired and active executives and push out members who no longer have the time for outside directorships because of more demanding new jobs.

Still, many governance watchers and veteran directors say boards rarely accept a resignation after a member loses a CEO spot—no matter the reason. Another former chief who kept a directorship is Richard Syron , ousted as head of Freddie Mac in when the U. He recently received a warning that he may face civil action from the Securities and Exchange Commission as part of its investigation into whether Freddie Mac properly disclosed its exposure to subprime loans.

Syron held a board seat, rejected his offer to resign. Syron didn't have to defend his actions to fellow board members. To be sure, boards occasionally drop a member after leaving a CEO post under fire. Advanced Micro Devices Inc. AMD declined to comment.

I just could not resist the temptation. The devil made me do it. The other dude done it. It was my poor upbringing. Then, there is reciprocal back scratching. It would be so embarrassing at the country club to encounter a removed former fellow Director. Additional conflicts of interest are caused by the existence of a Director clique. No one wants a wild card. It's not surprising that their objective is to get along. Statistical analyses can go just so far in detecting links between Directors.

For directors, it is simply bad form to nitpick over a couple of million dollars with another member of the club, particularly one who helps set director fees or serves on the compensation committee of other corporations. Even legendary investor Warren E.

Buffett was not immune to the collegiality. He recently wrote to the Shareholders of Berkshire Hathaway Inc. A certain social atmosphere presides in boardrooms where it becomes impolitic to challenge the chief executive, he wrote. Buffett is reputed to be the best of the best!

Thus, Shareholders have no reason to expect better representation from any other Director. Buffet, the best of the best, found it necessary to ask a subordinate multiple times about a sizable transaction and walked away without getting the "details. Was he suspicious when he had to ask a second time? What about the third time? Did the subordinate still retain his job?

Is there a letter of reprimand in the file? What does the subordinate say he communicated to Buffet? Why was the questioning of Buffet not done under oath?

Well, since he was questioned by regulators, if the truth not be told, there is always the obstruction of justice route. Hopefully, Buffet does better where he serves in the capacity of a corporate Director.

After his talk with Mr. Ferguson wrote an e-mail to Joseph Brandon, then General Re executive vice president, describing the conversation with Mr. Buffet, saying that he asked Mr. Buffet whether the deal was proper.

Ferguson reported that Mr. Buffet said the deal was proper, but not by a large margin. Buffet told regulators that didn't happen. Buffet told regulators that he asked Mr. Brandon several times whether General Re's accounting on the deal was okay, but didn't learn details.

Did Ferguson want to know? If not, why not? Was a copy of the email transmitted to Buffet when it was written? Did Buffet read it and not respond? When did Buffet first question Brandon? What triggered the question? If Brandon was not answering Buffet, perhaps Buffet could have asked his external auditors?

On the other hand, if one is suspicious, why alert the external auditors to look carefully at what might be a minefield? Perhaps the issue of a Director's fiduciary duty to Shareholders was lost in an ethical haze? He stated, in part, "I've sat on enough boards and audit committees to understand the kind of culture of seduction that characterizes many boards.

It's a game that many CEOs played and played well by seducing their boards with perks and private attention and contributions to favorite philanthropies, and meetings that were short on substance and long on fluff. The boards became willing accomplices. And it's part of the American personality to go along and become more fraternal rather than more vigilant. Levitt did all that board sitting before From to , as Chairman of the SEC, what did he do or attempt to do to cure the specific problem?

Also, it appears that Mr. Levitt is claiming that it would be un-American to require Directors to be vigilant on behalf of Shareholders. Directors who served at failed companies may rate a red badge of courage and additional opportunities to employ their varied talents. In some cases, however, companies have stopped passing on this information in proxy materials distributed to shareholders…. But what about the directors of companies like Enron, WorldCom, Adelphia Communications, Global Crossing, Waste Management, Tyco International and others who oversaw the implosion of hundreds of billions in market capitalization?

In many cases, they got better jobs. But many companies don't make it easy for shareholders to find out where their directors have been. Sprint Nextel 's biography for William E. Conway , for instance, mentions nothing about his stint at Enron. Thornton of Goldman Sachs Group Ford's, someone with whom he shares several friends and even more interests.

Thornton was appointed to the Ford board at the recommendation of the company's chief executive and chairman The lawsuit … said the chief executive and chairman, William Clay Ford Jr. The suit said Mr. Ford's acceptance of the shares was a 'usurpation of an opportunity that belonged to the company' After shareholders complained in late , the company formed a committee that concluded that Mr. Ford had not acted improperly. Ford's purchase in May of , shares of Goldman Sachs, the largest allocation to an individual, drew attention after a lawyer for Ford shareholders wrote to the company's board, demanding an investigation.

The shareholders demanded that Mr. Ford return any profits and pay damages to the company for the lost investment opportunity. Ford bought the shares, Goldman's co-chief operating officer, John Thornton, sat on Ford's board. Ford had no significant say in the awarding of investment banking business.

They also said … that Mr. Ford had a long personal banking relationship with the firm. Ford probably claimed a tax deduction for his charitable donation. And, how does one determine that "no wrongdoing had occurred"? Ford did not violate the non-existent policy. Therefore, "no wrongdoing had occurred. In some cases, 10 percent or more of all donations went to these organizations.

Companies, directors and non-profits routinely stress the importance of philanthropy and say the donations don't affect board members' independence. Critics, however, say big donations can create a clubby atmosphere that may make directors less likely to aggressively challenge management. Although foundations detail their donations in annual tax filings with the Internal Revenue Service, companies are not required to disclose most non-profit affiliations of their directors, making it problematic for investors to know the full extent of such connections.

Farmer , the 87 year old chairman of the company Farmers, who are members of the board, along with other directors The coming-together will be at a town in Georgia where the main attraction is a 'gentleman's club' exclusive enough to garner members by invitation only.

Augusta National Golf Club, which openly and proudly discriminates against women, will produce its Masters Golf Tournament with considerable help from the masters of corporate America. It also makes a mockery of board independence, now required to protect stockholders and the public from cronyism in financial dealings.

The cronyism that perpetuates gender bias against employees is every bit as harmful, and ought to be stopped just as forcefully. At nearly all other companies, a simple majority will do. Purcell will color their judgment in any way. Indeed, Morgan Stanley bankers, not to mention the dissident executives, have accused the board of coddling him.

It is packed with former chief executives, many from the Chicago area, where Mr. Some have golfed together; others have worked for one another. First, there is the Kraft connection. Miles, the chairman of the nominating committee and … recruited two former executives who worked for him at Kraft in the mid's: Then there is the McKinsey connection.

Four directors were partners at McKinsey, the management consulting firm, as was Mr. And finally, there is the fact that a number of directors, notably Mr. Miles, serve together on boards at other companies. Miles, for example, serves on six boards, including that of the AMR Corporation, where he serves alongside Mr. Brennan also serves on six boards, and Charles F. Brennan during his battle with shareholders. Miles and Kraft on its merger with Philip Morris, and he is now advising the independent directors at Morgan Stanley on a range of matters, including their strategy for dealing with their antagonists.

One point made by the retired executives is that until recently, no director - including Mr. Purcell - had ever operated a line of business for a securities firm.

That set Morgan Stanley apart from nearly every other Wall Street firm. Partners have fiduciary duties to one another.

So much for the concept that BODs have undivided loyalty to represent the interests of Shareholders! Who is watching the supposed watchdogs of Management? Do conflicts of interest disappear if they are disclosed to Shareholders who have no effective means to remedy the situation? Purcell, their first call for help when to the superlawyer Martin Lipton. Lipton quickly donned a number of other legal hats - advising the board, Mr. Purcell and the company itself on tactics, legalities and, most controversially, severance pay to departing executives.

Purcell stepped down, a compensation specialist at Wachtell, Adam D. Chinn, in tandem with the board's compensation committee, draft the controversial severance packages that awarded Mr.

Chinn's reputation for cobbling together generous severance awards for departing chief executives is such that the contracts are known as Chinn-ups. As a result of these payouts, the board has been sued by shareholders and received irate letters from institutional investors who have decried the packages as a violation of the very governance practices Mr. Lipton was hired to improve. Purcell's leadership, many Morgan Stanley executives were never quite clear about Mr.

Several said they frequently asked each other: Was he advising the board? The answer, people close to the board said, is that Mr. Lipton was, first and foremost, an adviser to the board. When it became clear that Mr. Purcell would depart, he hired his own lawyer to negotiate.

While the very best governance practices would argue for the hiring of separate counsel on the compensation packages, time and confidentiality considerations led the board to stick with Wachtell. Lipton for being an apologist for corporate management, that assertion misses the point - that Mr.

Lipton's fiduciary responsibility is to best represent and advocate in support of his client's interests. If Lipton represented only the BOD and, thus, the Shareholders, his fiduciary duty was to get the executive to leave for the lowest amount. It is fair to assume that he, at the least, did not discourage the BOD from appointing Chinn while knowing that he Chinn does Chinn-ups. Lipton and Chinn are members of the same law firm.

Lipton probably benefits from each fee Chinn earns for the firm. The BOD tries to justify its act of hiring Chinn by claiming "time and confidentiality" considerations.

Does Lipton's rolodex contain the name of at least one competent non-Wachtell attorney who has a reputation for being parsimonious when dealing with executive payoffs? Couldn't Lipton have asked Chinn for a referral?

Did the BOD not know that attorneys, even non-Wachtell attorneys, have a duty to maintain confidentiality? Purcell decided he should step down….

The tale serves as a caution for boards in an era when their role in corporate governance is drawing more scrutiny. The damage from delay when directors fail to spread their antennae widely is especially great at a Wall Street securities firm like Morgan Stanley, where the most valuable assets can walk out the door and never return.

At a mid-March board meeting, Laura D'Andrea Tyson , a former Clinton administration economic official who is dean of the London Business School , said directors should take the criticism of Mr. Purcell's record more seriously. Tyson, calling her comment inappropriate … The board took steps to interview more employees. Knight, the director who had clashed with Ms.

Purcell and didn't see any reason to discuss the matter since the board had already decided on it…. The attempt to cut off debate bothered some other directors, people familiar with the meeting say.

Knight and Zumwinkel left, the discussion turned more freewheeling. Knight's conduct is reminiscent of that of a school yard bully who made it to the big time. Institutional Shareholders do much "discussing an effort to out the directions," but, when push came to shove, they faded. Knight and Zumwinkel, who should be their first targets, need not lose any sleep.

Bostock , had a family connection to a hedge fund that does business with the firm. They generally worry that the indirect connections can impair the directors' abilities to serve as independent advocates for shareholder interests.

Is this what is meant by "the ties that bind"? If this is what Morgan Stanley does when it is under a corporate governance microscope, imagine what might occur when the spot light turns elsewhere business as usual. Yet during that time, the company's stock has slid 12 percent while shares of its archrival, Lowe's , have climbed percent. Why would a company award a chief executive that much money at a time when the company's shareholders are arguably faring far less well? Two of those members have ties to Mr.

Nardelli's former employer, General Electric. Nardelli's lawyer in negotiating his own salary. And three either sat on other boards with Home Depot's influential lead director, Kenneth G. Langone , or were former executives at companies with significant business relationships with Mr. In addition, five of the six members of the compensation committee are active or former chief executives, including one whose compensation dwarfs Mr.

Governance experts say people who are or have been in the top job have a harder time saying no to the salary demands of fellow chief executives. Moreover, chief executives indirectly benefit from one another's pay increases because compensation packages are often based on surveys detailing what their peers are earning. To its critics, the panel exemplifies the close personal and professional ties among board members and executives at many companies — ties that can make it harder for a board to restrain executive pay.

They say this can occur even though all of a board's compensation committee members technically meet the legal definition of independent, as is the case at Home Depot. Langone's circle of friends and associates… [T]he Home Depot board decided … Mr.

Nardelli, who had no retail experience, should become CEO. Nardelli might not hit one of the few performance goals the board had set to cause payment of a long-term incentive plan, the board lowered the goalposts…. More than a dozen U. Several factors are spurring such appointments, recruiters and management consultants say. Boards are quicker to fire poorly performing CEOs, often before potential internal successors are ready for the job.

Many of these companies have deep-seated problems, making it harder to recruit outsiders. And increasingly, there's a deep pool of outside executives in the boardroom. They contend that a chief chosen from the board signals cronyism and weak succession planning.

A director's comfort with a colleague obscures 'a clear view of the individual's suitability to be a successful CEO,' says Richard Breeden, an activist investor and former chairman of the Securities and Exchange Commission. Franks , the former chief of the Public Broadcasting System and the publisher of a Spanish newspaper would seem to have nothing in common — except for one thing. They all sit on the board of Bank of America. But as they and 13 of their colleagues meet Wednesday to discuss how to steer the bank through its troubled merger with Merrill Lynch, they are likely to be united by something else: Their shareholder scrutiny has also turned an unusual spotlight on the oversight role played by the board members, many of whom were picked by Mr.

Lewis from several companies that the bank, based in Charlotte , N. Bank of America's board is an eclectic group, and it will grow larger this week when it adds three members from the board of Merrill. The bank's two most powerful directors, O. Spangler , are close to Mr. Lewis's predecessor, Hugh L. Lewis, only two people on the board — the former chief of FleetBoston and a former senior executive of MBNA — have roots in banking. While Wall Street is rife with tales of bank and brokerage directors who deferred to executives seeking faster growth through ever-riskier business, Bank of America's shareholder advocates have grown increasingly concerned about the board's ability to understand financial risks and rein in managers.

While critics charge that Bank of America's board has been little more than a rubber stamp in the empire-building campaign of Mr. Lewis, others describe it as independent and willing to push back against the chief executive. Its members are expected to vote Wednesday on the addition of three directors from Merrill Lynch Their approval would raise the number of board members to 20, and would tighten the web that already binds many of the board's current representatives.

Yet some board members are connected in other ways that reveal strong cross-pollinations with other company boards. Nothing could get the attention of Directors more than the prospect of being held personally accountable for their lack of diligence in performing their duties to Shareholders.

Board members also acknowledge they are struggling to rein in bloated executive compensation, but are counting on investors to lead the cause to knock it down. Those conclusions aren't a decade old, but are part of a recent survey from the consulting firm PricewaterhouseCoopers and the Corporate Board Member magazine , which culled responses of more than 1, directors at U.

Directors still don't have as much control over corporate dealings that many believe is needed to curb supersized compensation. While more boards are independent of management, there are still plenty of cases of directors using flawed judgment or kowtowing to demanding executives who are pushing their own agendas. Part of the problem, it seems, is that boards are still controlled by CEOs, with 50 percent of directors surveyed saying that board leadership flows from the company's top executive who is also board chairman.

Those individuals, therefore, set the agenda as well as the flow of information at board meetings and among members. In the area of compensation, two-thirds of responding directors believe that U. Separately, a third believe that stockholders are the group most likely to get pay pared down. But it is hard to reduce pay when the directors themselves don't know how much they've even agreed to pay executives. Less than half of those surveyed said their boards use tally sheets to add up total compensation, and about one in five directors said that they didn't know what the CEO would collect if he or she is terminated, retires or should there be a change in control.

Among the bigger shockers in these filings are the tallies showing how much money executives will cart away if they are terminated or agree to a merger. Buried in these figures is one of the most contentious items in all of payland: Michael Kesner , principal at Deloitte Consulting in Chicago said, 'Boards are now just getting a sense of how big that number is. If directors are surprised by gross-ups, you can imagine how stockholders will react.

And given how ubiquitous gross-ups are -- surveys say 75 percent of chief executives have such arrangements with their companies -- the shocks could be far and wide. Training the spotlight on gross-ups may help stamp them out. As long as they were kept under wraps, directors didn't have to justify them to angry shareholders.

Six days later, its chief executive, E. Underlying the situation at Merrill is the nagging question of what a Wall Street board is expected to know about complex financial markets where asset values can shift drastically and where many directors are not in the business of managing trillion-dollar balance sheets — or perhaps have little experience in doing so.

Directors should know what independent risk controls are in place, who is overseeing that function After every market crisis Case law, lawyers say, has affirmed that directors have to be informed and make sure that obvious red flags are not ignored.

There were certainly some red flags waving in front of directors. One issue should have been the revolving door of talent in the upper echelons of the firm And, like everyone else, directors knew about the bank's very public shift into riskier business areas, which until this summer were delivering handsome profits. Merrill had become the top issuer of collateralized debt obligations in the marketplace, and its profitability soared; fixed-income revenue in the second quarter was up percent.

According to some analysts, the billion-dollar size of those profits — and the soaring return on equity — should have caused directors to ask whether the risks being taken to generate higher profits warranted better controls.

Analysts say that directors should have asked about the exposures and, more important, what might happen to those exposures under various financial scenarios, including a collapse of the mortgage market. In July, when credit markets worsened and Merrill faced escalating losses Merrill's potential losses did not reflect the heavy levels that they ultimately reached in October.

Management realized that there was a structural problem, and Merrill announced on Sept. Regardless of what ratings agencies had to say about the securities Merrill and others were juggling, many investors, especially hedge funds, had been pointing out the flaws in the structured finance market. Did ML Directors feel that packaging such loans enhanced investment quality?

The most plausible explanation is that the question of whether a company has a good or poor leader remains disturbingly nebulous for boards.

A 'star CEO' seems to be, regrettably, more a social construction of the media and company PR efforts than a knowable reality — except, perhaps, with the benefit of hindsight. Then last week, shareholders lost the only shot they had at firing incompetent directors when the Securities and Exchange Commission voted to prevent investors from nominating their own board candidates.

Certainly the losses generated over the last few months by major financial firms indicate that something is very wrong with the boards of these companies.