The Hon. Barbara Hackman Franklin and Ms. Bonnie Hill are two experienced directors working with the National Association of Corporate Directors (NACD) to foster dialog and acceptance of the NACD’s Key Agreed Principles to Strengthen Corporate Governance. See: http://www.nacdonline.org/directorchallenge/

The Key Agreed Principles were developed by NACD in collaboration with The Business Roundtable, the International Corporate Governance Network, and the Council of Institutional Investors as part of an effort by boards of directors to take the initiative, once again, in an effort to restore public and investor confidence in corporate American markets.

First published in October 2008, there are 10 key principles to guide boards of directors in their leadership of American corporations. Many rules and regulations exist, but the Key Agreed Principles describe the fundamental governance structures and practices that constitute a solid foundation for competent quality boards of directors.

1. Board responsibility for governance.
2. Corporate governance transparency.
3. Director competency and commitment.
4. Board accountability and objectivity.
5. Independent board leadership.
6. Integrity, ethics, and responsibility.
7. Information, agenda, and strategy.
8. Protection against entrenchment of the board.
9. Shareholder input in director selection.
10. Shareholder communications.

As the introduction discusses, Principle I is the concept that boards alone "own" the duty of establishing their own governance structure and practices. Principle II is the concept that boards must be open and above board in explaining how their governance decisions address crucial corporate needs. The remaining principles (III through X) describe key areas of accountability in greater detail.

The supplemental material provides an equally impressive complete directors’ training curriculum for public company board members.
(See: http://www.nacdonline.org/pdf/Appendix-A-B-Key-Agreed-Principles-of-Corporate-Governance.pdf)

Appendix A (50 pages) compares and contrasts the diverse views of the four organizations which had to be accommodated in order to finalize the Key Agreed Principles.

Appendix B (30 pages) is the Comparison of Sarbanes Oxley, SEC and Listing Rule Provisions Related to the Composition and Functioning of the Board of Directors of a Publicly Traded Company. The appendices were prepared by Holly Gregory, a partner in Corporate Governance Group at the law firm of Weil, Gotshal & Manges LLP, with Lyn F. Fay, who coordinates corporate governance projects at the firm.

It should be clear from this seminal document and the effort behind it that we don’t really face a "problem" of defining what good boards do, but rather one of how to ensure that boards actually perform to specifications. The challenge today is no longer writing good rules of governance structure and practices, but rather how to hold men and women on boards accountable for their performance.

But, in that effort, if we could choose the individuals to take the lead in this effort, we could do no better than to select the Hon. Barbara Hackman Franklin, Ms. Bonnie Hill, and Ira Millstein to lead the way.