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Should the president of the University of Michigan serve as a director of Johnson and Johnson, one of the companies that comprises the Dow Jones Industrial Average? Indeed, should she be a director of any public company?

These questions are being debated at the University of Michigan.

A similar debate may be starting in Canada where questions are being posed regarding whether members of the Senate should hold corporate directorships. But unlike the case of Mary Coleman, the president at Michigan, not too many people will argue that being a senator in Canada is really a full-time job.

Thomas Donaldson, a corporate governance expert and professor of business ethics at the Wharton School of the University of Pennsylvania, reviewed the case this past Monday for the New York Times. (Corporate governance and business ethics – an oxymoron for the 21st century.) He said that many university presidents serve on corporate boards, but biomedical company boards pose special issues because of the possible ties to university research and medical schools.

So he saw nothing wrong in general with Ms. Coleman or other university presidents serving on corporate boards unless there was a conflict of interest. In fact, he did not have anything concrete to offer in this case, concluding that the University of Michigan would have to deal with this matter.

With the exception of Lucian Bebchuk at the Harvard Law School, most so-called experts on corporate governance have little of any value to contribute to this subject.

The real issue here is not the particular company on whose board Ms. Coleman sits. Rather, how can a university president find the time to do anything else? I assume that the University of Michigan considers being president of the institution to be a full-time job. Thus, how can the university allow its president to moonlight as a corporate director, and not just of one company?

A similar issue arises when a CEO of one company serves on the board of another company. Aren’t CEOs handsomely compensated to work full-time for their companies/employers? If being a CEO is not a full-time job, then why are these people paid so much?

Furthermore, to be an effective corporate director, an individual should devote a considerable amount of time to this job. Much is at stake. Why would companies accept directors who have full-time employment elsewhere?

I have looked up the board of Johnson and Johnson. Of the other eight, non-executive directors, only one was fully retired when she joined the board. Three others are now retired, but they all had full-time, senior executive positions when they were first appointed to the board. Johnson and Johnson is not exceptional in having directors who have full-time jobs elsewhere. But Johnson and Johnson is part of the Dow Jones Average, and thus it plays a more important role in the economy and financial markets than do most other large companies.

The real controversy regarding Ms. Coleman demonstrates that there will never be effective corporate governance as long as being a director is considered to be a very part-time job. Until companies put out a “Do not apply” sign for all people with full-time jobs in other areas, there will be no meaningful move to make corporate governance effective. And poor corporate governance hovers in the background as a major factor in the financial market meltdown and the demise of many companies.

I have no doubt that Ms. Coleman is an intelligent and industrious person. But she should focus entirely on her day job.

The opinions expressed in this blog are personal and do not reflect the views of either Global Brief or the Glendon School of Public and International Affairs.


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