This is the second in an occasional series of “how to” columns on directing, which considers how independent directors can be proactive, but in a constructive way. The guidance is intended to assist directors in striking the correct balance between two unacceptable extremes—being unduly compliant toward management, or unduly adversarial. Being independent doesn’t mean you have to be a gadfly, but it doesn’t mean you have to be a rubberstamp either.
