Boards of Directors are anachronistic to major companies in the 21st century. Boards had their origin in an era when oversight was easily executed. Corporate directors were controlling shareholders or their nominees. As companies became truly public, directors were nominated by the chief operating officers and served as their advisers. Large companies needed the resources of outsiders to lend their collective genius in an era when outside knowledge, data, and experience were expensive to collect. But as businesses grew larger, the Board's responsibility as representative of the shareholders' interests became more important as well. To advise and supervise enormous corporations, directors need more time and resources. The current “Board” model fails for three reasons: physics, financial risk, and legal risk.
Tamar Frankel & Joseph Anton,
Why the Board is Broken
Wallstreetlawyer.com: Securities in the Electronic Age
Available at: https://scholarship.law.bu.edu/faculty_scholarship/3015