Board of directors 101; plus: Shalala on way out?

[Shalala looks for her chauffeured car after the April annual meeting]

Historically, Gannett's board of directors has met in regularly scheduled sessions as many as six times a year, although the smaller executive committee occasionally gathers in person or by phone to handle pressing business. The board has overall responsibility for hiring and firing the CEO, chief financial officer and other top executives, as well as approving broad business strategies.

But this board, like too many across Corporate America, has tended to be too cozy with management, serving more as a giant rubber stamp than as a skeptical body on executive decision-making.

The board's failings are partly due to structure: Like many other Corporate boards, CEO Craig Dubow is also the chairman, where he controls the agenda in tandem with the lead outside director, Karen Hastie Williams (left). In effect, that means Dubow largely supervises himself, giving him tremendous leeway over company policies and his own pay.

Williams, 65, and Director Donna Shalala are the board's longest-serving members, although it appears Shalala is on her way out. The women also are the only two directors who were on the board that originally appointed Dubow the company's chief executive in 2005. They've both collected huge director fees for their service. (See chart, below.) Williams got paid more than $891,000 from 1997-2008, SEC filings show. Shalala got more than $666,000 from 2001-08. We'll know how much they were paid last year when the next shareholders proxy report is filed next month.

Shalala, the former Secretary of Health and Human Services in the Clinton Administration, turned 69 on Valentine's Day. Mandatory retirement age is 70 for directors who did not work as executives in the company, according to the committee's bylaws, so she's in her final year as a director.

What sort of director would you like to see replace Shalala? Please post your replies in the comments section, below. To e-mail confidentially, write jimhopkins[at]gmail[dot-com]; see Tipsters Anonymous Policy in the rail, upper right.