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accounting action activities advice agement annual appraisal approval areas auditors bank banker BarChris board meetings board members board of directors Boardroom cerning chairman chief executive officer cial company's compensation corporate audit committee corporate boards counsel decisions derivative suit direc directorship discussion duties effective evaluate example fact Fellows of Harvard function guidelines Harte-Hanks Harvard Business School Harvard College illegal important independent CPAs industry inside directors interest internal internal auditors involved issues lawyers liability Mace major Mattel McCloy ment mittee monitor operations organization pany Penn Central performance political contributions porate powers of control practice president's report problems professional director publicly held Pullman questions recent rectors Reprinted from HBR responsibility retirement role selection serve shareholders side directors situation staff statements stockholders strategy suggest sumer tion tive tors