BUSINESSWEEK ONLINE : DECEMBER 20, 1999 ISSUE
MANAGEMENT

Too Close for Comfort?


To prevent conflicts of interest, most governance experts believe outsiders should hold most board seats. Also, directors-particularly those overseeing pay-should not have business affiliations with the companies on whose boards they serve. But many tech boards ignore such standards:

YAHOO!
Three of six directors are current executives; two of three outsiders on compensation committee are affiliated with companies that do business with Yahoo!

MICROSOFT
Three former or current execs are on the seven-member board. Following poor attendance on the part of two outsiders, one resigned in November. The company has no plans to name a successor

eBAY
Two current executives and two venture capitalists sit on the five-person board.



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