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Professional director Mike Cook responds to governance under the new regulatory regime

HEADNOTE

J. Michael Cook

Former Chairman and CEO

Deloitte & Touche LLP

J. Michael Cook is one of America's leading corporate directors. He retired in 1999 after serving three terms as chairman and CEO of Deloitte

& Touche LLP and its predecessor, Deloitte, Haskins & Sells. He has devoted most of his retirement to public company board service. His boards include Comcast, Dow Chemical, HCA, International Flavors & Fragrances and Rockwell Automation. He is an independent trustee of The Fidelity Group of Mutual Funds, serves on numerous professional, university and other nonprofit boards, and has participated in a number of studies of corporate governance practices. Mr. Cook is a member of the advisory board of The Directorship Search Group, publisher of Directorship.

This interview follows another extensive discussion published in our January 2002 issue.

Directorship: Mike, a lot has changed since we talked early last year. There have been more instances of corporate fraud and malfeasance followed by potentially punishing regulations. Overall, what is your attitude toward the legal and regulatory response to the corporate scandals of the last two years? Have the Congress, Securities and Exchange Commission, New York Stock Exchange and Nasdaq Stock Market overreacted? Or are boards now better able to oversee management, and are stockholders better protected from malfeasance at worst or at least inattentive boards?

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