"Corporate governance"? Surely you jest "Corporate Governance" is all the rage, the new buzz word in corporate suites. It's even the title of a special section (February 24, 2003) in The Wall Street Journal, whose subtitle is "How to fix a broken system; a rush of new plans promise to make boards more accountable. Will they work?" Well, if as the Journal leads off, "Boards of directors have been put on notice," the message has gotten lost somewhere. That's based on my analysis of the first half-hundred reports from companies around the world—from The Netherlands to Japan to Australia. I can appreciate the problem of recruiting directors who don't have conflicts of interest with the companies whose boards they sit on. And I can laughingly imagine a director being a burr under management's saddle, the argumentative, perhaps lone voice railing against perceived infractions, less-than-full disclosure—indeed, cooking the books. Trust me, it ain't gonna happen. Can you imagine a board that included yours truly, a curmudgeon if there ever was one. Someone who argues for fuller (not full, just fuller) disclosure. Who says the CEO has to step up to the poor showing, rather than leave it to his (or, seldom, her) underlings to get dirt under their fingernails. C'mon. Directors are cut from the same fine-tailored cloth as the CEOs whose boards they sit on. Honesty—being, to be sure, in the eye of the beholder—is subject to debate, to fine-tuning. Can one imagine Walt Disney Co.'s CEO stepping up to the dire, year-after-year reality, as his perennial promises fall short? There's always an excuse—if not war or threats of war, then too much (or, in the case of an agricultural outfit, too little—rain, say)—awaiting injection into the fray. I hope I'm wrong. I hope that directors truly separate themselves from the CEO, that when the "independent" auditors meet privately with the outside directors, what they've told the outsiders isn't immediately relayed to insiders—the guys who pay the auditors' huge monthly invoices. I'll be the first to cheer if, a year from now, I sit with egg on my face. If the new head of the Securities and Exchange Commission, who in his last post as CEO of Aetna I found insufficiently forthright, truly turns over a new leaf and makes CEOs perform better than he did as a corporate chieftain...if all the talk, talk, talk turns out to be more than a huge load of hot air—if, in other words, a miracle transforms the corporate suites worldwide into a repository of rectitude, for nay saying and truth-telling—I'll be the happiest smuck in the world with egg on his face. Tell me: Do you believe in fairy tales?

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