Tyco's betrayal of board governance.

BOARD ACCOUNTABILITY Tyco's betrayal of board governance From this tangled web of related-party transactions, intra-board lawsuits, personal tax evasion indictments, and other value- and trust-destroying exploits, some recommendations for director accountability readily suggest themselves. BY PASCAL N. UEVENSOHN S ERIAL REVELATIONS of self-deaüng by Tyco International's former CEO, its for- mer general counsel, and individual mem- bers of the board of directors paint a shameful canvas of derelict corporate gov- ernance in the Tyco boardroom. Under scrutiny from investors and regulators alike, the Tyco board has adopted a finger-pointing and blame-shifting approach in response to the charges leveled against management and the company. This may help some board members save face, but there is no denying that something was seriously awry in the Tyco boardroom for many years. With powerful rights come equally powerful re- sponsibilities.

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